Preamble: The need for the association and its purpose

            The purpose of the Association is to create a community resource providing information and services, including ways to cope with the emotional and financial needs of families in Austin and surrounding areas after a catastrophic losse(s), such as the death of a family member. This is similar to mutual assistance associations traditionally known as “EDIR” in Ethiopian communities.

               The Association aims to provide a mechanism by which grieving families can receive support following the death of a family member, as well as assisting with necessary information regarding documentations to make transitions. The Association further coordinates mechanisms to help and assist in their emotional and financial burdens.

              The Association is not affiliated with any religious or political organizations and does not advocate on behalf of any race, place of origin or ethnicity. The Association is to be registered as a non-profit organization in the State of Texas.

1.    Establishment of the Association and its name:

• 1.1. The name of the Association shall be Austin Area Mutual Aid (EDIR) and will hereafter be referred to as “the EDIR.”
• 1.2.  These bylaws may be referred to as the bylaws of the Austin Area Mutual Aid (EDIR) (as revised in 2016.)
• 1.3. The EDIR will be governed by these bylaws, the Certificate of Formation, and Texas Business Organizations Code Chapter 22.

2.  Definitions: Unless the context in which it is used gives it a    different, generally accepted meaning:

• 2.1.                    Member: A person registered as a member who abides by these bylaws and has fulfilled the obligations of membership of the EDIR.

• 2.2.                    Family: Husband, wife and dependent child/children of a member and includes the father and mother of a member living at the same residence as the member.
• 2.3.                    Child: A person registered as a member of a family and is:
• 2.3.1.            Under 18 years old and the biological child, stepchild, adopted child or any child for whom the member has legal guardianship.
• 2.3.2.            Over 18 years old and the biological child, stepchild or adopted child of a member.
• 2.4                       Membership Contribution: A one-time contribution collected from a member registered as an individual or as a member of a family toward building a reserve for immediate financial assistance to grieving members following the loss of a family member.
• 2.5                       EDIR Financial Assistance: financial assistance for Members or their formal designees when death occurs to an EDIR member.
• 2.6                       Replenishment Contribution: A contribution collected from Members to replenish the EDIR’s funds upon the disbursement of EDIR Financial Assistance.
• 2.7                       Administrative Contribution: The annual contribution collected from Members in January of each calendar year to cover the administrative costs.
• 2.8                       Designated Coordinator: A person designated by a member to receive EDIR assistance, be it financial or otherwise, in the event a member passesaway and doesnot represent himself or herself to collect assistance.
• 2.9                       Austin and Surrounding Areas: Counties surrounding the City of Austin (Travis, Williamson, Bastrop, Hays, Caldwell, Blanco, Burnet, Bell, Medina, Bexar and Comal counties.)
• 2.10                  All and any references to the male gender include the female gender.

3.                           Purpose of the EDIR:

• 3.1.                    To coordinate and provide social services to support the needs of the family members of EDIR members during catastrophic losses, such as the death of a family member.
• 3.2.                    To create and maintain a community resource for dissemination of information related to coping with death of a loved one and assist with arrangements for necessary services.
• 3.3.                    To coordinate the collection of contributions from members and for disbursement of EDIR Assistance to lessen the financial and emotional burden related to loss of the family head or family member.
• 3.4.                    To facilitate communication amongst Members and Non-Members of the EDIR required to deliver the services stated above amongst Members and Non-Members of the EDIR.
• 3.5.                    To organize and disseminate relevant information pertaining to the social and economic wellbeing of Members, without contraventions to Article 4 of this bylaw.
• 3.6.                    To negotiate favorable terms, when possible, regarding services and/or products useful for the collective benefits of members.
• 3.7.                    To serve as a one-stop information resource center for members and the general community as defined by Council in the future.

4.                           Limitation on Activities:

• 4.1.                    The EDIR shall not entertain or interfere in any political and/or religious activities that have purposes outside of those delineated in these bylaws.
• 4.2.                    No part of the net earnings of the EDIR shall insure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the EDIR shall be authorized and empowered to pay for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
• 4.3.                    No substantial part of the activities of the EDIR shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the EDIR shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
• 4.4.                      Notwithstanding any other provision of this certificate, this EDIR shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this EDIR.

5.                           Membership in the EDIR is open to anyone that:

• 5.1.                    Accepts the bylaws of the EDIR.
• 5.2.                    Pays the Membership Contribution, Replenishment Contribution and Administrative Contribution on a timely basis.
• 5.3.                    Is present at the EDIR meetings.
• 5.4.                    Lives in the City of Austin or its Surrounding Areas as specified under Article 2.9.
• 5.5.                    Is 18 years or older.
• 5.6.                    Children under 18 may be registered as dependents free of Membership Contribution and Replenishment Contributions and qualify for all the services and benefits associated with membership.
• 5.7.                    Registration for membership is once and shall not be duplicated or transfered.

6.                           Privileges of membership:

• 6.1.                    To elect and be elected to the Council of Members and Executive Committee.
• 6.2.                    To be eligible to receive the EDIR Assistance.
• 6.3.                    To serve as a EDIR representative for members of his/her family that are under 18 years of age and registered as Members of the EDIR in accordance with guardianship rights afforded to the Member by law.
• 6.4.                    To cast proxy votes on behalf of members of his/her family that are registered as Members of the EDIR.

7.                           Responsibilities of membership:

• 7.1.                    To willfully contribute the Membership, Replenishment and Administrative Contributions on a timely basis.
• 7.2.                    To willfully pay any additional contributions recommended by the Executive Committee and approved by the Council when the EDIR needs additional funds.
• 7.3.                    To provide accurate information required for membership, including notice of change of information provided on Member registration forms and to notify the executive committee of any changes in contact information such as address, telephone numbers and e-mail addresses.
• 7.4.                    To willfully provide emotional support and/or financial assistance to family members of the deceased Member and non-member of the EDIR upon notification of the death by the EDIR.

8.                           Finance:

• 8.1.                    The primary revenue of the EDIR will be contributions collected from Members.
• 8.2.                    The EDIR’s Council is responsible for evaluation of the finances of the organization and determine the means.
• 8.2.1.            The EDIR can generate revenue including level of recommended Membership Contributions needed to execute the functions of the EDIR.
• 8.2.2.            Determine the recommended levels of monetary and non-monetary assistance to be provided to Members.
• 8.2.3.            Assures to maintain enough funds for fair and reliable disbursement of EDIR financial assistances.

9.                           Governance of the EDIR:

• 9.1.                    General Assembly:
• 9.1.1.            The General Assembly is a meeting of EDIR Members that has ultimate authority over the administration of the EDIR.
• 9.1.2.            A meeting of the General Assembly shall be held once every two years on the afternoon of the last Sunday of January.
• 9.1.3.            Special session of the General Assembly may be called between its regular sessions when two thirds (2/3) of Council Members decide to call special session of the General assembly.
• 9.1.4.            Attendance by more than half (50% plus one or more) of the Members is required for a quorum of the General Assembly. In the event that a quorum is not met at the General Assembly, the General Assembly can proceed and conduct its meeting if Council of

Members present meet on the side and two-thirds (2/3^rd) of its members agree to proceed with the assembly.

• 9.1.5.            If two third (2/3) votes of Council of Members cannot be secured, as stated in Section 9.1.4, the General Assembly shall be rescheduled.
• 9.1.6.            The General Assembly elects its representative as Council Members to govern the EDIR. The number of Council Members will be in the ratio of one (1) Council Member per twenty (20) EDIR members. The minimum number of Council Members remains at twenty (20.)
• 9.1.7.            The Council of Members will elect seven members of an Executive Committee from the elected council members.
• 9.1.8.            To amend, replace or add any provision to the bylaw requires Council recommendation and approved by two third (2/3^rd) of the General Assembly present.
• 9.1.9.            General Assembly reviews reports of the Council and/or the Executive Committee; appraises the performance or non-performance of the council.
• 9.1.10.       When needed, General Assembly may appoint external auditor or auditors from amongst the EDIR members. Auditors appointed by General Assembly are accountable and report to the General Assembly.
• 9.1.11.       When two thirds of Council Members agree, Special Assembly of members may be called at any time.
• 9.1.12.       In the event that any Council Member does not finish his/her term, Council shall appoint interim Council Members, by simple majority, to fill the remaining term until the next Members Assembly.

9.2.                  Council and Its Duties

• 9.2.1.            The Council represents and is accountable to the General Assembly.
• 9.2.2.            The Council shall elect its President, Vice President and a Secretary from its ranks, each for a term of four years. Each officer is eligible ONLY for reelection to a second term.
• 9.2.3.            The term of service for each member of the Council shall be four years. Each council member may only serve two consecutive terms.
• 9.2.4.            Fifty percent plus one (50% plus 1) attendance is required for a quorum to be considered legitimate.
• 9.2.5.            The Council shall meet at least once a year and at any time when:
• a)          Two of the three executives of the Council Leadership (President, Vice President and Secretary) agree to call a meeting
• b)          A third of Council Members petition to meet
• c)          The Executive Committee requests a meeting of the Council
• 9.2.6.            The Council sets administrative policies and benefits to EDIR members based on recommendations submitted by Executive Committee.

• 9.2.7.            Council shall establish rules a code of conduct to govern Council Members performance by a simple majority vote.
• 9.2.8.            Once Council establishes administrative policies, code of conduct guidelines, benefits to EDIR members, any amendments or revisions thereafter require two third (2/3) votes of Council.
• 9.2.9.            Council has the power to set and define responsibilities to the duties of each offices and officers through its authority to establish rules and regulations in line with the spirit and meaning of these bylaws.
• 9.2.10.       No administrative policy or guidelines set by the Council contravenes to the bylaws.
• 9.2.11.       The Council shall elect an Executive Committee that will be responsible for the day-to- day administration of the EDIR’s operations. The Council shall elect members of the Executive Committee by a majority vote from amongst its members.
• 9.2.12.       The Council shall examine the procedures and operational plans of the Executive Committee and may approve them, provided they are not in conflict with the bylaws of the EDIR.
• 9.2.13.       The Council will hear and examine an annual report of the EDIR presented by Executive Committee and then provide guidance.
• 9.2.14.       The Council shall examine and adjust EDIR Financial Assistance, Replenishment Contributions and or other services based on recommendations of Executive Committee.
• 9.2.15.       Any Council or Executive Committee meetings are open to EDIR members.
• 9.2.16.       Any member of the Council may attend meetings of the Executive Committee without voting privileges.

9.3.                  Executive Committee and Its Duties

• 9.3.1.            The term of the Executive Committee is two years. Each Member of the Executive Committee shall serve two consecutive terms totaling four years.
• 9.3.2.            The Executive Committee is accountable to the Council.
• 9.3.3.            The day-to-day activities of the EDIR and the enforcement of these bylaws, and any other regulations, rules and policies set by the council are the responsibilities of the Executive Committee.
• 9.3.4.            The Executive Committee elects its own officers.
• 9.3.5.            The Executive Committee shall have seven positions; Chairman, Vice Chairman, Secretary, Treasurer, Accountant, Internal Auditor and Public Relations Officer. The Executive Committee meets at least once in every quarter. Fifty percent plus one (50% +

1) of Executive Members constitutes its quorum.

• 9.3.6.            Elections of executive committee members shall be staggered so that either three or four members complete their service at each election.

10.                     Membership:

• a)                            Membership is perpetual, provided that each membership meets his/her obligations specified in this bylaw.
• b)                            If a Member relocates out of Austin and/or its Surrounding Areas, as defined under Section 2.9, he/she may continue his/her membership. In this case, members or registered family members at the time of the member’s relocation may be eligible to receive membership benefits and considerations. The Member cannot register additional members after relocating from Austin and its surrounding area.
• c)                            If a Member voluntarily terminates his/her membership, contributions made to the EDIR will not be refunded.

11.                     Limitation on Amendment:

No amendment, modification, and/or rescission of this Section shall be effective to limit any Indemnitee’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment, and/or rescission is adopted.

12.                     Indemnification:

Mandatory Indemnification: The EDIR agrees to indemnify each of its current and former Council members, Committee persons, employees, and agents (the “Indemnitees”) from and against, and to reimburse the Indemnitees for any and all judgments, fines, liabilities, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, as a result of or in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the EDIR or affiliate of the EDIR to procure a judgment in its favor, arising by reason of the fact that the Indemnitee is, was, or at any time becomes a Councilmember, Committeeperson, employee , or agent of the EDIR; provided, however, that no indemnity pursuant to this Section 11 shall be paid by the EDIR: (i) if a judgment or other final adjudication establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty or fraud, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or

(ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest or fraudulent.

13.                     Advancement of Expenses:

The EDIR may pay expenses incurred in defending an action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, as authorized by the Council of Members in the specific case, upon receipt of: (a) a written affirmation from the Indemnitee of his or her good faith belief that he or she is entitled to indemnification under this Section 12, and (b) an undertaking by or on behalf of the Indemnitee to repay such amount, unless it shall ultimately be determined that he or she is entitled to indemnification under this Section 1211.

14.                     Dissolution of the EDIR:

Upon the dissolution of the EDIR, all funds and properties of the EDIR will be donated to charitable organizations within the meaning of section 501(c)(3) of the Internal Revenue Code with the recommendation of the Council of Members and agreement by the General Assembly or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the EDIR is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

15.                     Revision of the bylaws:

These bylaws shall be revised, amended and/or replaced at any time at a meeting of the General Assembly in accordance with Section 9.1.6. History will be maintained using numerical revision.

16.                     Required Consent:

Notwithstanding anything in these bylaws to the contrary, the EDIR shall not be liable to indemnify an Indemnitee under this Article 12 for any amounts paid in settlement of any action or claim affected without the prior written consent of the EDIR. The EDIR shall not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent. Neither the EDIR nor any Indemnitee will unreasonably withhold their consent to any proposed settlement.

    END