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Articles of Incorporation

First:
The name of the Corporation is ASSOCIATION FOR ECONOMIC AND DEVELOPMENT STUDIES ON BANGLADESH, INC. (hereinafter referred to as "The Association")


Second:
(A)

The Association is organized to exercise all the powers conferred upon Corporations formed under the District of Columbia Non-Profit Corporation Act exclusively for charitable purposes, including to conduct educational, academic, cultural, social and welfare programs, but not limited to, the power to accept donations for money or property, whether real or personal, or any interest wherever situated, under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
(B)
More specifically, the Association is a voluntary association of individuals formed for promoting in particular, but not exclusively, activities contributing to the understanding of issues of economic development of Bangladesh. Participation in such activities shall be open to members of the Association and, under conditions defined by the Association, to other interested persons.
(C)
The Association shall have the authority to exercise to the extent necessary or desirable for the accomplishment of the aforesaid purpose any and all powers conferred upon Corporations of a similar character by the general laws of the District of Columbia, to the extent they are not inconsistent with the objectives and purposes of the Association to be a non-profit Corporation exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended from time to time.

Third:
The following provision shall define, limit, and regulate the powers of the Association and of its Executive Committee and Members.

(A)

The Association is not organized to profit and no part of its earning and assets shall accure to the benefit of or be distributable to its Members, Officers, or any other persons, except that reasonable compensation may be paid by the Association for services rendered to and for the Association, and to make payments and distributions in furtherance of the purpose set forth in these Articles of Incorporation.
(B)

Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
(C)

In the event of liquidation, dissolution or winding up of the Association(whether voluntary, or involuntary), all of the net assets of the Association, after paying or making provision for the payment of all the liabilities of the Association, shall be transferred and contributed to an organization or organizations the Executive Committee may select which shall have in effect at the time of determination exempt status as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.

Fourth:
The postal address of the principal office of the Association in Washington, DC is 4502 Drummond Avenue, Chevy Chase, MD 20815 and the name of its initial registered Agent at such address is ...... Said resident Agent is an individual actually residing in Washington, DC. These may be change Executive Committee.

Fifth:
The Association shall not have any capital stock.

Sixth:
The activities and business of the Association shall be managed or conducted in accordance with the provisions of its By-Laws, provided the By-Laws are not inconsistent with the provisions of these Articles of Incorporation or contrary to the laws of the District of Columbia or of the United States.

Seventh:
Membership of the Association shall be open to all persons who are professionals interested in the economic development of Bangladesh, without regard to nationality, race, religion or place of residence, who subscribe to the above objectives and abide by the provisions of the Articles of Incorporation and the By-Laws, and pay Membership fees. Only Members shall have the right to vote, nominate and contest elections and office. Members may be censured, suspended, or removed from Membership for reasons and through procedures specified in the By-Laws. The Association reserves the right to deny Membership to any person who is considered to have been involved in any activity detrimental to the Association's interests.

Eight
(A)

The activities and affairs of the Association shall be managed by an Executive Committee. The number of Members of the Executive Committee shall not be less than three nor more than eleven, as shall be specified in the By-Laws. Members of the Executive Committee shall be elected by the General Body of Members.
(B)

The Executive Committee shall include at least three office bearers, namely a President, a Secretary, and a Treasurer.
(C)

The general Body of Members shall have the authority to remove any or all of the Members of the Executive Committee by a vote of no confidence passed by a two-thirds majority of Members in a mail ballot or by resolution adopted by a two-thirds majority of Members present in a Special General Meeting called for the purpose with a quorum, as defined in Article Eleventh.
(D)

Rules and procedures for the nomination, election and for censure of Members of the Executive Committee including office bearers and for filling vacancies on the Executive Committee arising from any reason, shall be as set forth in the By-Laws.

Ninth
To manage specific activities of the Association, there may be established committees as provided in the By-Laws or as resolved by the Executive Committee from time to time. The Executive Committee may delegate to such committees, by resolution, defined powers and responsibilities.

Tenth
There shall be established a Nominating/Election Committee consisting of not more than three members in accordance with the By-Laws. The Nominating/Election Committee shall seek nominations and conduct elections for all elective positions of the Association.

Eleventh
Every year there shall be an Annual General meeting of Members preferably as a business session within an Annual Conference. The agenda of the meeting shall include presentation of an Annual Report and audited accounts by the Executive Committee. A Special General Meeting of Members can be called by the Executive Committee either at its discreation or upon request by at least one-tenth of Members by a written petition bearing their signatures. Any voting on a resolution except on amendments to the Articles of Incorporation or the By-Laws can be carried out either by mail ballot or at a General Meeting, and shall be decided on by a simple majority of Members voting by mail ballot or present at the General Meeting. The presence of at least one-tenth of Members in a General Meeting shall constitute a quorum.

Twelfth
(A)
Amendments to the Articles of Incorporation can be proposed by the Executive Committee or by at least one-fourth of Members in the form of a written petition signed by them and submitted to the Executive Committee. Any amendment to the Articles of Incorporation shall require the consent of at least two-thirds of Members. Such consent shall be sought by mail ballot or in a Special General Meeting called for the purpose.
(B)

Amendments to the By-Laws may be proposed by the Executive Committee or by at least one-tenth of Members by a signed petition to the Executive Committee. Any amendment to the By-Laws shall require the consent of a simple majority of Members voting by mail ballot or a two-thirds majority of Members present at a General Meeting. Such petitions must be made at least four weeks prior to the General Meeting.

Thirteenth
The Executive Committee shall be responsible for the preservation and safe keeping of basic documents pertaining to the Association, and for maintaining books of minutes and other operational record. The Executive Committee shall also be responsible for preparing and keeping up-to-date a complete list of Members of the Association.

Fourteenth
(A)
The Association shall seek to be financially self-supporting and solvent in its operations. To that end the Executive Committee may levy charges on participants for financing its activities, and to establish reserve or other funds to protect its assets or finance specific programs.
(B)
The Executive Committee shall be responsible for maintaining records of all financial transactions, following conventionally accepted accounting and business practice, and for preparing a balance sheet and income statement for each fiscal year.
(C)

The Association's financial records and balance sheet and income statement shall be audited annually by a qualified Auditor or Auditors.

Fifteenth
The private property of the members of the Executive Committee of the Association shall not be subject to payment of corporate debts to any extent whatever.

Sixteenth
The Association shall indemnify any member of the Executive Committee or officer or former member of the Executive Committee or officer of the Association, or any person who may have served at its request as a member of the Executive Committee against expense actually incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such member or officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The indemnification provided by this Article Sixteenth shall not be deemed exclusive of any other rights to which such member of the Executive Committee or officer may be entitled under any By-Law, agreement, vote of the Executive Committee or otherwise.

Seventeenth
The Association reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in any manner now or hereafter prescribed by statute.

Eighteenth
The duration of the Association shall be perpetual.

IN WITNESS WHEREOF,the undersigned, being duly authorized, have executed the foregoing Articles of Incorporation, and hereby acknowledge the same to be their act. Washington, DC August 30, 1986.

 


By-Laws
 
These By-Laws of the Association for Economic and Development Studies on Bangladesh, Inc. (hereinafter referred to as "the Association") adopted on August 30, 1986 shall be read in conjunction with, and as subsidiary to, the Articles of Incorporation of the Association. The activities and business of the Association shall be managed or conducted in accordance with the provisions of these By-Laws, as provided in Articles Sixth of the Articles of Incorporation. Some of the provisions of the By-Laws define or specify in detail certain related provisions of the Articles of Incorporation. In the event of any conflict between the provisions of the Articles of Incorporation and the By-Laws, those of the Articles of Incorporation shall prevail.

One
Location
The Association will be incorporated in the District of Columbia.

Two
Business and Fiscal Year
The business and fiscal year shall be from January 1 to December 31.

Three
Activities
3.1 In order to promote the objectives of the Association, its activities will include, but not be limited to: the organization of conferences, seminars, workshops and lectures; the sponsorship and undertaking of research; participation in conferences and meetings in collaboration with other professional associations such as the American Economic Association and the Bangladesh Economic; the publication of journals, newsletters, proceedings of conferences, research findings, books, etc.; the maintenance of a current directory of members and other professional experts. The Association may support charitable and other causes consistent with its goals and objectives.

3.2 The Executive Committee will endeavor to publish a regular newsletter to communicate with Members.

Four
Membership
4.1 A person can apply for membership in a prescribed form and shall become a Member on approval by the Executive Committee.

4.2 The Executive Committee shall draw up the eligibility criteria for Members in light of the provisions set forth in Article Seventh.

4.3 Each year the Annual General Meeting shall determine membership fees for regular Members for the next year and for Life Members.

4.4 The Membership fee is due on January 1 every year or, for a new Member, on acceptance of membership. Membership fees shall be non-refundable. A person ceases to be Member if he/she is more than six months in arrears in payment of Membership fee. Such a person may be reinstated as a Member if he/she clears the dues.

4.5 A Member may resign by written notice to the Executive Committee.

4.6 Only Members have the right (a) to nominate and be nominated to elective positions of the Association; and (b) to vote in any election or on any resolution or issue concerning the Association's affairs.

4.7 A Member may be censured, suspended or expelled from the Association for participation or involvement in any activity detrimental to the interests of the Association. A Disciplinary Committee appointed by the Executive Committee will investigate and recommend to the Executive Committee all such disciplinary action. The full Executive Committee shall review the case and take necessary action. The decision of the Executive Committee shall be final.

4.8 The Treasurer shall maintain a current list of Members, which shall be open to inspection by Members.

Five
Executive Committee
5.1 The Executive Committee shall consist of nine members: a President, a Vice President, a Secretary, a Joint Secretary, a Treasurer and four members.

5.2 Each Member of the Executive Committee shall be elected for a term of one year. A Member of the Executive Committee can be reelected.

5.3 In the event of a vacancy on the Executive Committee, the position shall be filled by a special election if more than one year of the outgoing member's term remains; otherwise, it shall be filled by co-option. In either case, the new member will serve out the remainder of the outgoing member's term. The Executive Committee will obtain a recommendation from the Nominating Committee to fill a vacancy by co-option.

5.4 The Executive Committee will draw up a set of operating procedures to guide them and follow standard parliamentary procedures in conducting Executive Committee meetings.

5.5 The President is the chief executive officer of the Association. The President chairs Executive Committee meetings, and represents the organization to outside bodies and the Executive Committee to the General Body of Members.

5.6 The Vice President is second in order of precedence to the President and shall carry out the President's functions in the President's absence or when authorized by the President.

5.7 The Secretary is responsible for all administrative matters including keeping minutes of Executive Committee and General Meetings, and coordination in the execution of Executive Committee decisions. The Secretary shall also prepare and present the Annual Report at the Annual General Meeting.

5.8 The Joint Secretary shall act as the Secretary in the latter's absence.

5.9 The Treasurer will manage the financial affairs of the Association, including maintenance of up-to-date records of all financial transactions, preparation of accounts and budgets, and keeping a current list of Members. The Treasurer shall also prepare and submit the Annual Balance Sheet and Income Statement for audit.

5.10 The Executive Committee shall attempt to hold regular consultations or meetings at intervals to be determined by it, and also as necessitated by circumstances. The President shall call all Executive Committee meetings. The consent of a simple majority of the existing Members of the Executive Committee shall be needed to pass any resolution.

Six
Committees
6.1 The Executive Committee may establish from time to time, by resolution, committees to carry out regular activities or particulars functions or programs. The Executive Committee resolution will specify the composition, terms of reference and life span of each committee. Within the terms of reference set by the Executive Committee, each committee will be responsible, for managing the particular activity for which it is established.

6.2 Members of committees may be drawn from among the Executive Committee and the Membership-at-large. The chairmen will report regularly to the Executive Committee to enable the proper coordination and monitoring of the various activities.

6.3 There will be established, as necessary, a Disciplinary Committee to deal with matters involving the censure, suspension, expulsion involving the censure, suspension, or other form of disciplining of a Member, or the disciplining of a non-member participating in an activity organized by the Association. This committee shall be chaired by the President and comprised of an equal number of Members of the Executive Committee and non-Members of the Executive Committee. The members of the Disciplinary Committee will be appointed by the Executive Committee. The Disciplinary Committee shall be responsible to the Executive Committee, to which it will submit recommendations on matters referred by the Executive Committee.

Seven
Regional Coordinators
The Executive Committee may designate certain as Regional Coordinators to facilitate contacts with Members in various Regions. The number and location of such Regional Coordinators shall be determined by the Executive Committee in light of the regional concentration of Members.

Eight
Nominating/Election Committee
8.1 The Nominating/Election Committee shall be appointed by the Annual General Meeting for a term of office to be determined by the Annual General Meeting. The Nominating/Election Committee shall be responsible for administering the nomination process and conducting elections to all elective positions of the Association as well as administering ballots for validly processed resolutions.

8.2 The Nominating/Election Committee shall consist of not more than three members drawn from the Members of the Association. Members of this Committee may not seek election.

Nine
Elections
9.1 The Nominating/Election Committee shall send out the names of nominated candidates for all elective positions by October 1 of an election year along with a list of eligible voters consisting of Members of the Association as of September 30. The Committee shall, at the same time, seek write-in candidates. In the event that no alternative valid write-in candidates for a particular position is endorsed by at least three percent of the eligible voters, and such written endorsement is not received by November 10, the nominated candidate for that position shall be declared elected.

9.2 In the event a valid alternative write-in candidate for a particular position receives the endorsement of at least three percent of the eligible voters, the Nominating/Election Committee will then hold a mail ballot for the election to such position(s). Eligible voters will be mailed written notices and ballots by November 15 and ballots must be returned by December 31, at which time the results shall be declared.

9.3 All elections will be decided by a simple majority of Members responding in the mail ballot.

Ten
Financial Matters
10.1 Auditors will be appointed by the Annual General Meeting for a term of office to be determined by it.

10.2 Each year on assumption of office, the Treasurer, under the direction of the Executive Committee, will prepare a budget (or estimates of income and expenditure) for the current year. The budget will be reviewed periodically) by the Executive Committee in the light of actual income and expenditure.

10.3 The Association will maintain accounts in banks. All withdrawals above one hundred dollars (US$100) shall require the signature of two office bearers.

Eleven
General Meetings
11.1 Members shall be notified in writing of the date, time, place and proposed agenda of the Annual General Meeting at least six weeks prior to the meeting.

11.2 The President of a Association (or the Vice President in his/her absence) shall chair all General Body Meetings.

11.3 The President of a General Meeting may vote on, but shall not propose any motion or take part in any discussions on a motion while functioning as Chairman. A Chairman wishing to participate actively in a matter under consideration will step down temporarily from the chairmanship, for a specified period.

11.4 In all General Meetings a simple majority of those present shall be required to table a motion with the exceptions noted elsewhere in these By-Laws.

11.5 The chair will rule on all procedural matters in the General Meetings.

Twelve
Amendment of Articles of Incorporation and By-Laws
Voting on any amendment proposed by Members shall be completed within ninety days of receipt by the Executive Committee of a valid petition for this purpose.