About

Section 1.1

Name.  The name of the corporation is the Afghan-American Chamber of Commerce (AACC).

Section 1.2

Registered Office.  The principal office of AACC shall be in the State of Virginia.

Section 1.3

Other Offices. AACC may have such other offices, either within or outside of the state of incorporation as the Board of Directors may designate or as the business of AACC may from time to time require.

Section 1.4

Fiscal Year. The fiscal year of AACC shall be the calendar year.

Section 1.5

Seal. The seal of AACC is as follows:

Section 2.1

Statement of Purposes. The purposes for which AACC is organized are exclusively charitable, scientific, or educational within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, and include all purposes, powers, and privileges conferred upon the corporation by the Virginia Nonprofit Corporation Law, as amended.  The purposes of the corporation include:

(a) Improving and strengthening business relationships and trade among Afghan and American owned businesses;

(b) Engaging in efforts to promote the ideals of a market economy in Afghanistan free from corruption in which U. S., Afghan and other businesses can operate successfully;

(c) Conducting seminars, conferences,training programs, trade missions, and engaging in relevant business and trade-related projects at the local, national, and international level to facilitate cooperation among U.S., Afghan and other businesses when appropriate to the goals of the organization;

(d) Assisting, where appropriate, those individuals and organizations conducting humanitarian endeavors within and outside Afghanistan.

Section 2.2

Affiliation.  AACC will be an independent entity and will not have ties to any political party within or outside the United States.

Section 3.1

Members. The corporation shall be a membership organization, in which there shall be such levels of membership and support as the Board of Directors shall determine.   The Association shall consist of regular members, honorary members and trustees.

(a) “Regular member” is defined as a representative of an Afghan- based or interested business who has requested membership and has been approved by the Board of Directors.  Ownership is defined as any interest in the business.

(b)“Honorary member” is defined as a representative of a business or organization that supports the purpose of the Association, is willing to make contributions to the cause of the Association, and has been approved by the Board of Directors.  Honorary members shall not hold elected positions, nor can they vote.

(c) “Trustee” is defined as a former Board of Directors member who, based on his or her outstanding contribution to AACC, is recognized at the discretion of the Board of Directors. Trustees are not provided with Board of Directors voting privileges.

Section 3.2

Membership Criteria. Membership is voluntary and will be open to entities with an interest in business and investment in Afghanistan and/or the United States and who pay the required membership dues without regard to race, ethnicity, religion, language, or gender.

Section 3.3

Votes.  Every eligible member of the organization shall have the right to vote on matters to be decided upon by the General Assembly pursuant to these bylaws.  Each member shall be entitled to vote pursuant to these bylaws and the policies approved by the Board of Directors. Membership levels determine the number of votes as follows:

(a)Basic Membership – entitled to one (1) vote in the General Assembly meeting;

(b)Preferred Membership – entitled to two (2) votes in the General Assembly meeting;

(c)Platinum membership – entitled to three (3) votes in the General Assembly.

Pursuant to Section 3.3 above (a), (b), (c), Basic Membership is defined by the payment of basic annual dues with a minimum of $250 for Individual membership fee and $1,000 for General Business membership fee; Preferred Membership is defined by a contribution of $2,500 and above or members of the Board of Directors; Platinum membership is defined by a contribution of $10,000 and above or members of the Executive Committee.

Section 3.4

Dues. Every member is obligated to pay annual membership dues, the amount of which shall be proposed by the Board of Directors and approved by the General Assembly. Membership dues paid will not be refunded for any reason.

Section 3.5

Termination of Membership.  The Board of Directors may terminate a member for the following reasons:

(a) If the annual membership dues are not paid by the due date;

(b) If the business is no longer in operation or ceases to exist by law; or,

(c) If the member or its representative is convicted of a felony.

Section 4.1

Organizational Units. Major organizational units of the Association are:

(a) the General Assembly, comprised of all members; (b) the Board of Directors, comprised of members elected by the General Assembly (c) the Executive Committee, comprised of the officers elected from the Board of Directors; and, (d) Special Committees and Working groups, created by the Board of Directors and comprised of members, officers, and/or directors. Working Groups, in special cases, may include non-members who, for reasons of their present government service or specialized knowledge or position, are permitted to participate in the Working Group process. Working Groups are defined as bodies of individuals pursuing solutions to specific problems of critical importance to conducting business, promoting a market economy and fostering the role of the private sector in reconstruction, in Afghanistan.  

Section 5.1

Annual Meeting. An annual meeting of the General Assembly shall be held at such time as the Executive Committee shall designate, for the purpose of electing the members of the Board of Directors. The date and location shall be announced at least 30 days prior to the meeting. Only members who have paid their membership dues at least fifteen (15) days prior to the date of the Annual Meeting will be qualified to vote at the meeting. This qualification to vote will be included in the notification of the meeting.

Section 5.2

Special Meetings. In addition to the annual and regular meetings, special meetings of the General Assembly may be convened by one of the following mechanisms:

(a) By the written request of a majority of the Board of Directors; or

(b) By the written request of at least one-third (1/3) of the members of the General Assembly.

Section 5.3

Notice of Special Meetings. Notice of any special meeting of the General Assembly shall be given at least seven (7) days in advance of the meeting.

Section 5.4

Quorum. At any meeting of the members, the presence of one-third (1/3) of all members entitled to vote shall constitute a quorum, and the acts of the members present shall be the acts of the full membership.  Resolutions and decisions of the General Assembly are binding, if the majority of the General Assembly members attending the meeting in which the resolution is being considered, vote in favor of the resolution.

Section 5.5

Proxies. No member shall be entitled to vote by proxy at any meeting.

Section 5.6

Secretary of the Board of Directors. The Secretary shall prepare the minutes for the meetings of the General Assembly, which shall be provided to the Board of Directors  no later than seven (7) days after the convening of each meeting and disseminated to the General Assembly no later than (14) days after the convening of the meeting.

Section 6.1

Authority. The business and affairs of the Association shall be managed and carried out by a Board of Directors, which may exercise all powers vested by law in the corporation and do all such lawful acts and things as are not required by statute or these bylaws to be exercised or done by another body or person.

Section 6.2

Number and Term of Office.

(a) Number. The Board of Directors shall consist of 15 Directors elected from the members in good standing;

(b) Term of Office. Directors shall be elected at the annual meeting of the General Assembly for a period of three year-staggered terms, so that 1/3 of the directors shall be elected each year.After the initial meeting electing the 15 members, assignment of the terms of office shall be made randomly to establish rotation;

(c) Successive Terms. A member may be elected for successive terms;

(d) Chairperson. The Board shall elect a Chairperson from its members. Such election shall be accomplished at the first meeting following the annual general meeting.The term of office shall be 1 year, without limit of the number of terms.

Section 6.3

Duties. In addition to formulating policies, approving the budget, selecting an independent auditor and overseeing the activities for the corporation, the Board of Directors shall appoint the members of the Executive Committee, from the members of the Board of Directors, for a one-year term.  The appointment of the Executive Committee shall be completed at least thirty (30) days after the Board of Directors’ term begins.  The Board of Directors shall also elect chairpersons of its Committees and Working Groups.

Section 6.4

Meetings. The Board of Directors will hold its regular meetings at least once every quarter.  Special meetings of the Board of Directors may be convened at the request of the President or at the request of at least one-third (1/3) of the members of the Board of Directors.  The meetings shall be held at a time and place to be designated by the Board of Directors.

Section 6.6

Notice of Meetings.  Notice of any meeting of the Board of Directors shall be given at least three (3) days in advance of the meeting.

Section 6.7

Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if, prior or subsequent to the action, a written consent thereto signed by all the directors in office is completed.

Section 6.8

Personal Liability of Directors. A director shall not be personally liable for monetary damages for any action taken, or any failure to take action, unless:

(a) The director has breached or failed to perform the duties of his or her office under this section; and

(b) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness;

(c) These provisions shall not apply to the responsibility or liability of a director pursuant to any criminal statute.

Section 6.9

Resignation and Removal.

(a) Resignation. Any Director may resign at any time upon ten (10) days written notice to the Board of Directors.The resignation shall be effective upon receipt by the Board of Directors or at such subsequent time as shall be specified in the notice of resignation;
Action after Director’s Resignation.When a Director resigns from the Board of Directors, the Directors then in office shall, by majority vote, fill the vacancy for the term remaining after the resignation becomes effective;

(b) Removal. Any Director may be removed from office with or without cause by a two-thirds (2/3) vote of the remaining Directors in office or by majority vote of the General Assembly Meeting

Section 7.1

Number and Designation. The Executive Committee shall consist of a Chairperson, President, Vice-President, Secretary, Treasurer and two other members, elected as at-large by the Board of Directors. All members of the Executive Committee shall be elected by a majority vote of the Board of Directors.

Section 7.2

Authority. All officers of the corporation shall have such authority and perform such duties in the management of the corporation as may be provided pursuant to resolutions or orders of the Board of Directors or these bylaws.

Section 7.3

Terms of Office. The officers of the corporation shall serve for a term of one year after appointed by the Board of Directors until a successor has been selected, or until his or her earlier death, resignation or removal.

Section 7.4

Removal. Any member of the Executive Committee may be removed, with or without cause, by two-thirds (2/3) vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.  Removal as a member of the Executive Committee does not automatically remove that individual from the Board of Directors, unless the procedure in Section 6.8 (c) is followed.

Section 7.5

Vacancies. A vacancy in any office because of death, resignation, removal, or any other cause, shall be filled by the Board of Directors and shall be filled for the unexpired portion of the term.

Section 7.6

The Executive Committee. The Executive Committee shall:

(a) Design and submit short and long-term projects to the Board of Directors;

(b) Implement the projects approved by the Board of Directors;

(c) Make continuous efforts to improve the critical aspects of the corporation;

(d) Contact businesses, government agencies, and NGOs to solicit assistance for the corporation;

(e) Oversee the activities of the Special Committees and Working Groups;

(f) Develop plans of activities and submit these documents to the Board of Directors and General Assembly for review and comment; and

(g) Perform all duties as from time to time may be assigned by the Board of Directors.

Section 7.7

The Chairperson. The Chairperson shall:

(a) Preside over meetings of the Board of Directors;

(b) Share representation with the President of AACC at major events, forums, governments, business, etc. inside and outside of the U.S;

(c) Work, as a permanent member of the Executive Committee, with the Committee to define AACC policies and strategies, and build relationships with key constituencies, domestic and foreign;

(d) Provide critical input to the Board of Directors, Executive Committee and President.

Section 7.8

The President. The President shall:

(a) Report to the Board of Directors;

(b) Preside at all meetings of the Executive Committee;

(c) The President and the Chairperson shall share representation of the corporation inside and outside the United States;

(d) Implement the fiscal and executive policies of the corporation;

(e) Prepare quarterly reports and submit them to the Board of Directors;

(f) Prepare the annual reports and submit them to the Board of Directors and General Assembly;

(g) Facilitate the work of the Special Committees and Working Groups;

(h) Sign, execute, and acknowledge, in the name of the corporation and in conjunction with another member of the Executive Committee, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors , except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these bylaws, to some other officer or agent of the corporation;

(i) Select and hire staff, subject to concurrence of the Board of Directors at salaries and positions as approved by the Board of Directors; and

(j) Perform all duties incident to the office of President and such other duties as from time to time may be assigned by the Board of Directors.

Section 7.9

The Vice-President. The Vice-President shall:

(a) In the absence of the President or in the event of the President’s inability to act, perform the duties of the President, and when so acting, have all the power of and be subject to all the restrictions upon the President;

(b) The Vice-President shall work with thePresident and the Executive Committee and interact, when appropriate, with relevant Special Committees and Working Groups to initiate and develop relationships with corporate and government entities that respond to membership and program objectives pursued by the Board of Directors and the Executive Committee;

(c) In the event the President dies or is removed from office, within thirty (30) days request the convening of a meeting of the Board of Directors to elect a new President; and

(d) Perform duties as from time to time may be assigned by the President or by the Board of Directors.

Section 7.10

The Treasurer. The Treasurer shall:

(a) Cooperate with the President in preparing budgets and financial information necessary for quarterly and annual reports submitted by the President to the Board of Directors;

(b) Take charge and custody of and be responsible for all funds and securities of the corporation;

(c) Receive and give receipts for monies due and payable to the corporation from any source whatsoever;

(d) Arrange the independent yearly audit process for the organization;

(e) Assist in the preparation of the organization’s budget and all forms and reports related to the budget and utilization of funding and revenue;

(f) Perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 7.11

The Secretary of the Board of Directors. The Secretary shall:

(a) Take charge and custody of and be responsible for all documents and records of the corporation;

(b) Record minutes of all meetings of the Executive Committee and the Board of Directors;

(c) Assist in the preparation of the organization’s quarterly and annual reports;

(d) Perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Executive Committee or the Board of Directors;

(f) Assist the President in coordinating activities and scheduling of Executive Committee, Committee and Working Group meetings.

Section 8.1

Formation.  Special Committees and Working Groups of the members and others may be formed as needed.  Special Committees and Working Groups may be formed at the request of the Executive Committee and approval of the Board of Directors for a pre-determined time period or on an ad-hoc basis.

Section 9.1

Representing the Association. Only the Chairperson and/or the President have the authority to act as formal “spokesperson” for AACC.

(a) This representation relates to media coverage, print and electronic, both national and international;

(b) Any questions from the media addressed to the Executive Committee, the Board of Directors orthe AACC office staff must be directed to the Chairperson and/or the President;

(c) Whenever possible the Chairperson and the President will coordinate the information to be disseminated, be it a message related to the Association and its charter, financials, events, emerging issues, or delicate responses to the public or to the membership.

(d) Based on subject matter expertise, the Chairperson and/or President may delegate “spokesperson” responsibility to an Executive Committee or Board of Directors member;

(e) All external communications, especially print media, should be vetted by the President and/or the Chairperson to insure consistency of message and image;

(f) The Executive Committee and the Board of Directors are tasked with representing AACC as they build relationships with government, business communities and the public at large in order to perpetuate and foster AACC’s good works, AACC’s image, and to increase the level of public awareness about AACC’s existence and activities; the intent of this policy is not to restrict or discourage such representation.

Section 9.2

Chapters. Chapters may be developed in local areas in the United States and Afghanistan. The Board of Directors shall establish policies and procedures regarding the organization, application, designation, and operations of chapters.

Section 10.1

Revenue. Sources of revenue for AACC shall include, but not be limited to:

(a) Membership dues;

(b) Fees for programs such as seminars;

(c) Fees for services provided within the scope of the organization;

(d) Contributions from private parties, government agencies or bodies, and NGOs; and

(e) Entertainment and cultural programs.

Section 10.2

Contracts. Only the Board of Directors shall authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

Section 10.3

Bank Account. All revenues shall be deposited only in the bank account specially designated for the corporation.  No member or officer shall co-mingle personal funds with the corporation’s or use any of the corporation’s funds for his/her personal benefit.

Section 10.4

Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness in the name of the corporation, shall be signed by such officer of officers of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the President and counter-signed by one other officer if the amount involved is $500 or over.  If less than this amount, then the signature of the President or Treasurer shall be sufficient. If the President or the Treasurer are  away for an extended period, beyond the due date of a particular bill or payment, checks greater than $500 can be signed by one or the other  and the Secretary of the Board of Directors  after written or e-mail permission is granted by the President.

Section 10.5

Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.

Section 10.6

Compensation. No compensation shall be paid to a member, officer, or director for his or her services as such; but this shall not preclude a member, officer, or director from serving the corporation in any other capacity and receiving compensation therefore, so long as the purpose and amount of such compensation is fully disclosed to the Board of Directors in a timely fashion.

Section 10.7

Independent Audit. The finances and books of account of the corporation shall be subject to an annual independent audit.

Section 10.8

Exculpation of Liability. No member, officer, or director shall be personally responsible for any obligations or dues of the corporation.