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  By-Laws
Action for Environment and Communities
(AEC)

*****

Chapter 1
Name, address, type of organization, and logo

Article 1:              We, who are Khmer citizens, have established an organization named “Sakammapheap Daoembei Parethan ning Sahakom”, with the acronym of ”sar.bar.sor.”, written in English “Action for Environment and Communities”, with the acronym of “AEC”.
Article 2:              AEC’s office is located at number 607 ngor. Street 27B, Sleng Roleung village, Sangkat Teuk Thla, Khan Russei Keo.  This location may be changed according to the needs of the organization.
Article 3:              AEC is a non-governmental organization; serves the public benefit; does not discriminate by ethnicity, race, or religion; is not-for-profit; does not engage in politics; and does not serve any political party.
Article 4:              AEC was established on 1 August, 2001.
Article 5:              AEC’s logo and stamp are as follows:

  1. The logo is an image of the Buddha under a Boddhi tree.
  2. The stamp has a 35 mm circle within which are written the following:
  3. The circle has written on top in Khmer “Sakammapheap Daoembei Parethan ning Sahakom” and below in English “Action for Environment and Communities”.
  4. At the center of the circle is an image of the Buddha under a Boddhi tree.

Chapter 2
Objectives and activities

Article 6:              AEC has the following objectives:

  1. Raise the level of understanding of and empower women.
  2. Build the capacity of communities to develop themselves.
  3. Protect natural resources and wildlife habitats.
  4. Help people with disabilities and people without means of support.
  5. Protect human rights and support advocacy.

 Article 7:             AEC’s core areas of work include the following:

  1. Cooperation activities with local authorities and relevant institutions
  2. Encourage learning among the poor.
  3. Provide credit by organizing and facilitating groups, associations, and community committees.
  4. Encourage community management of natural resources.
  5. Facilitate networking.
  6. Provide training and other capacity building.

 Chapter 3
Membership and employees

Article 8:              AEC has two types of members:

  1. Honorary members, who make contributions or provide funds to the organization
  2. Founding members, who are members who initiated the establishment of the organization.
  3. Supporting members, who are members who support activities of the organization.

Article 9:              Employees are selected through a process including interviews and testing, and have work contracts with the organization. AEC may select employees to carry out its work according to the Labor Law of the Kingdom of Cambodia.
Article 10:           Membership and employment may be terminated as follows:

  1. Death
  2. Resignation in writing
  3. Failure of employees to respect policies, by-laws, or internal rules of the organization.
  4. Conviction of a felony, by the final decision of a Cambodian court.
  5. Termination of employment by decision of the director.
  6. Failure to respect the employment contract.

In the event of number (6) above, the individual may appeal to the board of directors.  The appeal will be decided by 2/3 vote of the members of the board of directors.
Article 11:           Resignation or termination of employees of AEC will be detailed in the internal rules of the organization and must be carried out in accordance with the Labor Law of the Kingdom of Cambodia.
Chapter 4
Funding sources and financial management

Article 12:           AEC may receive funds from the Royal Government, generous individuals, national and international non-governmental organizations, and income from legal activities of the organization, but may not receive funds from political parties.
Article 13:           All income must be managed by the finance officer of the organization, with the approval of the director.  One portion of the organization’s funds, determined by the board of directors, may be kept as cash-in-hand by the finance officer, and the remainder must be kept in an account held by AEC at any bank that is recognized by the National Bank of Cambodia.
Article 14:           All expenditures of AEC must be backed up by vouchers signed by finance officer and director. The director of AEC is ultimately responsible for all expenditures of the organization.
Article 15:           The finance officer must make a financial report including balance of funds and income and expenditure, with vouchers and supporting documentation, to the director for approval every month, quarter, semester, and year.
Chapter 5
Organizational structure, roles, and duties

Article 16:           AEC is managed by:

  1. A board of directors, which is the decision-making authority and includes:
    1. The chairman/woman                                   1 person
    2. The secretary                                               1 person
    3. Members                                                      several
  2.  The director                                                           1 person
  3. The finance officer                                                   1 person

Article 17:           The chairman/woman, secretary, and members of the board of directors have terms of two years, but for the initial term, the chairman/woman has a term of one year, the secretary has a term of two years, and the members have terms of two years. The chairman/woman and secretary are elected by the entire board of directors.
Article 18:           The removal or expulsion of any member of the board of directors or the director of the organization requires a 2/3 vote of the board of directors.
Article 19:           The board of directors is led by the chairman/woman who has the following roles and responsibilities:

  1. Monitoring the work of the director of the organization.
  2. Instruct and provide guidance to the director of the organization, in accordance with the objectives and core areas of work of AEC.
  3. Assist with fundraising to enable AEC o implement its projects.

Article 20:           The director of AEC has the right to appoint the finance officer.
Article 21:           The director of AEC has the following roles and duties:

  1. Assumes overall responsibility for all of the work of AEC.
  2. Is ultimately responsible for all expenditures of the organization.
  3. Prepares projects and resolves problems that arise within the organization.
  4. Signs contracts for the organization.
  5. Organizes meetings of the organization.
  6. Prepares reports to the board of directors.

Article 22:           The finance officer directly manages income and expenditures of the organization, and has the following responsibilities:

  1. Keeps the safe and deposits funds in the organization’s bank account as directed by the director.
  2. Prepares financial reports, including fund balances and reports on income and expenditures, with vouchers and supporting documents, for the director and board of directors.
  3. Prepares annual reports on the organizations assets, including fixed asset lists and complete inventory reports, to the director so that he/she can report to the board of directors.

Chapter 6
Meetings of the board of directors

Article 23:           The board of directors must meet at least three times in one year.  The chairman/woman of the board of directors calls meetings.
Article 24:           The board of directors may hold special meetings when needed or in urgent situations. The chairman/woman of the board of directors calls such meetings, or 2/3 or members of the board may request a meeting.
Article 25:           The procedures, agenda, location, and time of regular or special meetings of the board of directors are under the jurisdiction of the secretary.
Article 26:           Meetings of the board of directors are organized to enable the board to fulfill its roles and responsibilities as outlined in article 17 of these by-laws.
Article 27:           All decisions made in both kinds of meetings of the board of directors are valid only with approval of 2/3 of the members of the board.
Chapter 7
General assembly of the organization

Article 28:           General assemblies of AEC are of two kinds:  regular and special.
Article 29:           Regular assemblies are held at the end of each year, with objectives such as: presenting a summary report for the year and financial report, preparing a plan for the coming year, etc.
Article 30:           Special assemblies are organized when needed and in urgent situations.  They are called by the director, or 2/3 of the board of directors and management committee may authorize a special assembly.
Article 31:           In the case of both kinds of assemblies, notice must be given 15 days in advance and must include the agenda of the meeting and be signed by the director of the organization.
Article 32:           A quorum for a general assembly, necessary for a meeting to be official, is defined as 2/3 of all members.
Article 33:           All decisions made in both kinds of assemblies must be approved by a simple majority of all participants in the assembly.


 
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