BY-LAWS OF THE UKRAINIAN FREE UNIVERSITY FOUNDATION, INC.

ARTICLE I. NAME, PRINCIPAL OFFICE, TERRITORY OF ACTIVITIES, SEAL

Section 1. The corporation shall be called “The Ukrainian Free University Foundation, Inc., hereafter, in this document, shall be referred to as the “Foundation.”

Section 2. The Foundation may engage in activities throughout the United States and such other places as shall be decided upon by the Board of Directors.

Section 3. The principal office of the Foundation shall be in the City of New York.

In case of need the Annual Meeting of Members may change the location.

ARTICLE II. PURPOSE AND MEANS

Section 1. The purpose of the Foundation is to provide financial and moral assistance to the Ukrainian Free University and its students, to aid generally in Ukrainian studies and rearing Ukrainian youth, researchers in Ukrainian scholarship and facilitate in the development of Ukrainian literary and scholarly creativity.

Section 2. The Foundation shall realize its purposes in accordance with the provisions of

these By-Laws and with means which are in accordance with law and the needs of the Foundation.

ARTICLE III. MEMBERSHIP

Section 1. Membership of the Foundation shall consist of persons who are in agreement with the purposes of the Foundation, and are willing and ready through their work and contribution to fulfill these purposes.

Section 2. Regular Members of the Foundation shall be physical persons, who have attained 18 years of age. Members are accepted by the Board of Directors of the Foundation upon receipt of a written application, witnessed by two members of the Foundation and the payment of $500.

Section 3. A Member may resign from the membership in the Foundation at any time upon giving a written notice to the Board of Directors.

Section 4. A Member of the Foundation may be expelled for non compliance with the By-Laws, for activity detrimental to the Foundation or behavior which conflicts with the honor and good name of the Ukrainian Free University and the Ukrainian nation.

Section 5. A Member may be expelled as above by a two thirds (2/3) vote of the Board of Directors.

Section 6. An expelled Member may appeal to the next Annual Meeting of Members.

ARTICLE IV. ANNUAL MEETING AND GOVERNANCE

Section 1. The governing bodies of the Foundation shall consist of:

a) General Meeting of Members

b) Board of Directors

c) Auditing Commission

d) Board of Trustees

Section 2. The General Meeting of Members shall be the highest governing body of the Foundation. It shall resolve all matters of the Foundation and elect members of the Board of Directors, Auditing Commission and the Board of Trustees.

Section 3. The General Meeting shall be called annually in the 1st. quarter by the Board of Directors who shall advise all members of the Foundation of the place, time and agenda of the Meeting at least thirty (30) days in advance through announcements in written form or electronically.

Section 4. A quorum for the General Meeting shall consist of no less that four (4) members of the current Board of Directors.

Section 5. The General Meeting shall be chaired by an elected Chair, Vice Chair and Secretary.

Section 6. The General Meeting shall resolve all matters before it by a simple majority of those present except in matters concerning the amendment of these By-Laws and appeals of expelled members which shall require a two thirds (2/3) vote.

Section 7. All proposals for the amendment of the By-Laws must be submitted, in writing, not less than thirty (30) days prior to the date of the General Meeting.

Section 8. The dissolution of the Foundation shall be decided by three fourths (3/4) of the vote of members at the meeting provided the notice of the General Meeting included this agenda item. .

Section 9 The voting at the General Meeting shall be overt. On a motion of one third (1/3) of the present regular members, the Chair of the General Meeting shall order secret balloting.

Section 10. There will be no voting by proxy.

Section 11. A Special General Meeting may be called by:

a) a majority of the Board of Directors,

b) written demand of one third (1/3) of the membership,

c) by the Auditing Commission.

ARTICLE V. BOARD OF DIRECTORS AND OFFICERS

Section 1. The Board of Directors shall consist of the following:

  1. President
  2. 2-3 Vice Presidents
  3. Secretary
  4. Treasurer

e) not more than 7 members at large

Section 2. In the case of a vacancy of a member of the Board of Directors, the Board of

Directors may appoint another member of the Foundation to the vacancy until

the next General Meeting.

Section 3. The Board of Directors shall make all decisions based on a simple majority vote.

Section 4. One-half (½) of the members of the Board of Directors shall constitute a quorum.

ARTICLE VI. AUDITING COMMISSION

Section 1. The Auditing Commission of the Foundation shall consist of a Chair and two (2) members.

Section 2. The Auditing Commission shall exercise continuous control over the financial activities of the Foundation, such as bookkeeping and financial reporting to the State and Federal authorities. The Auditing Commission shall report to the General Meeting.

Section 3. Members of the Auditing Commission may participate in meeting of the Board of Directors without a vote.

ARTICLE VII. BOARD OF TRUSTEES

Section 1. The General Meeting shall elect a Board of Trustees consisting of three to five (3-5) members.

Section 2. The Board of Trustees shall administer the Foundation in case of the resignation of the Board of Directors and shall administer the liquidation of the Foundation in accordance with the directives of the General Meeting.

ARTICLE VIII. PROPERTY REAL AND PERSONAL, ACCOUNTING PERIOD

Section 1. The assets of the Foundation shall consist of cash, bonds and equity, real and personal property.

Section 2. The fiscal year of the Foundation shall be the calendar year.

Section 3. The Treasurer shall be responsible for the Foundation’s bookkeeping and accounts according to accepted governmental and professional standards.

ARTICLE IX. AMENDMENT OF THE BY-LAWS

Section 1. These By-Laws can be amended entirely or in part by a two thirds (2/3) vote of at least a majority of the Members of the Foundation provided the Notice of the General Meeting includes By-Laws amendment in its agenda.

ARTICLE X. DISSOLUTION OF THE FOUNDATION

Section 1. The Foundation may be dissolved upon a three fourths (¾) vote of at last two thirds (2/3) of the Members of the Foundation provided the Notice of General Meeting included Dissolution as an Agenda item.

Section 2. The property of the Foundation upon its dissolution, shall be distributed to the Ukrainian Free University or a similar not for profit Ukrainian organization.

Section 3. The Property of the Foundation shall be distributed by the Board of Trustees of the Foundation in accordance with the direction of the General Meeting.

ARTICLE XI. MISCELLANEOUS

Section1. If not regulated by these By-Laws, then the General Meeting and all other

meetings of the Foundation shall be regulated by “Robert’s Rules of Order”.

Section 2. All activity of the Foundation shall comply with Federal and State law and

regulations, in particular those that apply to not for profit organizations.

These By-Laws were adopted by the General Meeting of the Foundation of the Ukrainian Free University on March 23, 2019 in the Ukrainian language and translated into English by Askold S. Lozynskyj, an attorney at law and the President of UFUF who is fluent in both languages and certifies the accuracy of the translation.

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