Article III. ORGANIZATIONAL STRUCTURE
The governing, advisory, and administrative bodies of Maendeleo shall include a Board of Directors, an Advisory Group and Committees
(a) Board of Directors
(i) Responsibility: The Board shall be the supreme governing body and bear ultimate responsibility for the work of Maendeleo. It shall possess the highest authority concerning the overall policy and direction of Maendeleo. The Board shall be empowered to approve any modification to bylaws and internal guidelines and procedures necessary for the administration and management of Maendeleo. The Board shall also be responsible for managing the day-to-day operations of Maendeleo, including appropriately delegating activities and tasks to committees.
(ii) Composition: There shall be at least four members of the Board, consisting of a Chair, Vice-Chair, Secretary, and Treasurer.
(iii) Compensation: Board members shall receive no compensation for their services to Maendeleo. Board members will be reimbursed only for pre-approved expenses.
(iv) Appointment of Board Members: The Board shall be responsible for nominating a slate of prospective board members representing Maendeleo’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. Membership will elect board members from the slate of nominated candidates during annual meetings.
(v) Terms: All board members shall serve two-year terms, and are eligible for re-election for up to five additional terms.
(vi) Duties of the Officers of the Board: The Chair and Vice Chair of the board shall have the following roles:
a) The Chair shall convene and preside over meetings, promote the general effectiveness of the Board, and maintain communication with other board members. The Chair shall also play a fundraising role for Maendeleo.
b) The Vice-Chair shall act on behalf of the Chair as appropriate.
(vii) Resignation and Removal by Cause:
a) Resignation – Resignation from the Board at any time is voluntary and the desire for such must be communicated in writing to the Secretary in order to take effect.
b) Removal by Cause – A board member shall be terminated from the Board due to excess absences, more than two unexcused absences from Board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
(viii) Meetings and Notice: The Board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each Board member have written notice at least two weeks in advance.
(ix) Quorum: A quorum must be attended by at least forty percent (40%) of Board members for business transactions to take place and motions to pass.