CHAPTER I. GENERAL PROVISIONS

ARTICLE 1: PREAMBLE    

An NGO has been established in the Republic of Armenia in compliance with the legislation of the Republic of Armenia.  These bylaws (the By-Laws) are a set of rules adopted by an NGO’s senior management body for governing its meetings and affairs.

ARTICLE 2: NAME, ACRONYM AND LOGO    

The official name of the organisation is Armenian British Connect or ABC (hereinafter referred as “ABC”).  The logo of ABC represents a synergy of an Armenia flag and one of the symbols of Great Britain.

ARTICLE 3: APPLICABLE LAWS AND LEGAL STATUS    

The operation of the ABC shall be governed by and construed in accordance with Armenian Law.

ARTICLE 4: SPHERE OF ACTIVITIES    

ABC is a non governmental, independent, non-profit organisation that provides a professional network for the British university graduates in Armenia and, in general, for the educated young people of Armenia, who wish to invest their knowledge and expertise in the future development of the Republic of Armenia.  We are dedicated to the socio economic development of Armenia. The ABC activities include, but are not limited to forums, project implementations and management, business and legal consultancy, organisation of educational courses and programs, etc.

ARTICLE 5: LOCATION AND DURATION    

The registered office of the NGO is located on 49/8 Nalbandyan st., Yerevan, Armenia. Tel/fax 523915 www.abconnect.am.

The duration of the operation of ABC is unlimited.

ARTICLE 6: AIMS, VISIONS AND MISSION    

The mission of ABC is: Striving for sustained social development and solid intercultural liaisons between Armenia and Britain.

To achieve sustainable development in the field outlined we have established a vision:

International Relations:      To develop solid and durable British-Armenian ties on social, educational and civic levels.
Education:                          To provide and assist the community with academic opportunities locally and abroad.
Employment:                     To facilitate the employment of young educated professionals.
Business:                           To facilitate business and promote business ethics awareness.

CHAPTER II. MEMBERSHIP

ARTICLE 7: MEMBERSHIP    

ABC is a membership based organisation.  There are two categories of members: regular members and honorary members (persons or institutions that provide a specific, valuable contribution to the ABC).

An underage person, up to 14 years old, may become a member of ABC on his/her will based on the written statement of his/her legal representative.

If an underage person, from 14 years old to 18 years old, in the order prescribed by law is not recognised as a person with an ability to act, he/she may become a member of ABC based on his/her application with the written consent of his/her legal representative.

The specific stipulations regarding the rights and obligations of ABC underage members shall be approved by the Executive Committee.

Each member of the organisation has the right:
i)    to be present at the assembly of ABC, if it is held with the participation of the delegates of the members of the organisation, and the person was not elected as one;
ii)    to get acquainted with the recorded documents of the work of the management bodies, to receive copies of the adopted resolutions (fees collected for the copies shall not exceed the expenses incurred for making the copies).
iii)    to appeal the decisions of the management bodies to higher bodies in the manner envisaged by the charter of the ABC.

ARTICLE 8: QUALIFICATION    

ABC is a strictly apolitical organisation that has set high standards of performance for itself and therefore its members.  Hence the requirements for membership are put forward in order for the members of the organisation to be in tact with its aims, vision, culture, values and strategy.
 
Regular membership:     to be eligible for a regular membership one shell be 18 or older with no criminal record.  His/her current or future employer has to be supportive of the commitment required.  We do not post as a requirement for a membership the location, citizenship, political or religious views of an individual.  However the political activity of a member should in no case affect the ABC.

Honorary membership:    the requirements for an honorary membership are decided upon by the Board of Directors in each particular case following the inference of the Nominating Committee.

ARTICLE 9: ADMISSION    

Members of ABC are either invited or admitted to the organisation. In both cases the applicants must fill in a form and agree to pay the monthly membership.  The decision on admittance of regular members is carried out by the Executive Committee.

ARTICLE 10: RESPONSIBILITY    

The member is required to:
(i)    Familiarise oneself with the Procedures manual.
(ii)    Participate in the general assembly.
(iii)    Vote in the ABC’s elections.
(iv)    Stand as a candidate for any elected post within the ABC.
(v)    Act as a committee member of any committee in accordance with the recommendations of the Board of Directors or the Executive Committee.
(vi)    Participate in all activities organised by the association.

ARTICLE 11: CONSENSUS BUILDING    

Each organisational branch has its field of expertise and consensus building mechanisms.  The above mentioned are elaborated in the relative articles of present By-Laws.

ARTICLE 12: RESIGNATION    

Membership shall be deemed to have lapsed following:
(i)    Written resignation addressed to the Executive Committee;
(ii)    Non payment of annual membership fee after a two month period following written notification to the member that the monthly membership fee is overdue.

ARTICLE 13: EXPULSION OR SUSPENSION    

A member of ABC can be expelled from the organisation in case if he/she has seized to satisfy the membership requirements or for gross misconduct.  However in case of misconduct other disciplinary actions can be inflicted, temporary suspension is more common.  The decision regarding expulsion, suspension, temporary suspension or any other disciplinary action is taken by the Executive Committee based on an official inference by the Nominating Committee.  An explanatory letter regarding the matter of action written by the member undergoing an investigation has to be included in the inference. It is the obligation of the Secretary of the Executive Committee to make sure that the disciplinary action is implemented.

CHAPTER III. ORGANISATION

ARTICLE 14: ORGANISATIONAL STRUCTURE    

The organisational structure of ABC is divided in three levels.
(a) the top level: General Assembly;
(b) the second level: Board of Directors; and
(c) the third level: Executive Committee  and subsequent committees.

The Administration is responsible for record keeping and organisational issues such as membership fee collection etc.  An Ad Hoc Committee is set up each time there is a need for committee custom designed for a certain purpose and a fixed period of time.
The structures of the Board of Directors, the Executive Committee, the General Assembly and of the supporting committees are described in Articles below.

CHAPTER IV. GENERAL ASSEMBLY

ARTICLE 15: PROCEDURES

The supreme body of ABC is the General Assembly, which has the authority to make the final decision on any matter concerning the activities of the ABC.

The regular meeting of the General Meeting shall be convened not less than once a year. In spring of each year, the Executive Committee determines the place and the date of the meeting.

The General Meeting may be held in the form of joint meeting of its members, or via the telecommunication means, by drawing the appropriate protocol or by exchanging documents, which clearly show that the document comes from the person who is mentioned in the document as the author.

Unless otherwise is provided for in these By-Laws all the members of ABC may participate in the General Meeting.

The General Meeting shall be held by means of participation of nominees of the members of the ABC, if as of the time of convening the regular (extraordinary) General Meeting the number of the regular members exceeds 50 persons. In that case 10 members shall be represented by one nominee.    

Calls for General Assembly Meetings can be made orally or in writing, or by personal invitation, 25 days before the General Assembly date.  

The proceedings will be reported by the administration in written form and made available online.

The General Assembly of ABC enjoys the exclusive authority:
i)    to approve the ABC charter (if it was not approved by the founders assembly), the introduction of changes and (or) amendments to it, or approval of a new charter.
ii)    to approve the reports on the activities of the organisation and on utilisation of property.
iii)    to elect those bodies, which are subordinate and accountable exclusively to the supreme body, including the election of the body which shall carry out supervision of the activities of ABC;
iv)    to introduce changes to the staff or premature termination of the authority of those bodies, meanwhile the duration of their authorities may not exceed the time period envisaged by the charter for the convention of regular meeting of the organisation.
v)    to make decision on restructuring the organisation; to approve the act on devolving property or the balance sheet on division of property, except restructuring by the decision of the court.
vi)    to make decision on dissolving the ABC, except cases when decision on dissolution is made by court.
vii)    to solve other issues, if the charter of the organisation envisages the solution of those issues exclusively by the supreme body.


ARTICLE 16: DECISION-MAKING    

The decisions regarding the candidates for the Board of Directors and matters of strategic importance will be voted on and decided by a simply majority. However to vote an individual off the Board of Directors a 2/3 of votes is necessary. There are four individuals that can present proposals for decision-making in the General Assembly:
(i)    Chairman of the Board;
(ii)    Vice-Chairman of the Board;
(iii)    Chairman of the Executive Committee;
(iv)    Vice-Chairman of the Executive Committee.
Alternatively any other member can present a proposal for the decision-making if he has a written consent of the 1/3 of ABC members.

ARTICLE 18: QUORUM    

The General Assembly can meet in an extraordinary session to consider special matters following a request from 1/3 of ABC members. However for the proceeding to take place and for the decisions to be made the presence of 2/3 of the members is required.

CHAPTER V. BOARD OF DIRECTORS

ARTICLE 19: COMPOSITION    

The Board consists of 6 members. Each member is designated to a specific task/issue related to ABC program areas. Within the organisation each member of the Board is responsible for a certain area of ABC activities. For succession purposes there is a position of a Vice-Chairman of the Board.

ARTICLE 20: ELIGIBILITY    

Any member of ABC is eligible to become a Board member, provided she has the necessary expertise to be a part of team that sets strategic goals and policies for ABC. In any case, the candidacy of any given member also has to be supported by the majority of the members.

ARTICLE 21: SELECTION AND APPOINTMENT    

During the first General Assembly meeting a Chairman of the Board shall be elected.  The rest of the members will be recommended by the Chairman and voted on by the members of the General Assembly.  It is not obligatory to fill all of the six positions in the Board of Directors.

ARTICLE 22: TERM OF OFFICE    

A Board member can not serve more then two consecutive terms in the office.  Each term consists of two years.

ARTICLE 23: VACANCIES    

The vacant positions in the Board will be advertised on the official web-site of ABC.  However, there is no time limit for filling the vacant position on the Board.

ARTICLE 24: DUTIES AND FUNCTIONS OF THE BOARD    

The Board of Directors as a whole and each member separately has the following duties and functions:
(i)    to set policies and strategies of ABC, in line with the agreed purposes, principles and scope of ABC activities;
(ii)    to set operational guidelines, work plans and budgets for ABC as well as policy and program support;
(iii)    to make funding decisions;
(iv)    to assists the internal workings of ABC by setting criteria for membership of, and appointing, review panels and/or support groups;
(v)    to establish a framework for monitoring and periodic independent evaluation of performance and financial accountability of activities supported by ABC;
(vi)    to represent ABC in the larger community;
(vii)    to represent views of ABC in various constituencies, or within the NGO community in relation to outside organisations;
(viii)    to coordinate with outside agencies, as well as advocate for ABC, and mobilising resources;
(ix)    to participates on committees and working groups of ABC;
(x)    Board Members are expected to have the ability to represent and promote the ABC publicly, as a Board member representing the NGO community; ability to act within a team setting; be gender sensitive; possess diplomatic and strategic political skills, including capacity to think and work strategically; possess the ability to work in international languages; and also have linkages to an organisation that can facilitate communication and liaison; and provide consultation and support.

ARTICLE 25: DECISION-MAKING.    

Decisions taken in the Board need to be voted on. A simple majority is enough for a decision to come into power.

ARTICLE 26: PRESS STATEMENTS.    

The Secretary of the Executive Committee is responsible for preparing press statements regarding the proceedings and functioning of the Board based on the protocol of the meetings.

ARTICLE 27: MEETINGS.    

Board meeting take place twice a month. Any Board member can call an extraordinary meeting provided that there was 48 hour notice. The administration is responsible for the organisation of Board meetings.
The agenda of the Board meeting shall be composed by the Secretary of the Executive Committee upon approval of the Chairman of Executive Committee.  The draft agenda shall be forwarded to the Board member no later than 7 working days before the date of the meeting.  The Board member shall have a right to include in the agenda other issues no later than within two working days after receiving the draft agenda.  In such a case the modified version of the draft agenda shall be submitted to the Secretary of the Executive Committee.  
The agenda shall be approved by the Chairman of Executive Committee and submitted to all Board Members.      

ARTICLE 28: QUORUM    

Four out of six Board members need to be present for any decisions to be taken.

ARTICLE 29: RESIGNATION    

A written request is need for a Board member to resign.

ARTICLE 30: REMOVAL    

A Board Member could cease to be a Member if he/she no longer has an employer who is supportive of the time commitment required or he/she is unable to perform the agreed upon tasks; if it has come to the attention of the Board that her/his activities outside the functions as a Board member have a political nature; he/she is unable to work with the other NGO Board Members as part of a team; or if a conflict of interest is declared. Questions of removal or suspension are to be voted on by the General Assembly following an inference by the Board of Directors. A simply majority of votes is needed to remove a Board member.

CHAPTER VI. EXECUTIVE COMMITTEE

ARTICLE 31: COMPOSITION    

The Executive Committee consists of four members: Chairman, Vice-Chairman, Treasurer and a Secretary.

ARTICLE 32: ELIGIBILITY    

Any member of ABC is eligible to be in the Executive Committee.

ARTICLE 33: SELECTION AND APPOINTMENT    

The members of the Executive committee are appointed by the Board of Directors.

ARTICLE34: TERM OF OFFICE    

There is no term limit for holding a spot in the Executive Committee.

ARTICLE 35: VACANCIES    

Since the every single position in the Executive Committee is vital for the organisation, it is necessary to fill in the positions as quickly as possible.

ARTICLE 36: DUTIES AND FUNCTIONS OF THE EXECUTIVE COMMITTEE    

Coordinate comities, put decisions of the board in place, provide information to the board regarding the performance

ARTICLE 37: DECISION-MAKING.    

Since all strategic decisions are made in the Board of directors there is no need for a decision making policy for the Executive committee.

ARTICLE 38: MEETINGS.    

The Executive Committee meets on a weekly basis. The Administration is responsible for the organisation of the meetings.

ARTICLE 39: QUORUM    

The meeting of an Executive Committee can take place if either a Chairman of the Executive Committee or the Vice-Chairman of the Executive Committee is present along with the obligatory presence of the Secretary and the Treasurer.

ARTICLE 40: RESIGNATION    

A written request to the Board of Directors is needed for a member of the Executive Committee to resign.

ARTICLE 41: REMOVAL    

A member of the Executive Committee can be removed from the Committee if for any reason the Board decides that the particular individual can not fulfil his/her duties as a member of Executive Committee.

CHAPTER VII. SUPPORTING COMMITTEES

ARTICLE 42: RUNNING.    

There are six committees:
(1).    Marketing & Media – responsible for public relations, advertisements and marketing campaigns.
(2).    Finance – the Treasurer chairs this committee. It provides financial oversight for the organisation, advises the board on the budget and financial affairs.
(3).    Event Management– responsible for any issues concerning the organisation of events.
(4).    Legal – this committee is responsible for legal matters of the organization.
(5).    HR- Identifies new board members, nominates individuals to serve as NGO officers and deals with HR issues in the organisation.
(6).    Research – responsible for conducting research on different issues for the benefit of both ABC and public use.

ARTICLE 43: ELECTION AND TERM OF OFFICE    

The members of the supporting committees will be appointed by the Board members for an unlimited term.
    
CHAPTER VII. AUDITOR

ARTICLE 44: ANNUAL AUDIT.    

The administration and the finance of ABC will be audited annually by an auditing company acceptable to the Board. Based on the findings of the audit a list of measures will be adopted by the Executive Board as an implementation program.

CHAPTER VIII. STAFFING

ARTICLE 45: DEFINITION    

Staff members that are not members of the organisation do not take part in the decision making process and can not hold a position in a committee or the Board. Staff members are individuals employed by the organisation to perform certain tasks. Relations with the staff are governed by the labour legislation of the Republic of Armenia.

ARTICLE 46: DUTIES AND ROLES OF STAFF MEMBERS    

Duties and roles of the staff members are set out in their respective job descriptions and/or employment contracts.

CHAPTER IX. RESOURCES

ARTICLE 48: SOURCES AND USES.    

Resources shall be drawn from:
(1).    Membership fees for members. A membership ID is delivered to all regular members.
(2).    Proceeds earned from the organisation’s publications (reports, books, documents, journals etc.)
(3).    Financial assistance from any public or private, national, foreign or international institution
(4).    Any income resulting from any specific activity of the association deriving from the aims, missions and visions of the associations.

CHAPTER X. MISCELLANEOUS

ARTICLE 54: COMING INTO FORCE.    

The By-Laws shall enter into force upon its approval by the Board of Directors.
 

ARTICLE 56: ADDITIONS, MODIFICATIONS AND AMENDMENTS TO ARTICLES    

The additions, modifications and amendments to the By-Laws shall be made upon a Boards approval thereof.  The draft additions, amendments and modifications may be proposed by the Board member or member of Executive Committee.  Only the additions, modifications and amendments included in the agenda of the Board meeting may be voted.