The Forum for Ethiopian Scholars and Professionals (FESP) is a non-partisan and independent nonprofit organization incorporated in Washington, D.C. It was registered after reforming and rebranding Vision Ethiopia.

Our mission is to engage Ethiopian and Greater Horn of Africa scholars and professionals, and others by creating an independent forum for developing and sharing carefully considered policies that lead to better Ethiopia and Greater Horn of Africa.

Our core values, beliefs, and principles that guide its works and interactions with its partners and stakeholders. These include cooperation, excellence, independence, impartiality, integrity, accountability, innovation and adoption of new ideas, relevance, quality, transparency,  respect, societal impact, better governance, sustainability, diversity, indigenous knowledge, and inclusiveness.

It is governed by a board. It is not a membership-based organization.

Amended bylaws of

Forum for Ethiopian Scholars and Professionals (FESP)

የአትዮጵያ ምሁራንና ባለሙያዎች መድረክ

Formerly Vision Ethiopia (የቀድሞ መጠሪያው: ራዕይ ኢትዮጵያ)

(Effective  March 1  2021)

Article I: Name Location and Duration

Section 1. Name and Logo of Organization:

Pursuant to Article 1, Section 2 of the March 2, 2019 bylaws of Vision Ethiopia, the 501(c)(3) nonprofit organization that has been in existence since 2015 incorporated in Washington, D.C., EIN 81-0729204,  and known for organizing nine successful conferences over the last six years, has been reformed and upgraded.

The reform program which was stalled aims at  serving better Ethiopian scholars and professionals, differentiate the entity from ordinary activism and make officer bearers accountable in line with the laws governing nonprofit organizations.  Accordingly, the nonprofit entity has been renamed as  Forum for Ethiopian Scholars and Professionals (FESP). The Amharic version is የአትዮጵያ ምሁራንና ባለሙያዎች መድረክ. The FESP  is  incorporated as  a 501 c 3  nonprofit  in the District of Colombia  (file Number  00006893957) and also registered with the Internal Revenue Service (EIN 86-2469248). The reform  provided an opportunity to rethink and change its  logo. The old “eye” logo which symbolized a “vision” has been replaced by a ”ring”  that many  symbolize with connectedness, engagement, love, authority, relationship in good and  bad times, through knowledge and understanding.

Section 2. Name and Logo Change. The properly constituted board of FESP may, at its pleasure, change its name and/or logo by vote of a super majority. Any such name change shall be done by amending these Bylaws and by renewing to change a new registration in  Washington D.C., where the initial registration was done.

Section 3. Location: FESP’s  principal office will be located in Washington D.C., where it is duly registered as a non-profit organization. FESP may establish  other offices either within or outside the Washington, D.C., Metropolitan area, including in Ethiopia, as it deems fit and as the Board of Directors may determine or as the affairs of the organization may require from time to time.

Section 4. Duration: FESP shall have perpetual existence.

Article II. Vision, Mission and Values

Section 1. Vision: FESP is a non-partisan and independent organization whose vision and mission are  to see Ethiopia and the Greater Horn of Africa region transitioning to a peaceful, stable, united, democratic, prosperous and livable place for all the citizens of the region.

Section 2. Mission: The mission of FESP shall be to engage Ethiopian and Greater Horn of Africa scholars and professionals and others by creating an independent forum for developing and sharing carefully considered policies that lead to better Ethiopia and Greater Horn of Africa.

Section 3. Values: FESP adheres to a set of core values, beliefs, and principles that guide its works and interactions with its partners and stakeholders. These include cooperation, excellence, independence, impartiality, integrity, accountability, innovation and adoption of new ideas, relevance, quality, transparency,  respect, societal impact, better governance, sustainability, diversity, indigenous knowledge, and inclusiveness.

Article III. Purposes and Powers

Section 1. Internal Revenue Code Section 501(c)(3) Purposes:

FESP is a non-profit corporation and shall be operated and exclusively used for educational, scientific, social and  public good, as well as for transferring  intellectual capital purposes within the meaning of Section 501 (c) (3)1 of the U.S. Internal Revenue Code of 1986, and  the corresponding Acts that govern relationship between the United States and foreign countries.

Section 2. Specific Purposes: The specific purposes of FESP shall include: engaging in public intellectual work; conducting research and developing policy alternatives, organizing periodic conferences, workshops; lectures, communicating useful public information, monitoring the implementation of conference resolutions, collaborating with various actors as appropriate, and building the educational and scientific and governance capacity of Ethiopia and Greater Horn of Africa. Public statements and agreements on specific issues on behalf of FESP shall  be approved by the Board prior to the release of statements or signing and MOU.

It honors legacy  MOUs with the Ministry of Science and Higher Education of Ethiopia and the Ministry of Culture and Tourism of Ethiopia and reaffirms its commitments.

Section 3. Powers: FESP shall have the power, directly or indirectly, alone or in cooperation with others, to do any and all lawful acts which may be necessary or convenient to promote and advance the causes of peace, democracy, better governance and prosperity in Ethiopia and the Greater Horn of Africa for which FESP is organized. The powers of FESP may include, but not be limited to, the acceptance of contributions from public and private sectors, whether financial or in-kind contributions, in accordance with the law, and without compromising  its independence.

Article IV. Seal

Section 1. Seal: The seal of the Corporation shall be in such form as the Board of Directors may determine.

Section 2. Seal Not Required: Except as otherwise required by statute, the affixation of the Seal shall not be necessary to the valid execution, assignment, or endorsement by FESP of any instrument in writing.

Article V. Membership

Section 1. Non-membership: Other than founding, elected Board of Directors, and admitted members, FESP shall has no members within the meaning of the DC Nonprofit Corporation Law. FESP is not a member-based organization.

Article VI. Board of Directors

Section 1. Composition of Board of Directors. FESP shall have a Board of Directors that include the Founders (or their delegates), existing members and newly admitted members.

• The Founders of Vision Ethiopia who are in FESP (or their delegates) shall continue to be the permanent members of the Board.
• The Board may appoint other regional and country representatives as needed. These board members are appointed/admitted by reasons of their knowledge and expertise and have voting rights in the Board. The membership shall be subject to the laws of the United States as regards international board members of nonprofits.
• The Maximum number of Board members shall be 15. Vacant positions do not have to be filled until such time diversity is attained.

Section 2. Number of Directors. FESP shall have an Executive Committee of the Board of Directors consisting of at least 7 members. Within these limits, the Board may increase or decrease the number of Executive Directors serving on the Board, including for the purpose of staggering the terms of Executive Directors, to have approximately one-third of the Executive elected each election year.

Section 3. Powers: Except as otherwise provided by law, all FESP powers shall be exercised by or under the authority of the Board. The Board shall have the power to separate Board Chairmanship from the President, should it choose to do so. In this case the Board Chairman shall not interfere in the day to day affairs of the organization and may only chair the meetings of the Board.  The President is accountable to both the Board and the Board’s chairperson. The other Executive Directors are accountable to the President and the Board  shall provide leadership, guidance and  stewardship for FESP’s operations.

Section 4. Functions: The primary responsibilities of the Board shall be:

1. Providing overall policy and direction of FESP
2. Setting and amending FESP’s vision, mission and core values

• Approving FESP’s strategic and short term plans

1. Evaluating FESP’s performance against its agreed strategies and plans
2. Electing Executive Directors and admitting new board members
3. Holding those bodies and their members accountable

• Approving major public statements and themes of conferences

Section 5. Term of Board of Directors: The term of each Executive Director shall be for (3) years, but shall be eligible for re-election for up to one  more term for the same position. The Executive Director’s Term of office  begins January 1st and ends December 31st. He/she may serve another office. The term of office of the chairperson of the Board shall be two years.

Section 6. Board Elections: During the last quarter of each fiscal year of FESP, the Board of Directors shall elect Executive Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the Board of Directors, called in accordance with the provisions of these bylaws. The FESP was incorporated and legally formed on 11/12/2015 and hence the first term of all founding Executive  has ended on  December 31, 2020. When elections are not possible, a care taker (interim) administration may be installed for a period of not exceeding one year.

Section 7. Election procedures: New Executive Directors shall be elected by a majority of Directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year

Section 8. Qualifications of Board Members and Executive Directors: In order to be a candidate to FESP’s Board, the individual must be nominated by a current or former Board member; accept FESP’s Mission, Vision and Bylaws; be at least 21 years of age; have the requisite academic qualification; have FESP relevant leadership and/or professional experience; and an untarnished reputation. The academic and professional  qualities should have earned him/her reputation in the field his/her studies as well as in working for the public good, without financial compensation.  The nomination is presented at the full Board and gets approved. The minutes of the meeting must indicate the admission.

Section 9. Vacancies: The Board  may fill vacancies due to resignation, death, or removal of a Director or may appoint new Directors to fill a previously unfilled Board position for the balance of the term, subject to the maximum number of Board members and executive directors under these Bylaws.

Section 10. Voting by Proxy: Any absent Board member who is entitled to vote at any meeting of the Board may be represented and vote at such meeting by a proxy authorized in writing. Such written authorization must specify the matter with respect to which the proxy is granted, must be signed and dated by the Board member/executive director granting the proxy, and must be filed with the Secretary of the Board.

Section 11. Removal and Resignation: An Executive Director and/or Board Chairman may be removed if he/she fails to get the confidence of 2/3 of the Board members. A vote of no confidence may be initiated by 1/3 of the Board members. If an Executive Director or Board member is absent and unexcused from three or more meetings of the Board/Executive committee or an FESP meeting, he/she shall receive notice indicating warning of  removal for failing to perform duties. If no response is provided within one month, the Director/Board member shall be deemed to have voluntarily vacated his/her office/membership.

The Secretary General  is empowered to take attendance at meetings and record the excuse of Board members from attendance for a reason deemed adequate.

Any Executive Director or Board member may resign at any time by giving one month written notice to FESP. Any resignation shall take effect on the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective unless the Board Member/Executive Director has responsibilities that required transitional arrangement and smooth handover of assets and responsibilities.  If the Board member/Executive Director is in possession of tangible and intangible assets, acceptance of resignation has to be formal.

Section 12. Non-liability of Directors: The Executive Directors and Board Chairperson shall not be personally liable for the debts, liabilities, or other obligations of FESP if they are incurred during the course of running the affairs of the organization as  guided by the Board.

Section 13. Indemnification by Corporation of Directors and Officers: The Directors and Officers of FESP shall be indemnified by the Corporation to the fullest extent permissible under the laws of this State or City, if such indemnification is incurred in running the affairs of the organization and did not result from negligence and profusion. Any indemnification requires prior approval by the Board.

Section 14. Meetings: The Board shall meet every two months at least quarterly, at an agreed upon time and place. The Executive Directors may meet as many times as they need. Other meetings of the Board of Directors may be called by or at the request of the President or any three Board members. The person or persons authorized to call meetings of the Board  may fix the place for holding such a meeting. Any meeting, regular or special, may be held by Telephone Conference, Video Conference, or Online,  Participation by such means shall constitute presence in person at the meeting. The Board’s meeting shall be chaired by the Chairperson and not the President.

Section 15. Notice: Notice of any meeting of the Board of FESP shall be made by the Secretary General at least five days before the scheduled meeting. The communication could be made either via a written notice to each Board member or using email (group) address(es).

Section 16. Quorum: A simple majority of the Board members shall constitute a quorum for the transaction of business at any meeting of the Board and this may include remote participation. If this quorum is not met, the quorum for a second meeting called for the same purpose shall be 33% (thirty-three percent) of the Board.

Section 17. Voting: Unless otherwise specified in these Bylaws, all actions by the Board shall require a simple majority of the votes cast. In the event of a parity of votes, the vote of the presiding officer shall be the decision

Section 18. Compensation for Board Service: Board members shall receive no compensation for carrying out their duties as members and/or executive Directors.  The Board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities.

Article VII. Board Officers

Section 1. Power and Function: The day-to-day affairs of FESP shall be conducted by the members of the Executive Committee headed by the  President. For the efficient and effective running of the affairs of FESP, the Board shall delegate, until its next meeting, all of its powers to the Executive Committee, except for electing the office bearers, issuing public statements, entering into contracts, signing MOUs, organizing conference, and for making major decisions that require Board approval.

Section 2. Composition

The Executive Committee of FESP shall consist of the President, Vice-President, Secretary, Finance and Logistics Committee Chair, Media relations chair, academic and professional relations chair, and Strategic Partnerships Committee Chair. The Board may also appoint/co-opt additional officers as it deems necessary  for the proper conduct of the business of FESP.

Section 3. Responsibilities: The Executive shall have the following delegated responsibilities:

1. Be a point of reference of the day-to-day business of FESP
2. Ensure the implementation of the appropriate short, medium and long-term goals of FESP

• Secure the human, physical and financial resources required to achieve the proposed objectives

1. Report to each meeting of the Board on the work it has undertaken on the Board’s behalf
2. Develop the annual budget of FESP and recommending to the Board for approval
3. Make recommendations to the Board as to matters of changes, extensions or revisions in FESP’s policies

• Ensure that all consideration of matters and decisions are consistent with FESPs mission and vision.
• Execute such other tasks as may be delegated or referred to it by the Board

Section 4. Term of Office. Each Executive Committee member shall serve a three-year term and may not serve more than two consecutive terms. Unless elected to fill a vacancy in an Officer position, each Board Officer’s term of office shall begin January 1st and end December 31^st.

Section 5. Duties of Board Officers:

1. President: The President provides leadership to the Executive Committee and presides Executive Committee’s meetings; speaks to the media and the community on behalf of FESP on matters discussed by the Board. S/he represents FESP in the community with integrity and decorum of representing the organization and those who use/used the forum; develops agendas for meetings in cooperation with the Board Chairperson; and shall have general supervision of the business of FESP. In the spirit of collective leadership, the president is required to build team and consult the Vice President and the Secretary General in the running of the organization and provide periodic report to the Board. S/he provides leadership for a learned society.
2. Vice-President: The Vice President shall have all the powers of the President and perform all of the duties of the President in the absence of the President, and perform duties that are assigned by the Board, except he or she may not vote on behalf of the President at meetings of the Board.
3. Secretary: The Secretary shall act as record keeper to the Board and the Executive Committee and ,shall record all votes and minutes of all proceedings in a book to be kept for that purpose. The Secretary shall be the cause notice of all meetings of the Board and the executive shall perform such other duties as may be prescribed by the Board or by the President. The Secretary shall maintain FESP’s records, shall, as directed by the President, schedule and organize meetings of the Board in consultation with the Board Chairperson, keep minutes of such meetings, and perform other record keeping and correspondence as the Board or the President may direct. He/she shall keep all MOUs, records and oversee the functioning of the website, cloud storage accounts and other outlets. Website or cloud storage account managers are accountable to the Secretary General.
4. Finance and Logistics Committee Chair: The Finance and Logistics Committee Chair shall make a report at each board meeting; prepare the budget, develop fundraising plans, write funding proposal to donors and foundations and make financial information available to board members and file reports to IRS and similar institutions.
5. Strategic Partnerships Committee Chair: The Strategic Partnerships Committee Chair shall be responsible for leading FESP’s engagement with current and future partners; develop strategies and MOUs, using experience and professional connections to mobilize resources necessary to advance the mission of FESP. She/he drafts MOUs for consideration by the Board.
6. Academic and Professional Relations Committee Chair: The Academic and Professional Relations Committee shall be responsible for developing strategies and securing resources to enhance the capacity of higher education institutions and professional organizations in Ethiopia and Greater Horn of Africa.
7. Media Relations Committee: The Media Relations Committee, under the guidance of the Board shall be responsible for promoting the vision, mission and values of FESP. No committee member or committee issues a statement without the approval of the Board. The committee shall arrange for media appearances. Media relation manager and Board members must provide disclaimers when they wish to speak as individuals.

Article VIII. Board Committees

Section 1. Creation of Board Committees and Appointment of Members: All Board committees shall be created by the Board, and the Board shall appoint all committee members and fill any vacancies; provided, however, that the Executive Committee may create interim special committees and establish their membership between meetings of the Board, subject to Board ratification at the next regular or special meeting of the Board. Each committee must be composed of at least one voting Board member/Executive Director, co-opted member and may include non-director members with the power to vote.

Section 2. Standing Committees: Standing Committees are work units of FESP, and make full use of the time, expertise and commitment of their members to address issues and achieve  FESP’s goals. Standing committees may become permanent operating departments of FESP. FESP shall have the following Standing Committees:

Conference Committee: The Conference Committee shall be responsible for planning Conference Programs and conference activities; soliciting proposals and securing speakers; and preparing conference evaluation reports. This committee shall be chaired by the Vice President. Members of this committee should have the requisite knowledge and skills in selecting conference themes, reviewing papers, issuing call for papers, drawing up conference program and soliciting appropriate speakers. The committee will be guided by professionalism and show transparency.  The committee recommends to the Board which media partner(s) will be used for each conference.

Finance and Logistics Committee: The Board shall have a Finance and Logistics Committee responsible for advising the Board of Directors on all financial matters; developing and seeing current and future budgets; raising funds by writing proposals; ensuring that no funds are disbursed except upon proper authority; recommending amendments and changes to the fiduciary governance process; and preparing financial reports. The committee shall be chaired by the Executive Committee member responsible for the function.

Media Relations Committee: The Media Relations Committee, under the guidance of the Board, shall be responsible for promoting the vision, mission and values of FESP; ensuring a positive image of FESP; and prepare draft press releases as determined and assigned by the Executive Committee and the Board.  No board member or committee shall issue a statement without the approval of the Board. The committee shall arrange for media appearances.

Academic and Professional Relations Committee: The Academic and Professional Relations Committee shall be responsible for developing strategies and securing resources to enhance the capacity of higher education institutions and professional organizations in Ethiopia. The committee shall work for creating linkage between Ethiopian universities and reputable universities outside of Ethiopia and assist Ethiopian universities in their teaching, research and quality assurance activities. This committee shall be chaired by a Board member or a co-opted person with considerable reputation in the academic and research community.

Strategic Partnerships Committee: The Strategic Partnership Committee shall be responsible for advising FESP’s Board on how to build strategic and innovative partnerships; facilitating the creation of partnerships with governmental and non-governmental organizations whose values and resources complement the advancement of FESP’s mission; engaging with partners; and developing criteria and framework for partnerships. The Committee shall be chaired by the Board member assigned to the functional area.

IT and Documentation Committee: IT and Documentation Committee shall be responsible for creating and maintaining an evolving and user-friendly website that promotes FESP’s positive image, regularly updating and maintaining information archive, designing the underlying technology and advising the Board on IT related services. The committee will make the videos of conferences and other public materials of educational value to the public on time. The committee shall be chaired by the Secretary General.

Nominating Committee: The Board shall appoint a Nominating Committee to solicit candidates who meet the criteria for the vacancies in FESP’s Board and various committees.

Eligibility to be a member of the Executive Committee

To serve as an Executive Committee member, the individual must have served as Board member at least for one year and to become the President, she/he must have been in the Board for two years. To be a board chairperson, the individual must have been in the board for at least one year. No donor shall be elected to the Executive Committee on the grounds of his/her financial contribution.

Article X. Contracts, Checks, Deposits, Gifts and Grants

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of FESP, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of FESP, and such authority may be general or confined to specific activities and instances in line with the vision, mission and goals of FESP.

Section 2. Checks, Drafts and Other Financial Instruments: All checks, drafts or money orders for payment of money, notes and other evidence of indebtedness issued in the name of FESP, shall be signed and duly authorized by the Board President and Finance and Logistics Committee Chair or such officer or officers, agent or agents of FESP and in such a manner as shall from time to time be determined by resolution of the Board of Directors.

Bank account(s) will be opened by the President and Chair of Finance Committee.

Section 3. Deposits. All funds of FESP shall be deposited from time to time for the credit of the organization in such banks, trust companies or other repositories as the Board of Directors may select.

Section 4. Gifts and Grants. The Board of Directors may solicit and accept on behalf of FESP to fulfil its vision, mission and goals, any gift, contribution, bequest (donation or other) or other material for the general purposes or for any specific or special purpose so identified.

Article XI. Books and Records

FESP shall keep correct and complete books and records of accounts. All books and records of FESP may be inspected for any proper purpose at any reasonable time. The Finance & logistics Committee Chair is responsible for this function.

Article XII. Fiscal Year

FESP’s fiscal year shall begin on the first day of January and end on the last day of December in each year.

Article XIII. Amendment to Bylaws

These Bylaws may be amended or repealed and new Bylaws may be adopted only when approved by a two-third majority of the Board of Directors of FESP.  If two third majority is not practical, at the second meeting the requirement shall be simple majority.

Certification

These Bylaws were amended and ratified by email circulation over three months of (December 2020 to February 2021) by the founding members of the Board of Directors of FESP and five Board members of Vision Ethiopia on March 1, 2021 and hence the March 2, 2019 bylaw is hereby repealed.  The rebranded name and logo was registered in Washington D.C., and new registration and tax number have been  sought so that there is no confusion with the activities of the two individuals that attempted to convert the organization into  a rights advocacy group.

Adoption of the Bylaws

We, the undersigned, are all past and present members of the Board Vision Ethiopia, the predecessor of FESP.  We consent to, and hereby do, adopt the foregoing bylaws, as amended consisting of 11 pages, as the bylaws of FESP. The names are listed below. New Board members shall be added following due process.

No	Name	State, city	Email	Remarks
	Founding members
1	Dr. Ashenafi Gossaye	Washington, Seattle	ashenafigossaye@gmail.com
2	Mr. Gizaw Legesse	Maryland, Silver Spring	legesse.gizaw@gmail.com	Past member
3	Professor Minga Negash	Colorado, Denver	Minga.negash1@gmail.com
4	Professor Emeritus Seid Hassan	Kentucky, Murray	Chernet.belay@gmail.com
5	Dr. Yohannes Zeleke, Smithsonian Institute,	Washington D.C	yzeleke@gmail.com
	Co-opted (international) members
1	Dr. Tadele Fentaw (MC&T & DBU)	Ethiopia	fentawtadele21@gmail.com	Inactive as of 2021
2	Dr. Zelalem Tefera	Addis AbabaEthiopia	zelalemgeta2012@gmail.com
3	Dr. Abate Getahun	Addis Ababa Ethiopia	abate6565@gmail.com
4	Dr. Alemseged Beldados	Addis AbabaEthiopia	alemseged.beldados@aau.edu.et
5	Dr. Ahmed Hassan	Addis Ababa Ethiopia	ahmed.hassen@aau.edu.et
6	Dr. Mesfin Mirotchie	OntarioCanada	mmirotchie@gmail.com	Past member