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SADA ByLaws

ARICLE 1

PRINCIPAL AND CHAPTER OFFICES

SECTION 1. STRUCTURE OF SADA

The Sudanese American Association at Dulles Area (hereinafter referred to

as SADA) is a non-profit organization incorporated in Dulles, Virginia and has the

following registered agent:

SWYFT FILLINGS

1000 N West St

Wilmington, DE 19801

SECTION 2. PRINCIPLAL OFFICE

The principal office of The Sudanese American Association at Dulles Area

(Hereinafter referred to as SADA) is located in Reston – Herndon – London country-Chantilly -Manassas

SECTION 3. CHANGE OF ADDRESS OR REGISTERED AGENTS

The designation of the district, county, or state of SADA’s principal office may be

changed by the Executives Committee. The Executive Committee may change the registered agents or the principal office from one location to another within the named

city by noting the changed address and effective date, and such changes of address shall

not be deemed, nor require, an amendment of these Bylaws.

SECTION 4. OTHER OFFICES

SADA may also have offices at such other places, within or outside its state where it is

authorized to do business, as it’s business and activities may require, and as the Executive Committee may, from time to time, designate.

ARTICLE 2

NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501(C) (3): PURPOSES

SADA is organized exclusively for one or more of the purposes as specified in Section

501(C) (3) of the Internal Revenue Code, including, for such purposes, the making of

distributions to organizations that qualify as exempt organizations under Section 501(C)

(3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of SADA shall be:

  1. To create conditions that support and promote the health, education, and social services

needs of individuals of Sudanese heritage in the Dulles Area , VA

through public awareness, community mobilization, skill building and other services.

SADA seeks to link individuals and families to vital human services within a

cultural context.

  1. To promote the mutual understanding and cooperation between Sudanese community

At Dulles area, and between SADA and other communities, and to preserve and advance

the diverse cultural heritage and social values of the Sudanese community.

  1. To advocate cultural exchange, to promote education at all levels, and to cooperate

with charitable and other organizations involved in community services.

ARTICLE 3

MEMBERS AND MEMBERSHIP

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

SADA shall have only one class of members with equal voting rights, subject to Article

(6)  hereunder, all members shall have the same rights, privileges, restrictions and conditions.

SECTION 2. QULIFICATIONS OF MEMBERS

The qualifications for membership in SADA are:

  1. The member shall be at least eighteen (18) years old;
  2. The member shall have Sudanese heritage or be concerned with Sudanese cultural and social issues;
  3. The member must pay registration fees and annual membership dues as prescribed in section (4) hereunder and;
  4. The member must agree to abide by SADA Bylaws and its code of conduct or eth
  5. The member shall be a lawful resident of All Dulles Area, VA as defined by the SADA

SECTION 3. ADMISSION OF MEMBERS

Applicants shall be admitted to membership when they file a membership application, pay the applicable dues and satisfy the membership qualifications set forth in Article (3) Section (2) herein Dulles, Virginia

SECTION 4. FEES AND DUES

  1. No Registration fee shall be charged for filing a new application for membership in S
  2. The annual (Membership fees payable to SADA by members shall be
    1. $ 60 for individual and $120 for a family payable in a lump sum or payable in instalment on monthly basis, payable not later than the tenth day of each month. For the purpose of this Section family includes husband, wife and children less than eighteen (18)
    2. Students who are 18-22 years old are eligible for full membership rights upon payment of 50% of the membership fees.
  1. A receipt shall be issued by the treasurer to such a member upon payment of the fees and dues, However, the details of the payments of all members shall be updated periodically in the official SADA Website.
  2. Membership fees are collected in accordance with SADA Financial year which begins on the first day of March of each year and ends on the last day of February of Following y Payments made during any fiscal year are deemed applicable to that particular fiscal year
  3. Executives of the Executive Committee shall not issue a personal check as payment for membership for any member of SADA other than himself/herself and his/her immediate family members (spouse and children).
  4. Membership dues collected by any member of the Executive Committee shall be delivered to the treasurer no later than five days from the date of collection.

SECTION 5. MEMBERSHIP CERTIFCATE

SADA may issue a certificate of membership evidencing the status of such a member, or family, whenever possible. However, the list of members of SADA shall be updated periodically in the official SADA Website and/or SADA WhatsApp Group

SECTION 6. MEMBERSHIP BOOK

SADA shall keep a membership book containing the name, address and phone number of each member.  Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at SADA principal office or website.

SECTION 7. OTHER TYPE OF MEMBERSHIP

The Executive Committee has right to grant affiliation membership to certain group of people, but such members do not have the right to vote and participate in the general assembly.

SECTION 8. NONLIABILITY OF MEMBERS

A member of SADA is not, as such, personally liable for the debts, liabilities, or obligations of SADA.

SECTION 9. NONTRANSFERABILITY OF MEMBERSHIP

  1. No member may transfer his membership rights or any other right arising there from.
  2. All rights of membership shall cease upon the member’s death or termination

SECTION 10. TERMINATION OF MEMBERSHIP

The membership rights of a member shall terminate upon the occurrence of any of the flowing events:

  1. Upon the death of the member;
  2. Upon his or her notice of such termination delivered to the President or Secretary of SADA personally or by mail, or email, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail;
  3. Upon a failure to renew his or her membership by paying dues on or before their due date, such termination shall be effective after thirty (30) days of a written notification of delinquency is given personally, mailed or emailed to such member by the Secretary of SADA.

 A member may avoid such termination by paying the amount of delinquent dues within thirty (30) day period following the member’s receipt of the written notification of delinquency;

  1. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Executive Committee of SADA  that the member  has violated  SADA  code of conduct  or engaged  in conduct materially and seriously prejudicial to the interests or purposes of SADA;
  2. Upon a failure to satisfy the membership qualifications set forth in Section (2) herein.

ARTICLE 4

STRUCTURE OF SADA

SADA shall consist of the following:

  1. The General Assembly
  2. The Executive Committee
  3. The Advisory Board
  4. Any other committees as the General Assembly or the Executive Committee may designate.

GENERAL ASSEMBLY

SECTION 1. MEMBERSHIP

Any member of SADA who satisfies the membership qualifications specified in Article

(3) Section (2) shall be a member of the General Assembly.

SECTION 2. POWERS AND DUTIES

The General Assembly shall have the following duties and authorities:

  1. To perform any and all duties specified in these Bylaws
  2. To elect the Executive Committee from among its members every two (2) years
  3. To discuss and approve the annual report and the annual financial statements
  4. To discuss and approve any proposals for amending the Bylaws of SADA
  5. To pass a vote of no confidence in the Executive Committee as stipulated under Section (7) hereunder.

SECTION 3. PLACE OF MEETING

Meetings of the General Assembly shall be held at the principal office of SADA or at such other place or places as may be designated from time to time by resolution of the Executive Committee.

SECTION 4. REGULAR MEETINGS

The regular meeting of the General Assembly shall be held annually to review the performance and accomplishments of the Executive Committee for that specific year.

SECTION 5. SPECIAL MEETINGS

  1. A special meeting of the General assembly shall be called by the Executive Committee, or by the Advisory Board when the Executive Committee is unable to function due to disagreement among its members and the advisory board cannot resolve the issue without referring it to the General Assembly
  2. Special meetings can also be called at the request of one fourth of the members of SADA who qualify under Article (3) Section (2) herein. The Executive Committee shall call for such a meeting, once a petition including the names, signatures, addresses and telephone numbers of such members is delivered to it.
  1. If a special meeting is held, SADA’s members in good standing who have paid their dues in full on or before the date of the meeting are eligible to vote on any proposals presented at the meeting.

SECTION 6. CONDUCT OF THE MEETINGS

Meetings of the General Assembly shall be presided over by the President of SADA or, in his or her absence, by the Vice President of SADA. The Secretary of SADA shall act as Secretary of all meetings of the General Assembly; in his or her absence; the presiding officer shall appoint another person to act as Secretary of the Meeting.

SECTION 7. VOTE OF NO CONFIDENCE

At any regular or special meeting of the General Assembly, the General Assembly may, by a vote of two thirds of those present in the meeting, pass a vote of no confidence in the Executive Committee. In such cases the Executive Committee shall cease to hold office. The Advisory Board shall call for a subsequent meeting of the General Assembly to elect a new Executive Committee not later than two (2) weeks of this meeting. In such a situation the outgoing Executive Committee shall handover all records and finances to the Advisory Board.

SECTION 8. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally, or by mail, by email, or at the discretion of the President, or the Secretary, or the persons calling for the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of SADA, with postage prepaid.

SECTION 9. QUORUM FOR MEETINGS

  1. A quorum of regular and special meetings of the General Assembly shall consist of one half of the registered, and dues paying members of SADA. The list of such members shall be published by the Executive Committee by February 15th of the year in which elections are to be held The Final list shall be published by March 2nd of that year.
  2. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
  1. If a quorum is not present in any meeting, a subsequent meeting shall be called by the Executive Committee within two (2) weeks of the first meeting. The quorum for such meeting shall be one fourth of the registered, dues paying members of SADA. If less than one forth was present, the Executive Committee and the Advisory Board shall call for another meeting within one week from this meeting, which shall be a valid meeting regardless of the number of members attending.

SECTION 10. MAJORITY ACTION AS THE GENERAL ASSEMBLY ACTION

Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the General Assembly, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

ARTICLE 6

THE EXECUTIVE COMMITTEE

SECTION 1. ELECTIONS OF THE EXECUTIVE COMMITTEE

  1. The Executive Committee shall be elected by the General Assembly from among its members during the General Assembly regular m To be eligible to vote in such elections, the member must have at least paid his/her full dues for the year in which the elections will be held no later than March 1st   of that year.
  2. To be eligible to run for office of the Executive Committee, the candidate must have been a member in good standing of SADA, and must have at least paid his/her full dues for the year in which the elections will be held no later than March 1st t of that year and has been a member in good standing in the year preceding election year.

SECTION 2. EXECTIVES OF THE EXECUTIVE COMMITTEE

The   Executive Committee shall consist of Eleven (11) officers to be filled by the candidates who obtain the highest number of votes at election by the members of the General Assembly. Names of the remaining candidates shall be kept as a reserve list by the Executive Committee for the purpose of filling any vacancy or vacancies that may arise in accordance with highest number votes obtained at the election at the General Assembly meeting. In case of equal number of votes for the eleven members, the election committee shall determine the winner by a process of drawing of lots between the competing candidates by the Chair of the election committee.

SECTION 3. DESIGNATION OF EXECUTIVES

The Executive Committee shall nominate and appoint four of its members to act as:

  1. President
  2. Vice President
  3. General Secretary.
  4. Treasure

The Executive Committee shall assign offices and responsibilities to the seven remaining members.

SECTION 4. TERM OF THE EXECUTIVE COMMITTEE  

Each Executive Committee shall  hold  office  for  a  period  of  two  (2)  years  unless otherwise decided by the General Assembly.

SECTION 5. STANDARD OF CONDUCT FOR EXECUTIVES

 Each member of the Executive Committee, when discharging the duties of executive shall act:

  1. In good faith
  2. In a manner the director reasonably believes to be in the best interest of SADA; and
  3. Shall discharge his/her duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

SECTION 6. DUTIES

The Executive Committee shall carry out the following functions:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
  2. Propose and execute projects and programs designed to promote the objectives of

SADA.

  1. Supervise all officers, agents and employees of SADA to ensure that their duties are     performed properly and timely; and
  2. Prepare and submit for the discussion in the General Assembly regular meetings the annual report and the annual financial statement.  Such report and statement to be posted at SADA’s website at least one month before the regular meeting.
  3. Meet at such times and places as required by these Bylaws

SECTION 7. PLACE OF MEETINGS

Meetings of the Executive Committee shall be held at the principal office of SADA unless otherwise decided by the Committee, or at such other place as may be designated from time to time by resolution of the Executive Committee. However, the place and time of the first meeting, following the election, shall be called by the member who obtains the highest number of votes in the election. In such case the meeting shall be held within two weeks after the announcement of the result of the election of the Executive Committee.

SECTION 8. REGULAR MEETINGS

Regular meetings of the Executive Committee shall be decided and agreed internally by the executives committee. The quorum for any meeting shall be a simple majority.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Executive Committee may be called by the President of SADA, or by any three members of the Executive Committee to discuss and decide on any urgent matter that may arise. The quorum for such a meeting shall be a simple majority.

SECTION 10. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation or these Bylaws, at least one-week prior notice shall be given by the Secretary of the Executive Committee to each member for any meeting of the committee. Such notice may be oral or written, and may be given personally, by first class mail, by email, through SADA Website/WhatsApp group or by telephone.

SECTION 11. MAJORITY ACTION AS EXECUTIVE COMMITTEE ACTION

1- Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Executive Committee, unless the Articles of Incorporation , these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the General Assembly.

2- The offices of the Executive Committee shall be structured by two third of the vote of all the executive members.

3- Any act or decision to restructure the offices of the Executive Committee , or any major decision that affects SADA’s sub-entities shall be decided by two-third the vote of all the directors of the Executive Committee in a meeting duly held.

SECTION 12. CONDUCT OF MEETINGS

Meetings of the Executive Committee shall be presided over by the President of the Committee, or in his or her absence, the vice President of the Board or, in the absence of each of these persons, by any director chosen by a majority of the members of the Executive Committee present at the meeting. The Secretary of the Board shall act as secretary of all meetings of the Committee, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

SECTION 13. RESIGNATION AND REMOVAL OF EXECUTIVES

1- An executive may resign at any time by delivering notice to SADA’s Executive Committee. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the Executive Committee accepts the future effective time, the committee may designate a successor before the effective time if the committee provides that the successor does not take office until the effective time.

 2- Removal of executive members of SADA shall be subject to the following provisions:

  • (a) The General Assembly may remove, with cause, one or more executives who have been elected by General Assembly.
  • (b) The notice of a meeting of members at which removal of an executive is to be considered shall state that the purpose or one of the purposes, of the meeting is removal of the executive.

3- The board of directors of SADA may remove an executive who:

  • (a) Has been declared of unsound mind by a final order of court;
  • (b) Has been convicted of a felony:
  • (c) Has been found by a final order of court to have breached a duty as an executive.
  • (d) Has missed three consecutive meetings of committee meetings without being excused.

SECTION 14. VACANCIES

Vacancies on the Executive Committee shall result on the death, resignation or removal of any officer. In case such a vacancy arises, it shall be filled from the reserve list as stated in section (2) of this Article. In case all candidates from the reserve list are not available to fill such position, the vacancy or vacancies shall be filled by the Executive Committee by a member who satisfies the provisions of section (1) of this article.

SECTION 15. MEETINGS WITH THE ADVISORY BOARD

The Executive Committee shall meet every three month with the Advisory Board, and at any other time as it deems necessary, to discuss any matter of concern to SADA. In such case the meeting shall be called upon request of the Executive Committee or the Advisory Board. The time and place of such meeting shall be agreed upon by the  Executive Committee and the Advisory Board. The quorum for such meeting shall be by simple majority of each body.

SECTION 16. NONLIABILITY OF THE EXECUTIVES

The members of the Executive Committee shall not be personally liable for the debts, liabilities, or other obligations of SADA.

SECTION 17. INSURANCE FOR SADA’s EXECUTIVES MEMBERS

Except as may be otherwise provided under provisions of law, the Executive Committee may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent  of SADA  (including  directors,  employees  or other agents of SADA) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not, SADA would have the power to indemnify the agent  against  such  liability  under  the Articles  of Incorporation,  these  Bylaws  or provisions of law.

SECTION 18. PROHIBITION OF FINANCIAL BENEFITS

Any member of the Executive Committee is not allowed to benefit financially, directly or indirectly, from his or her position as member of the Executive Committee. In case a member or members are interested in any business opportunity in which SADA has a stake or interest, such member or members shall declare all material facts related to the business opportunity at the earliest meeting of the Executive Committee . The  Executive Committee, with simple majority of its disinterested members, shall take the appropriate decision.

SECTION 19. EXECUTIVE COMMITTEE INTERNAL RULES

The Executive Committee can issue internal rules, consistent with these bylaws, for the conduct of its work and the work of its members.

SECTION 20. SUB-COMMITTEES AND ENTITIES

The Executive Committee shall have the authority to establish entities or sub-committees to perform specific assignments or projects consistent with the overall objectives of SADA.

The Executive Committee shall provide the necessary assistance to enable such entity and sub-committees to perform their assignment and achieve their objectives. The relationship between the Executive Committee and these sub-committees or sub-entities is governed by these Bylaws and any subsequent amendments thereof agreed upon by SADA’s Executive Committee and the said sub-committee or entity…

ARTICLE 7

DUTIES OF THE EXECUTIVES OF THE EXECUTIVE COMMITTEE

SECTION 1. DUTIES OF THE PRESIDENT

The President shall be the chief executive officer of SADA, and shall, subject to the agreement of the Executive Committee:

  1. Supervise and control the affairs of SADA and the activities of the executive members;
  2. Perform all duties relevant to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Executive Committee;3.   Preside at all meetings of the Executive Committee; and
  3. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of SADA, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Executive Committee

SECTION 2. DUTIES OF OTHER OFFICERS I. DUTIES OF THE VICE PRESIDENT

In the absence of the President, or in the event of his or her inability to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.  The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be decided by the Executive Committee.

  1. DUTIES OF THE GENERAL SECRETARY

The Secretary shall:

  1. Certify and keep at the principal office of SADA the original, or a copy, of these Bylaws as amended or otherwise altered to date;
  1. Keep at the principal office of SADA or at such other place as the Committee may determine, a book of minutes of all meetings of the directors, and, if applicable, any meeting of other committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
  2. Ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
  1. Be a custodian of the records and of the seal of SADA and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of SADA;
  2. Keep at the principal office of SADA a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased;
  3. Exhibit at all reasonable times to any officer of SADA, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the officers of SADA and;
  1. In general, perform all duties incidental to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Committee.

III. DUTIES OF THE TREASURER

The Treasurer shall:

  1. Have charge and custody of, and be responsible for, all funds and securities of SADA, and deposit all such funds in the name of SADA in such banks, trust companies, or other depositories as shall be decided by the Executive Committee;
  2. Receive, and give receipt for, monies due and payable to SADA from any source whatsoever;
  3. Disburse, or cause to be disbursed, the funds of SADA as may be directed by the Executive Committee, taking proper vouchers for such disbursements;
  1. Keep and maintain adequate and correct accounts of the SADA’s properties and business   transactions, including   accounts   of   its   assets, liabilities, receipts, disbursements, gains and losses;
  2. Exhibit at all reasonable times the books of account and financial records to any officer of SADA, or to his or her agent or attorney, on request therefore;
  3. Render to the President and officers, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of SADA.
  4. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports and;
  5. Conduct meetings every three month with the financial secretary of each sub-committee or entity working under SADA Tax exemption authority. The treasurer shall review and ensure that each sub-committees or entities are conducting their financial activities in conformity with the IRS rules. SADA treasurer shall obtain a financial statement from each sub-committee or entity and consolidate it into the annual financial report presented to the Internal Revenue Services (IRS), and SADA general assembly in its annual regular meeting.
  6. In general, perform all duties incidental to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Committee.

IV. DUTIES OF THE REMANING EXECUTIVES COMMITTEE MEMEBERS

The overall duties of each of the other directors of the Executive Committee shall be determined by the   Executive Committee in accordance with their work program in fulfillment of, and consistent with the objectives of SADA. Each committee member shall thereafter prepare the detailed work program for his or her office for approval by the Executive Committee

ARTICLE 8

THE ADVISORY COMMITTEE

SECTION 1. NUMBER AND QUALIFICATIONS

The Advisory Board shall consist of:

1)  Three former presidents of SADA, or in the absence of former Presidents, former Vice Presidents who (i) have not been elected as members of the current   Executive Committee, and/or (ii) any qualified community member who is willing and available to serve in the Advisory Board.

2) Up to ten members of good standing to be appointed by the Executive Committee in consultation with the former presidents and the outgoing members of the Advisory Board, of professions needed for the best functioning of the Board, who are not elected to the   Executive Committee, to serve in the Advisory Board. Such appointees shall include at least one woman.

SECTION 2. TERM OF THE ADVISORY BOARD

The Advisory Board shall have a term of two years to run concurrently with each

Executive Committee.

SECTION 3. PLACE OF MEETINGS

Meetings of the Advisory Board shall be held at the principal office of the SADA or at such other place or places as may be designated from time to time by resolution of the Advisory Board and the Executive Committee.

SECTION 4. REGULAR MEETINGS

  1. Regular meetings of the Advisory Board shall be held on the first Sunday of every month  to discuss  any  issue  within  the  mandate  of  SADA  and  to  make  any recommendations to the  Executive Committee.
  2. The first meeting of the Advisory Board shall be called by the President of SADA, and in this meeting the members of the Advisory Board shall elect the chairman of the Advisory Board who shall chair the meetings of the Advisory Board, call for all future meetings and keep all relevant records. The Chairman of the Advisory Board may also call for any special meeting to discuss any urgent mat The first meeting of the Advisory Board shall also elect a Vice Chairman who shall act in the absence of the Chairman and an Advisory Board coordinator

SECTION 5. FUNCTIONS OF THE ADVISORY BOARD

The Advisory Board shall discuss any issues concerning SADA, and shall recommend to the Executive Committee any actions that the Board deems appropriate.

SECTION 6. THE ADVISORY BOARD AS AN ELECTION COMMITTEE

  1. The Advisory Board shall be converted into an election committee two weeks before the elections, and shall be responsible for conducting the elections of the  Executive Committee and  for  handing  over  all  the  records,  properties  and  finances  of  the previous   Executive Committee to  the  newly  elected   Executive Committee The Advisory Board shall develop a check list of the items to be handed over from the outgoing Executive Committee to the newly elected Executive Committee. The Advisory Board shall report to the General Assembly on the items handed to it by the outgoing Executive Committee.
  2. When the Advisory Board is converted into an election committee, the Advisory Board shall include a legal expert and an accountant, and any other expertise they deem necessary
  3. Any member of the Advisory Board, who plans to run for elections of the Executive Committee, shall not be part of the Advisory Board acting as election committee

ARTICLE 9

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The   Executive Committee, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of SADA to enter into any contract or execute and deliver any instrument in the name of and on behalf of SADA, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind SADA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Executive Committee, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of SADA shall be signed by the Treasurer and countersigned by the President of SADA and/or the General Secretary of SADA.

SECTION 3. DEPOSITS

All funds and received money of SADA shall be deposited, within five business days (or as early as possible) from the time that SADA received such funds or money, to the credit of SADA in such banks, trust companies, or other depositories as the Executive Committee may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of SADA any legitimate contribution, gift bequest, or devise for the nonprofit purposes of SADA.

ARTICLE 10

SADA RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF SADA RECORDS

SADA shall keep at its principal office:

  1. Minutes of all meetings of General Assembly, Executive Committee and Advisory Board indicating the time and place of holding such meetings; whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
  3. A record of its members indicating their names, addresses and telephone numbers, and if applicable the termination date of any membership and;
  4. A copy of the SADA’s Articles, and Bylaws as amended to date, which shall  be open to inspection by the members, if any, of SADA at all reasonable times during office ho

SECTION 2. SADA SEAL

The Executive Committee may adopt, use, and at will alter, SADA’s seal. Such seal shall be kept at the principal office of SADA. Failure to affix the seal to corporate instruments, however, shall not affect the validity of’ any such instrument.

SECTION 3.  INSPECTION RIGHTS

Every officer and member, upon a written request by mail or email, addressed to SADA President or General Secretary, shall have the right to inspect and copy all books, records and documents of every kind and to inspect the physical properties of SADA. This written request shall be delivered at least seven business days before the date on which the member wishes to inspect and copy. The member shall copy the records at his/her own expense, and shall have such other rights to inspect the books, records and properties of SADA as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4. PERIODIC REPORTS

The Executive Committee shall cause any annual or periodic reports required under law to be prepared and delivered to an office of the state of VIRIGINA or to the members, if any, of SADA, to be so prepared and delivered within the time limits set by law.

ARTICLE 11

IRC 501(C) (3) TAX EXEMPTION PROVISIONS SECTION 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activities of SADA shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and SADA shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, SADA shall not carry on any activities not permitted to be carded on (a) by SADA exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by SADA, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of SADA shall incur to the benefit of, or be distributable to, its members, officers or trustees, or other private persons, except that SADA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of SADA.

SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of SADA, its assets remaining after payment, or provision for payment, of all debts and liabilities of SADA shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Such distribution shall be made in accordance with all applicable provisions of the laws of the state of VA.

SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which SADA is a private foundation as described in Section 509(a) of the Internal Revenue Code, SADA 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal  Revenue  Code;  2) shall not engage  in any  act of self-dealing  as defined  in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject to SADA tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE 12

AMENDMENT OF BYLAWS SECTION 1. AMENDMENTS

  1. These Bylaws, may be altered, amended, or repealed and new Bylaws adopted by approval of the General Assembly
  2. Any amendment to these Bylaws shall not take effect in or apply to, the meeting in which it was

ARTICLE 13

CONSTRUCTION AND TERMS

  1. If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of SADA, the provisions of the Articles of Incorporation shall govern.
  1. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
  2. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of    Incorporation, Articles    of  Organization, Certificate of    Incorporation, Organizational Charter, Corporate Charter, or other founding document of SADA filed with  an  office  of  the  state of Virginia and  used  to  establish  the  legal existence of
  3. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax co
  4. If there is any conflict between the provisions of these bylaws and the VA Non –Profit Corporations law, and the IRS rules, the provisions of the IRS rules and the VA Non-profit Corporations Law shall prevail.

ADOPTION OF THESE BYLAWS

These Bylaws have been adopted by the General Assembly of SADA at its meeting on and amended by the General Assembly of SADA at its meeting on November 31ST, 2019

Appendix

SADA Code of Conduct 2020 is a part and parcel of these Bylaws