A. The name of the corporation shall be the International Community of BanyaKigezi, Inc. (Hereinafter the “Corporation”).

B. The principal office of the Corporation shall be located within Washington DC in the United States of America. The registered office may be, but need not be, identical with the principal office. The Corporation may have offices at such other places as the Board of Directors may designate and as the affairs of the Corporation may from time to time require.

C. The Corporation shall have a seal in a form approved by its members in accordance with these bylaws.

The Corporation is organized to promote, preserve and project the members’ cultural, educational, social, literary, economic and philanthropic interests, and to engage in any lawful activity not inconsistent with these objectives.

A. A person’s membership in the Corporation shall derive from such person’s membership in any local chapter, wherever located, organized under the auspices of the International Community of BanyaKigezi, Inc. By way of illustration, a person who is a member in good standing of the International Community of BanyaKigezi - Canada, Inc. is by virtue of that fact a member in good standing of the Corporation.

B. Full membership in the Corporation shall be open to all individuals, wherever residing, who are descendants, by birth, ancestry or marriage, of that geographical District of Kigezi in Southwestern Uganda as it existed on October 9, 1962. Any other natural person, regardless of place of birth or ancestry, may, upon application and admission as provided in the bylaws, become an associate member of the Corporation.

C. The Corporation shall have two classes of membership: voting and non-voting. Voting membership shall comprise that class of full members who shall have paid an annual fee in the amount and by the due date as the Board of Directors shall determine. The nonvoting class of membership shall comprise all duly admitted associate members.

D. All members, regardless of class, shall be entitled to enjoy all rights and privileges of membership in the Corporation, except that only voting members shall have the right to vote on corporate affairs and be eligible to hold any office within the Corporation.

E. Any member may be expelled from the Corporation by an affirmative vote of the Board of Directors if the Board of Directors determines that such member has acted in a manner incompatible with the Corporation’s interests and that allowing such member to remain in the Corporation would adversely impact the Corporation.

A. The Corporation’s general meeting shall be held each and every year during the first week of the month of July, provided that, in the event a meeting at such time in a given year should be impractical, then at such other time proximate to the first week of July as the Board of Directors shall determine. Only one general meeting may be held within the same fiscal year.

B. The Corporation’s Secretary shall cause to be sent to every member in good standing, by regular or electronic mail, to such member’s address as it appears in the Corporation’s membership roll, a notice telling the time, place, and agenda of the upcoming general meeting.

C. The Corporation’s general meetings shall be held at such locations as shall have been selected by the membership during the preceding regular annual meeting.

D. The presence at a general meeting of 20  (twenty) or more members in good standing, where at least 3 (three) different local chapters are represented by no fewer than 3 (three) members each, shall constitute a quorum necessary to conduct the business of the Corporation.

E. The Board of Directors may from time to time modify the criteria constituting quorum under Section D of this Article IV by an affirmative vote if it determines such modification to be in the Corporation’s best interest.

F. For purposes of this Article IV, “general meeting” means that portion of the Corporation’s annual convention commonly designated “Election of office holders”.

A. At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of office holders, secret ballots shall be used in such a manner as will ensure the anonymity of the person who cast such ballot.

B. Prior to the commencement of voting by ballot, the chair of such meeting shall recommend to the membership a panel of three members, who shall, subject to the members’ approval, act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify the results to the chair in writing. The original of such certification, bearing the inspectors’ original signatures, shall be physically affixed in the minute book to the minutes of that meeting.

C. No inspector of election shall be a candidate for office at the same meeting, nor be personally interested in any subject to be voted upon.

D. Each candidate seeking election to any office at a forthcoming meeting shall declare such candidate’s intention to the Secretary no later than 30 (thirty) days prior to the commencement of the Corporation’s general meeting. The Secretary shall ensure that names of all declared candidates are promptly posted on the Corporation’s website.

E. At the general meeting, each candidate for office must demonstrate that such candidate is seconded by at least 10 (ten) members of the local chapter to which such candidate belongs.

A. General Powers. Business and affairs of the Corporation shall be managed by a Board of Directors. Such Board of Directors shall be authorized to act in the name of the organization only when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

B. Number, Term and Qualification. Any member in good standing may serve on the Board of Directors. The number of directors shall be fixed from time to time by the Board of Directors, but shall be no fewer than 5 (five) and no more that 9 (nine). At least 3 (three) of the Directors serving at any given time shall, at the time of election, be members of 3 (three) separate chapters. Each director shall hold office until death if it occurs before the expiration of such director’s term of office, resignation, retirement, removal, disqualification, or when a successor shall have been elected and qualified as provided in these by-laws. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors, even though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of such Director’s predecessor in office.

C. Election. Directors shall be elected at the Corporation’s annual meeting pursuant to Article V. of these by-laws. Members seeking election to the Board of Directors shall announce their candidacy to the sitting directors no later than 30 (thirty) days prior to the commencement of the annual meeting. The Board of Directors shall vet and nominate the selected candidates to the general membership for approval. Voting shall be in accordance with Article V herein.

D. Staggered Terms. Three of the directors shall be elected for an initial term of 3 (three) years, and all other directors for a term of 2 (two) years. Upon the expiration of each director’s term of office, a successor shall be elected for a term of 2 (two) years.

E. Term Limits. No director shall serve for more than 3 (three) consecutive terms.

F. Removal. Any Director may be removed at any time with or without cause by the vote of a majority of Directors present at a meeting called for such purpose and at which quorum is present. The Board of Directors may entertain charges against any director. A director may be represented by counsel at any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

G. Quorum. 51 (fifty one) percent of the members of the Board of Directors shall constitute a quorum.

H. Scheduled Meetings. The directors shall meet regularly at least twice during each Corporation fiscal year; once within six months of the period preceding a general membership meeting, and once within the first six moths of the Corporation’s fiscal year.

I. Special Meetings.  Special meetings of the Board of Directors may be called by the President as deemed necessary for the Corporation. The President shall call a special meeting if so requested in writing by at least 50% (fifty percent) of the Board’s sitting Directors. Notices of such meeting shall be sent to all directors in the manner provided in Article IV to be received at least 15 (fifteen) days before the date scheduled for such special meeting. Such notice shall state the reasons for such meeting, the business to be transacted at such meeting, and by whom it was called. No other business other than thatspecified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting, provided that any director may waive notice of any meeting. The attendance by a Director who shall not have been duly notified of the meeting shall constitute waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.

J. No Proxy Voting. Each Director shall have only one vote. Voting shall not be done by proxy.

K. Board Rules. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion deem necessary.

L. Chairperson. The Corporation’s President, by virtue of election to that office, shall be the Chair of the Board of Directors, but shall have no voting rights except when necessary to break a tie at any meeting of the Board of Directors.

M. The Board of Directors shall elect from among its members a Secretary to serve for such a period as it shall determine.

N. No Compensation. Directors may not be compensated for their services. However, the Board of Directors may by resolution pay a fixed sum for attendance at meetings of the Board of Directors, or may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board of Directors.

O. Mode of Meetings. Board of Directors’ meetings may be conducted in person, or via tele or video conferencing. The Board President and Secretary shall ensure that each meeting is audio-recorded.

A. Elected Offices. The initial officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant Treasurers, or other Assistants as the Board of Directors may from time to time prescribe.

Any two or more offices may be held by the same individual, except that, no officer may act in more than one capacity where the action of two or more officers is required.

B. Election and Term. The officers shall be elected at the Corporation’s annual meeting in accordance with Article V of these by-laws. The President, Vice President, Secretary and Treasurer shall each hold office for a period of 3 (three) years. All other officers elected to office shall serve two-year terms. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. No Officer shall serve for more than 2 (two) terms.

C. No Compensation. No officer shall by reason of holding office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the Corporation, with the prior authorization of the Board of Directors, for duties performed as other than an officer or director.

D. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.

E. Officers.

(i.) President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall serve as the Chair of the Board of Directors, and shall preside at all meetings of the Board of Directors and at all general meetings of the Corporation. The President shall present at each annual meeting of the Corporation an annual report of the work of the Corporation.

The President, along with the Secretary, Treasurer, an Assistant Secretary, Assistant Treasurer, or any other proper officer of the Corporation thereunto authorized by the Board of Directors, shall be signatory to any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed on behalf of the Corporation, except in cases where the signing and execution thereof shall by law be required to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time; including appointing all committees, whether temporary or permanent, and ensuring that all books, reports and certificates required by law are properly kept or filed.

(ii.) Vice President. The Vice President shall perform such duties as may from time to time be assigned by the President or Board of Directors. In the event of the President’s death, absence, incapacitation, inability, or refusal to act, the Vice President shall serve as the Corporation’s acting President with all the rights, privileges and powers as if duly elected President.

(iii.) Secretary. The Secretary shall be the official custodian of the Corporation’s books and records, and shall:

(a) keep the minutes (including audio recordings) of the meetings of the Board of Directors and of all executive committees in one or more books provided for that purpose;

(b) ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

(c) be the custodian of the corporate records and the seal of the Corporation and see that the seal is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;

(d) attend to all correspondence addressed to the Corporation; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

(iv.) Treasurer. The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these bylaws;

(b) present to the membership at the Corporation’s annual meeting an audited accounting of the Corporation’s finances;

(c) render at such stated periods as the Board of Directors may require a written account of the Corporation’s finances, which report shall be physically affixed to the minutes of the Board of Directors of such meeting; and

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

(v.) Assistant Secretaries. Assistant Secretaries shall perform such duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors. In the absence of, or in the event of the death, inability or refusal to act of the Secretary, the Assistant Secretary designated by the Board of Directors shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to the restrictions imposed upon the Secretary.

(vi.) Assistant Treasurer. Assistant Treasurers shall perform such duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors. In the event of the Treasurer’s absence, death, inability, or refusal to act, the Assistant Treasurer designated by the Board of Directors shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all restrictions imposed upon the Treasurer.

(vii.) Others. The Board of Directors may from time to time establish such other offices as it may deem necessary, and officers holding such offices shall be elected pursuant to Article V of these bylaws.

The Board of Directors May hire and set the compensation of any employees which they in their discretion may determine to be necessary for the conduct of the business of the Corporation.

The Board of Directors may appoint committees to serve at such times and for such purposes as it may deem necessary, provided that the committees’ term of office shall not exceed a period of one year.

Initial membership dues shall be US$10.00 (ten US dollars) per adult member per annum, to be received by the Treasurer prior to the Corporation’s annual business meeting.

Thereafter, the membership dues shall be in such amount as may from time to time be set by the Board of Directors. No member who shall not have complied with this article shall be eligible to stand for election or to vote at the Corporation’s annual meeting.

A. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

B. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

C. Checks and Drafts. All checks, drafts, or other orders for the payment of money issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.

D. Accounts. The Corporation shall have and maintain its principal account at a bank or such other depository as the Board of Directors may appoint within Washington, D.C.

However, the Board of Directors may by resolution and from to time authorize the opening of other accounts at such times and places as it may by resolution determine to be necessary and expedient for the Corporation. All funds of the Corporation not otherwise employed shall be deposited to the credit of Corporation in such banks or depositories.

E. 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 purposes of the Corporation.

A. Fiduciary. Each director and officer, at all times while acting for or on behalf of the Corporation, shall do so in a fiduciary capacity.

B. Indemnification. Any person who in good faith and exercising due diligence serves or has served as a director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation for any other person, partnership, joint venture, trust, enterprise, or other legal entity, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against:

(i.) reasonable expenses, including attorneys’ fees, actually and necessarily incurred in defending against any threatened, pending, or resolved legal action, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the Corporation or by a third party seeking to hold such person personally liable by reason of having so acted in such capacity, and (ii.) reasonable payments made by such person in avoidance or satisfaction of any judgment, fine, penalty or settlement arising from any transaction conducted in such capacity.

C. Scope. Nothing in this Article shall shield any person from being held personally liable for conduct engaged in by such person outside the scope of the authority entrusted in such person by these bylaws.

D. Reasonableness of Indemnity. The Board of Directors shall take any action it deems necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation and to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonableness of the amount of indemnity due.

E. Insurance. The Board of Directors may by resolution purchase and maintain insurance on behalf of any person acting as a director, officer, employee or agent of the Corporation, against any liability which could be asserted against such person by reason of acting for the Corporation in such capacity.

Except as otherwise provided herein, these bylaws or the Corporation’s articles of incorporation may be amended or repealed by the affirmative vote of two-thirds of the members in good standing present at any annual meeting at which a quorum is present as provided in Article IV.D., provided that the amendment or repeal of the bylaws or articles in question shall have been noticed pursuant to Article IV.B. of these bylaws.

A. Fiscal Year. For accounting purposes, the Corporation’s fiscal year shall be from September 1 to August 30 of the following year.

B. Books and Records, Minutes. The Corporation, through its Secretary, shall keep correct and complete books and records, which shall upon reasonable and timely request, during reasonable hours, be subject to inspection by any director, officer, or member in good standing at the Corporation’s principal office or other convenient place. Updated versions of the Corporation’s articles of incorporation and bylaws shall be posted on the Corporation’s web site. The Corporation’s records shall include minutes of all meetings of the Board of Directors and of any duly constituted committee, as well as minutes of members’ annual meetings at which any question is voted upon, including the election of any officer or director.

C. Web Site.

(i.) The Corporation shall maintain a website, which shall be updated at least quarterly.

(ii.) No material shall be posted on the web site without the express approval by an affirmative vote of the Board of Directors. The Secretary of the Board of Directors shall ensure that minutes of any meeting at which the Board of Directors votes on material submitted for posting on the Corporation web site are accurately kept and preserved.

(iii.) Any person who posts any material on the web site without the Board of Director’s express authorization shall be personally liable for any action arising therefrom.

(iv.) The Board of Directors may from time to time by resolution appoint a person to serve as the Corporation’s web site administrator, and may in its discretion determine an appropriate sum for the payment of any or all expenses incurred by such administrator in that capacity.

D. Non Discrimination. The Corporation shall not discriminate against any person on the basis of such person’s race, color, gender, religion, national origin, tribe, clan, age, disability, sexual orientation, or political affiliation.

E. Non Partisanship. The Corporation shall remain non-partisan, and shall neither endorse nor oppose any party or candidate contesting for any political office in any local or national government in any country.

F. Arbitration. In the event of a dispute concerning the interpretation of provisions of these bylaws, all attempts must be made to resolve the dispute informally. In the event an informal resolution is unavailing, arbitration shall be attempted before court intervention is sought.

G. Audits. The Corporation’s books shall be audited annually by an independent, certified auditing firm selected by the Board of Directors. Any member in good standing shall have the right to inspect the Corporation’s financial statements upon reasonable request to the Corporation’s Secretary.

H. Dissolution. Upon dissolution, all of the Corporation’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefor, be distributed to any association or associations organized for purposes similar to the purpose of the Corporation as may be designated by a majority of the directors of the Corporation then holding office.

I. Headings. The headings used in these bylaws are for identification only and may not be construed as defining or granting substantive authority.