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Bylaws of Brishna Think Tank

5 Sep 2009 - 7:38

Bylaws of Brishna Think Tank A NON-PROFIT RESEARCH INSTITUTION   Article I- Name 1.1        The name of this institution shall be Brishna Think Tank, abbreviated, and referred to hereafter, as BTT. Article II- Legal Status and Mission             Section 1. Legal Status 1.1               BTT is a non-profit, non-political, non-partisan association of researchers established in accordance with Article 35 of the constitution of the Islamic Republic of Afghanistan. 1.2               The activities of BTT are subject to laws and regulations pertaining to the operations of NGOs and other laws in Afghanistan. Section 2. Mission 2.1               BTT seeks to broaden the parameters of public-policy research and debate to allow consideration of traditional Afghan principles of entrepreneurship, individual freedom, and community-based cooperation in the overall pursuit of Afghanistan’s socio-economic advancement. 2.2               BTT works for the creation of an enabling environment where the talents and energies of every citizen of Afghanistan irrespective of ethnicity, creed, gender, locality, and language are developed and harnessed for the lofty purpose of creating a free, prosperous, and peaceful Afghanistan. 2.3               Towards accomplishing its mission, BTT and its members shall serve the public as facilitators and promoters of constructive exchange of ideas and innovative approaches and solutions to the problems that Afghanistan faces or will face. Article III- Activities BTT will conduct research and produce policy papers in the following areas: Economy, Business Environment, Political Participation, Security, and Production/ Trade of Illicit Drugs Section 1. Conducting and Sponsoring Research on the Economy In the area of the economy, BTT’s research work focuses on the following: 1.1        Tackling the Twin Problems of Unemployment and Inflation 1.2        Infrastructure Development 1.3        Overall Macroeconomic Stability 1.4        Sustainable Development 1.5        Reform of Tax and Tariffs Structure 1.6        Implementation of those projects of ANDS that are related to the development of   the private sector. Section  2.  Creation of a Conducive Business Environment To help create a business-conducive environment, BTT will promote and facilitate the following: 2.1              Reform of outdated and cumbersome government regulations, and commercial laws. 2.2              Simplification of Processes with regard to business and other Licenses, permits application, registration, and project proposals. 2.3              Tackling corruption in public and private sectors. 2.4              Promoting transparency in the contracting-procedures of the international organizations. 2.5              Facilitating business access to financial and human capital. 2.6              Simplification and rationalization of tax and tariff codes 2.7              Reform of tax collection and tax payment system. 2.8              Reform and passage of financial laws pertaining to mortgages, pension funds, and raising funds through issuance of bond and stocks. 2.9              Collection of data pertaining to the activities and farther development of the private sector. Section 3. Political Participation To help increase participation in the political process, BTT will contribute to the implementation of the following measures: 3.1              Research and preparation of policy papers aimed at enhancing participation in political processes. 3.2              Launching programs with the purpose of promoting political awareness in society.                         Section 4. Security 4.1               Provision of research and policy papers dealing with causes and remedies of violence and insecurity. 4.2               Promotion of national dialog and peace building. Section 5, Production and trade of illicit drugs 5.1               Producing research and policy papers on how to reduce and eventually eliminate production and trade of illicit drugs. 5.2               Raising public awareness on the dangers of production, trade and consumption of illicit drugs.   Article IV- Finances and Fiscal Year Section 1. Finances 1.1        BTT is a non-profit organization whose revenues consist of foreign and domestic grants; private donations,  and proceeds from the sale of publications, advisory and consulting services, research services, educational and vocational services, feasibility studies, and other intellectual work performed by or on behalf of BTT. 1.2        The long-term financial goal of the BTT is to become self-supporting.       Section 2. Fiscal Year 2.1        The fiscal year of BTT shall begin on January first of each calendar year and terminate on December 31 of the same year. Article V- Membership             Section 1.  Membership 1.1        Membership shall consist of the Board of Directors. Article VI- Organizational Structure             Section 1.  Structure 1.3               BTT’s organizational structure consists of the Board of Directors (Article VII), Ad Hoc Committees (Article VIII), Chief Executive Officer/Staff (Article IX), and Branch Offices (Article X).     Article VII- Board of Directors             Section 1. Powers 1.1               The Board of Directors is the highest authority of BTT. The direction of the BTT shall be vested in the Board of Directors. 1.2               The Board of Directors shall have control over the management, and in addition to the powers and authorities expressly conferred upon them by these Bylaws, may exercise all such powers and do all such acts and things that are contained in regulations passed by the majority vote of the members of the Board of Directors.  1.3        The Board of Directors shall have up to 21, but not fewer than nine members. 1.4        The Board of Directors oversees all the operations of BTT by creating Standing Committees for each of the five activity areas described under Article III, sections 1-5. Section 2. Term of Office and Meetings 2.1        The term of office of the Board of Directors shall consist of two fiscal years. Members of the Board of Directors may be re-elected for more than one term. 2.2        In case of resignation, death, or consecutive absence from three board meetings, a new member shall be elected to serve the remaining of the departing member’s term. 2.3        The meeting of the Board of Directors shall be convened at least twice a year. 2.4        Emergency meetings of the Board of Directors could be called by the Chairman and the quorum (50+1) of the Board of Directors.  Section 3. Members of the Board of Directors  The Board of Director shall consist of the following: 3.1        Chairman 3.2        Vice Chairman 3.3        Secretary 3.4        Treasurer 3.5        Standing Committees and their Heads. Section 4. Resignation and Discharge 4.1        A member of the Board of Directors may resign in writing if he/she wishes to do so at any point in his/her term. 4.2        Any member of the Board of Directors may be discharged from his/her duties by a 2/3 majority vote of the members of the Board of Directors in a secret ballot. A request for the discharge of a Board member is voted upon if supported and signed by at least 51% of the members of the Board. 4.3        A board Meeting must be called within two months after the signing of such a request, to vote on the request for discharge and to elect a replacement Board member.  Section 5. Duties and Responsibilities The Board of Directors has the following duties and responsibilities: 5.1               Upholding and implementing these Bylaws 5.2               Preserving the honor, integrity, and transparency of BTT. 5.3               Representing BTT in outside meetings, conferences, and other occasions. 5.4               Appointment and discharge of executive officer(s) and staff. 5.5               Revision, reform, and approval of annual/quarterly plans and projects. 5.6               Preparation and approval of job-description for Standing Committees, Ad Hoc Committees, and Executive Officer, thereby laying out the functions and responsibilities of such committees and offices. 5.7               Annual budget approval and budgetary supervision. 5.8               Monitoring of quarterly and annual activity. 5.9               Auditing, controlling, and monitoring financial activities and reports of the BTT. 5.10            Appointment and dissolution of ad hoc committees for specific tasks and purposes. 5.11            Electing Heads of the Standing Committees. 5.12            Acceptance of new members. 5.13            Discharging members who violate these Bylaws. 5.14            Attending of Meetings of the Board of Directors. 5.15            Amend these bylaws. 5.16            The dissolution of BTT. Section 6: Remuneration 6.1               No member of the Board of Directors shall receive a salary from the budget of BTT, unless he/she is appointed to the management of BTT. 6.2                Members of the Board of Directors may receive a reasonable, market-based honorarium for the research they perform for the BTT. They may also be compensated for travel, lodging, and food costs incurred while performing BTT’s business. Section 7. Duties of Chairman 7.1               The Chairman has the authority to call and schedule the Board’s Meeting. 7.2                The Chairman shall preside over all meetings of the Board of Directors. Section 8. Duties of Vice-Chairman 8.1        The vice-Chairman shall be vested with all the powers and duties of the chairman in the absence of the Chairman. 8.2        The vice-Chairman shall perform such other duties as may be prescribed by the Board of Directors. Section 9. The Secretary 9.1        The secretary shall attend all sessions of the Board of Directors and act as clerk thereof. 9.2        The Secretary shall record all the proceedings of the meetings of the Board of Directors.  The recording shall be both by a tape recorder and on paper kept in permanent book and shall be signed by Board Members at the next board Meeting. 9.3        The secretary shall see that proper notice is given of all meetings of the Board of Directors, and shall perform other duties as may be prescribed by the Chairman. Section 10. Treasurer 10.1            The treasurer has the authority to monitor the spending and deposits of BTT.  The treasurer also has the authority to inspect the accounting office operating under the auspices of the CEO of BTT for accuracy. 10.2            The Treasurer shall report his/her findings regarding books and accounts of BTT to the Board of Directors. 10.3            The treasurer, with the authorization of the Board of Directors, shall appoint a qualified accounting firm to audit the books and prepare the annual balance sheet of BTT on an annual basis.   Section 11.  Standing Committees 11.1      A Standing Committee will consist of members and the Head of the committee elected by the Board of Directors. 11.2      Each Standing Committee shall have its duties assigned to it by the Board of Directors. 11.3            Each Standing Committee has the authority to propose topics for research and analysis to the Board of Directors on the subject assigned to it. 11.4            Standing Committees shall forward topics approved by the Board of Directors to the office of CEO for implementation.       Article VIII- Ad Hoc Committees Section 1. Powers 1.1       The Board of Directors may, from time to time and for a specific period, form ad hoc committees to perform specific functions and designated tasks requiring short-term or specialized focus. 1.2        Head of the Ad Hoc Committee and its members shall be appointed by a quorum of the Board of Directors. 1.3        The Board of Directors will select the necessary resources, define the task, and designate the duration of the time for the completion of the task assigned to the Ad Hoc Committee.  1.4        Members of the Ad Hoc Committee can not be members of the Board of Directors. 1.5        Members of the Ad Hoc Committees are paid for the task assigned to them by BTT. Article IX. Chief Executive Officer Section 1. Appointment 1.1        The Chief Executive Officer (CEO) shall be appointed by a quorum of the Board of Directors based on academic merit, work experience, and personal qualifications. Section2. Powers 2.1               The Chief Executive Officer shall be in charge of the BTT’s day-to-day operations and administration. 2.2               The Chief Executive Officer is in charge of hiring and discharging the administrative personnel of the BTT. 2.3               BTT is an equal-opportunity employer. Hiring of BTT’s personnel must take place in accordance to the constitution and other pertinent laws of the Islamic Republic of Afghanistan. 2.4               Hiring must be based on professional qualifications, irrespective of gender, creed, race, language and tribal affiliation. 2.5               All vacant positions at BTT shall be advertised in a reputable local news paper, soliciting applications for vacancies.    2.6        The Chief Executive Officer shall have authority over the budget approved by the Board of Directors.     Section 3. Duties of the Chief Executive Officer 3.1        The Chief Executive Officer is responsible for implementing the resolutions and decisions passed by the Board of Directors. 3.2        The CEO is in charge of raising funds for BTT and preparing grant proposals 3.3        The Chief Executive Officer shall assist the Chairman of the Board of Directors in preparing the agenda for the Board’s meetings. 3.4        The Chief Executive Officer carries and facilitates communication within the BTT and with outside entities. 3.5        The Chief Executive Officer is in charge of assisting, coordinating and facilitating the work of the Standing Committees. 3.6        The Chief Executive Officer shall manage the daily business of the BTT in an efficient, transparent, and cost-effective manner. 3.6        The Chief Executive Officer shall allocate and supervise the work of the BTT’s staff and personnel, and negotiate the compensation of such staff and personnel. 3.7        The Chief Executive Officer shall cultivate, foster and maintain relationships, for the benefit of the BTT, with outside organizations, such as the donor community, government agencies, the media, academic institutions, civil society, NGOs, the business community, and other persons and organizations helpful to and supportive of the BTT’s goals and mission. 3.8        The Chief Executive Officer is responsible for preparing the monthly, quarterly, and annual balance sheets of the BTT. 3.9        The Chief Executive Officer shall be in charge of organizing public events, such as seminars, workshops, policy forums, conferences, and other functions consistent with the mission and goals of the BTT. 3.10      The Chief Executive Officer shall be in charge of publishing research/policy papers and other publications produced or sponsored by the BTT. 3.11      The Chief Executive Officer attends the meetings of the Board of Directors and casts votes at such meetings only if he/she is a Board member.     Section 4. Compensation and Term of Office 4.1        The Chief Executive Officer is appointed by a quorum of the Board of Directors for a market-based salary including reasonable fringe benefits and bonuses. 4.2        The position of the Chief Executive Officer shall be filled with a person in possession of a Ph.D. degree with at least five years of academic experience, including teaching and research, and good social standing. 4.3        The term of office of the Chief Executive Officer shall be three years with an option for extension. 4.4        The Chief Executive Officer may be discharged by a quorum of the Board of Directors by a notice in accordance with his/her employment contract. Article X- Branch Offices Section 1. Location, Staff, and Duties 1.1       BTT will establish branch offices in the provinces. 1.2       The branch offices shall be in charge of pursuing the BTT’s objectives and activities at the provincial and local levels. 1.3       During the early phase of its operation, BTT will establish branch offices in the provinces of Herat, Kandahar, Khost, Nangarhar, and Mazar-e Sharif. Each branch office will have a branch manager and staff who are in charge of the daily operations of the branch. 1.4       Branch offices operate under the direct supervision of the Executive Officer and implements research in the areas mentioned under article 3 of these bylaws. Among tasks performed by branch offices is preparation of project proposals for local implementation. 1.5       Branch managers are required to submit quarterly reports of their operations to the Executive Officer. 1.6       The Executive Officer shall be trusted with the duty to regularly visit the branch offices and inspect operations on site. 1.7       The Board of Directors shall assign tasks to be performed by BTT’s Branch Offices. 1.8       Branch offices may form ad hoc committees with the approval of CEO to perform specific tasks.          Article XI – Quorum Section 1. Quorum 1.1               For Board of Directors’ meetings, a quorum shall consist of simple majority (50+1).     Article XII – Amendments Section 1. Amendments 1.1               By the voice vote of a majority of a quorum of the Board of Directors present at any meeting, the Board of Directors may alter, repeal or amend the Bylaws. Such proposed change in the Bylaws shall first be presented to the Board of Directors in writing two weeks prior to the Board Meeting. 1.2               For such amendments and changes in the Bylaws to become effective and valid, a two- thirds majority vote of the Members of the Board of Directors is required.   Article XIII - Dissolution  Section 1. Dissolution of BTT 1.1        The votes of the two-thirds of the members of the Board of Directors are required to dissolve BTT. 1.2        In the event that BTT is dissolved, its funds and assets shall be donated to academic and research institutions in Afghanistan whose missions are consistent with the BTT’s mission and goals. In such a case, the distribution of the BTT’s assets shall be decided upon by the Board of Directors. 1.3        Funds provided by donors will be dealt with according to the relevant contract with the donor organizations.    End  

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