Bylaws of the
Georgian International
Foundation for Transformation, (GIFT) Inc.
(Doing Business As “Ertoba”)

Article I. Name and Purpose

The name of the Corporation is Georgian International Foundation for Transformation, Inc., which may also conduct activities under the assumed name ERTOBA or GIFT, in accordance with applicable laws.

The Corporation is organized exclusively for charitable, cultural, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The Corporation shall not engage in activities inconsistent with its nonprofit status. It shall be guided by the values of justice, peace, and dignity for all people, with a clear commitment to women’s equality and to the dignity and inclusion of people of diverse sexual orientations and gender identities, as an expression of respect for the dignity of every human being.

Article II. Membership

Classes of Membership:
The Corporation has different classes of membership, including Regular Members, Student Members, Senior Members, Associate Members, and Supporting Members.

Rights of Members:
Regular, Student, and Senior Members (“Voting Members”) shall have the right to vote on matters such as amendments to the Articles and Bylaws and the election of directors. Associate and Supporting Members may participate in programs but do not have voting rights.

Admission of Members:
All members must be approved by the Board of Directors.

Membership Dues & Nonpayment:
Membership dues are set by the Board of Directors and are payable annually at the start of the fiscal year. Members more than ninety (90) days late in payment shall be suspended, losing all rights until dues are paid.

Resignation & Termination:
Members may resign at any time by written notice. The Board may terminate a membership for nonpayment of dues or for conduct detrimental to the Corporation.

Article III. Meetings of Members

Annual Meeting of Members:
The Annual Meeting of Members shall be the highest governing body of the Corporation.

Notice:
Notice shall be sent to all members by email or mail at least fourteen (14) days before the meeting.

Quorum:
Fifty percent (50%) of Voting Members shall constitute a quorum.

Article IV. Board of Directors

Authority:
The Board of Directors manages the Corporation’s strategic and financial affairs.

Number & Composition:
The Board shall consist of five to nine (5–9) directors, and shall always be composed of an odd number of directors.

Quorum:
A quorum is required to conduct business.

Compensation:
Directors shall serve without compensation for their services as members of the Board.

Article V. Officers

Officers:
The officers of the Corporation shall include two (2) Co-Presidents, a Chair of the Board, a Secretary, and a Treasurer.

Election:
Officers are elected by the Board of Directors from among its members, unless the Board decides to appoint or hire an officer from outside the membership.

Duties:

• Co-Presidents: Serve as chief executives of the Corporation, responsible for day-to-day leadership and implementation of Board decisions.

• Chair of the Board: Presides over Board meetings and ensures proper governance.

• Secretary: Maintains records and meeting minutes.

• Treasurer: Oversees financial records, budgets, and reporting.

Article VI. Committees

Formation:
The Board, in collaboration with the Co-Presidents, may establish committees as needed.

Authority:
Committees shall have only the advisory authority delegated to them by the Board and shall not have the power to make binding decisions.

Article VII. Amendments

Amendments may be proposed by the Board of Directors and must be approved by a majority vote of Voting Members.

Article VIII. Dissolution

Upon dissolution, all assets shall be distributed to another nonprofit organization recognized under Section 501(c)(3) of the Internal Revenue Code.

Article IX. Conflict of Interest and Compensation Policy

Disclosure: Any person with an actual or potential conflict of interest must disclose it to the Board of Directors.

Procedures: The interested person shall not be present during the Board’s deliberation or vote on the matter.

Compensation: Any compensation of a director or officer must be approved by a committee composed entirely of disinterested directors.