ABOUT US

Preamble & Constitutions

PREAMBLE

The Incorporators of “The Zomi Welfare Organization of the United Kingdom" have organized the Corporation as non-profit Organization to promote the underprivileged communities through social and economic development. The corporation shall give assistance to other non-profit organizations pursuing the same goals.

ARTICLE I - Offices

The corporation shall maintain a registered office in the UK and may maintain a branch office in the project area.

ARTICLE II - Trustees

SECTION 1. SELECTION. The corporation shall have Board of Trustees who are prominent and concerned members of the communities. The Board of Trustees shall be separated and distinct from any other class of Members created in pursuant to Article VIII thereof, and its powers, rights, duties and privileges shall be exclusive of those of any other membership class.

SECTION 2. APPOINTMENT AND NUMBER OF TRUSTEES. The initial Trustees shall be appointed by the Management Team within sixty (60) days of the date of incorporation, provided that persons nominated by them live in the UK. The Management Team shall determine the initial number of Trustees, and the Management Team may thereafter increase or decrease the number of Trustees.

SECTION 3. VOTING RIGHTS. Each Trustee shall be entitled to one vote on each matter submitted to a vote of the Trustees.

SECTION 4. TERM OF TRUSTEESHIP. The Management Team shall appoint the first Board of Trustees within sixty (60) days of the corporation's incorporation, for a term of three (3) years, until a successor shall be elected and shall qualify; provided, however, that any Trustee may be removed for cause by a three-quarters vote of the Management Team; provided further, that upon the expiration of the Trustees' first three-year term, the Management Team may set the subsequent term of any Trustee at one, two, or three years, so that one-third of all authorized Trustees [or as close to one-third as possible] shall thereafter be subject to election in each calendar year

SECTION 5. RESIGNATION. Any Trustee may resign by filing a written resignation with the Secretary.

SECTION 6. REINSTATEMENT. Upon written request signed by a former Trustee and filed with the Secretary, the Management Team may, by the affirmative vote of two thirds of the members, reinstate such former Trustee to membership on such terms as the Management Team may deem appropriate.

SECTION 7. DUTIES. The Trustees shall oversee and advise the Management Team concerning the corporation's policies and programs.

ARTICLE II- Meetings of Trustees

SECTION 1. ANNUAL MEETING. An annual meeting of the Trustees shall be held once each year for the purpose of election.

SECTION 2. SPECIAL MEETING. Special meetings of the Trustees may be called either by the Chairperson of the Board of Trustees, or not less than a majority of the Trustees or Directors having voting rights, for the purpose or purposes stated in calling the meeting.

SECTION 3. PLACE OF MEETING. The Board of Trustees may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Trustees or the Management Team. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the Organization.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of any meeting of Trustees shall be delivered to each Trustee entitled to vote at such meeting in not less than 30 days. In the case of removal of one or more directors, a merger, consolidation, or dissolution, or a sale, lease, or exchange of assets the meeting will be notified at least 30 days in advance. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notification of a meeting shall be deemed delivered when deposited in the United Kingdom mailing address, as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 5. VOTING. Each Trustee, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of Trustees. Each Trustee may vote either in person or by proxy, provided they nominate somebody to represent them.

ARTICLE III - Board of Directors

SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by or under the direction of its Board of Directors. The Directors, by majority vote, shall elect one of their members to be Chairperson, and at the Board's discretion, another member to be Co-Chairperson with equal powers and authority. Barring death, resignation, or dismissal for cause, the initial Board, the Chairperson and Co-Chairperson shall hold their positions for three years.

SECTION 2. REGULAR MEETINGS. A regular annual meeting of the board of directors shall be held without other notice than these bylaws, immediately after, on the same date, and at the same place as the annual meeting of Trustees. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

SECTION 3. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided that if less than a majority of the directors are present at the said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

SECTION 4. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute. No director may act by proxy on any matter.

SECTION 5. RESIGNATION AND REMOVAL OF DIRECTORS. A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed with or without cause, as specified by statute, the articles of incorporation, or these bylaws.

SECTION 6. INFORMAL ACTION BY DIRECTORS.The authority of the Board of Directors may be exercised without a meeting if consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

SECTION 7. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 8. PRESIDENT. The president shall be the principal executive officer of the corporation. If no president is appointed, Managing Director, the Chairperson, and Co-Chairperson, if any, of the Board of Directors shall serve as Managing Director(s) with all of the powers of the President.

SECTION 9. FINANCE MANAGER: The finance manager shall be the principal accounting and financial officer of the corporation. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible for it, and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of finance director and such other duties as from time to time may be assigned to him or her by the Management Team and the Board of Directors. If required by the Board of Directors, the finance manager shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 10. SECRETARY. The secretary shall (a) record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each member which shall be furnished to the secretary by such member; and (e) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the Management Team and the Board of Directors..

ARTICLE IV - Members

SECTION 1. MEMBERSHIPS. The Board of Directors shall have the power to create one or more class of Memberships, other than the Board of Trustees, which may be given any duty right or power consistent with the Non profit Organization Act of 1990, as amended, the Articles of Incorporation, and these Bylaws. Said Members may be charged dues, and they may be given the right to nominate Directors, and exercise other corporate powers.

SECTION 2. CERTIFICATES OF MEMBERSHIP. The Board of Directors may provide issuance of Certificates evidencing Membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the Managing Director, President or a Vice President and by the secretary or an assistant secretary and may bear the corporation's seal, which may be in facsimile. The name and address of each Member shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore on such terms and conditions as the Board of Directors may determine.

SECTION 3. ISSUANCE OF CERTIFICATES. When a Member has been admitted to Membership and has paid any initiation fee and dues that may then be required, a Certificate of Membership shall be issued in his or her name and delivered to him or her by the Secretary, if the Board of Directors shall have provided issuance of certificates of membership under the provisions of Section 1 of this Article.

ARTICLE V - Books and Records

The corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. Any member, or his or her agent or attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.

ARTICLEVI-FiscalYear

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE VII - Donors

The Board of Directors may give special recognition to significant donors of money or property by listing them in the corporation's annual report or on the corporation's letterhead, or by appointing donors to advisory bodies or as Trustees, as provided herein.

ARTICLE VIII - Seal

The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, London." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory.

ARTICLE IX - Waiver of Notice

Whenever any notice is required to be given under the provisions of the Non profit Organization Act of UK or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE X - Conflicts of Interest

SECTION 1. Directors, officers, trustees, and members shall disclose any interest that they may have which may conflict with those of the corporation to the President, to the Chairperson or Co-Chairperson of the Board of Directors, or to the Treasurer, and they shall not promote or become a party, directly or indirectly, to any business transaction with the corporation which may result in private pecuniary gain or inurnment to that director, trustee, or member.

SECTION 2. If a transaction was fair to the corporation at the time it is authorized, approved, or ratified, the fact that a director, officer, trustee, or member of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

SECTION 3. In a proceeding contesting the validity of a transaction described in Section 2 of this Article, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and that person's interest or relationship were disclosed or known to the Board of Directors and the board or committee authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors even though the disinterested directors were less than a quorum. If the transaction was unfair to the corporation, and party's interest or relationship to the transaction was not disclosed, the Directors shall seek compensation from the interested party, through legal action if necessary, for any loss incurred by the corporation and/or any pecuniary gain realized by the interested party.

SECTION 4. The presence of a director, officer, trustee, or member who is directly or indirectly a party to the transaction described in Section 1 of this Article or any such party who is otherwise not disinterested may be counted in determining whether a quorum is present but may not be counted when the Board of Directors or a committee then takes action on the transaction.

SECTION 5. For purposes of this Article, a director is "indirectly" a party to a transaction if the other party to the transaction is an entirety in which the director has a material financial interest or of which the director is an officer, director, or general partner.

ARTICLE XI - Amendments

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the articles of incorporation or the bylaws. Such action may be taken at regular or special meetings for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The procedure for amendment of the Bylaws shall be as follows. Any Director or Trustee may propose an Amendment by a written motion to the Chairperson or the Co-Chairperson of the Board of Directors containing the proposed amendment. Copies of said written motion shall be mailed to all Directors and Trustees at least sixty days in advance of the next regular or special meeting of the Board of Directors, wherein the proposed amendment(s) shall be discussed. The proposed amendment(s) shall be voted upon in a subsequent regular or special meeting of the Board, to be held at least sixty days following the meeting in which the proposed amendment(s) is first discussed, and a favorable vote of at least two-thirds of the number of Directors currently holding office shall be required for adoption of the proposed amendment