CPA Bylaws

In the name of God, Most Gracious, Most Merciful

 

I: Vision:

• An independent, democratic Afghanistan that is free of injustice and discrimination and peaceful home for all its peoples

 

II. Ideals:

• Independence and territorial integrity of Afghanistan
• National unity and participatory democracy in Afghanistan
• Peace and justice for all Afghans
• Respect for life, including Afghans’ lives
• Preservation, without distinction, of the rights of all the peoples of Afghanistan
• Elimination of corruption and establishment of rule of law in Afghanistan

III: Objectives:

While pursuing the vision and ideals listed above, CPA’s work focusses on achieving the following objectives:

1. Establishment of durable peace, formation of an inclusive political order/system, free and fair elections, and restoration of rule of law throughout Afghanistan.
2. Encouraging the people of Afghanistan and their political groupings and leaders to avoid instigating violence, and resolve their differences through negotiation, compromise, cooperation, understanding, tolerance, and forgiveness.
3. Advancing civic, peace-oriented education in Afghanistan and making social and natural sciences equally accessible to all citizens of Afghanistan.
4. Defending the human rights of the Afghans, particularly the rights of women and children.
5. Attracting foreign developmental and humanitarian assistance for the purpose of advancing the socio-economic development of Afghanistan.
6. Working towards preservation of Afghanistan’s cultural heritage and environmental health

Note: In advancing the above ideals and objectives, CPA strictly adheres to the principle of “peace by peaceful means.”  

IV.  Legal form:

The Committee for Peace in Afghanistan (CPA) is an independent, non-partisan organization registered under the U.S. law as a Social Welfare Organization. Monetary and non-monetary contributions of individuals and organizations interested in Committee’s work are exempt from U.S. federal tax.

V.  Membership:

1. All Afghan and non-Afghan individuals and organizations residing inside and outside of Afghanistan, who agree with the mission and bylaws of CPA, are eligible to become CPA’s member by applying for such membership and paying the annual/monthly dues set in these bylaws.
2. CPA actively seeks members and invites all Afghans residing in and outside of Afghanistan to join the Committee to fulfill their moral-national duty towards the people of the homeland. Those non-Afghans who consider themselves to be friends of Afghanistan are strongly encouraged to join CPA. CPA encourages its members to actively, individually, and collectively, contribute to the noble task of achieving durable peace and sustainable prosperity in Afghanistan.
3. As an independent, non-partisan, inclusive, and peoples-centered institution, CPA welcomes the membership of Afghans from all sections and walks of life without any discrimination or distinction. Anyone at or above the age of 18 can join CPA.
4. Those interested in the work of CPA and desire to join its activities, shall become a member by sending (e-mailing) their membership application along with their first-year membership dues to CPA’s official address. CPA’s Board of Directors shall decide on the application in light CPA’s statutes and, in due time, inform the applicant of the approval/non-approval of his/her application. In case of non-approval, the membership dues already paid are to be returned to the applicant.
5. Upon becoming a member, newly accepted members join the CPA’s High Council (General Assembly). New members shall run for the office of Board of Directors after two years of continuous membership and payment of membership dues.
6. Joining or exiting CPA as a member is optional and only subject to the conditions set forth in this Statute.
7. Continuity of membership in CPA is conditional on the payment of the annual membership dues and member’s adherence to the basic/ ethical principles of the Committee highlighted in its Mission Statement. Observation of peaceful conduct is essential for continued membership.
8. By becoming a member of CPA, one promises to adhere to the principles, ethical rules, and values enshrined in these Bylaws and the Mission Statement of CPA. Violation of this promise is sufficient cause for termination of membership.
9. Members of CPA are not permitted to impose their personal/group views, ideologies, and political ideas on other members of the Committee. CPA is founded on the principle of “Unity in Diversity.” CPA cherishes the diversity of its members’ backgrounds and views, but adamantly rejects views that weaken solidarity among CPA members or adversely affect the unity of the diverse peoples of Afghanistan. CPA members shall not engage in promoting and promulgating their personal interests or views from the address of CPA. When representing CPA, members are strictly bound to the interests of the people of Afghanistan and views of the CPA thereof. Using CPA’s name, resources, facilities, and events to promote one’s own status, interests, ideas, and personal agendas is strictly prohibited and will lead to membership suspension.

VI.  Administrative Structure of CPA:

The Committee for Peace in Afghanistan (CPA) is a freedom-loving, people’s-centered, inclusive peace-making body that is established to serve the causes of: 1) reducing social tensions via achieving lasting peace, 2) assisting the establishment of a just and inclusive government, and 3) promoting socio-economic development in Afghanistan. All actions, decisions, and activities of CPA are based on the principles and guidelines set forth in these Bylaws and the Mission Statement of the Committee.

To facilitate the implementation of its work, guarantee the transparency of its operations, and accurately reflect the collective will of its members, CPA has been founded on the following organizational/administrative structure:

A: The Founder of the Committee

B: The High Council (General Assembly)

A: The Board of Directors

D: Chief Financial Officer (CFO)

E: Chief Executive Officer (CEO)

F: Working Groups (Subcommittees)

G: Honorary members

A: Founder of CPA:

The idea of establishing a center for promoting peace in Afghanistan was initially developed by Mr. Ayamuddin Ayam, who had extensive experience in conflict resolution while still living in Afghanistan. As initiator of the idea, Mr. Ayam, registered the Committee for Peace in Afghanistan under the US law and took the first steps towards building its organizational structure. Within a short period of time, Mr. Ayam was able to gather a group of competent, like-minded individuals (men and women) in the Committee, who come from different walks of life and contribute to the expansion of its activities. Mr. Ayam is a permanent member of the Board of Directors and has the duty to oversee its operational integrity and compliance to the objectives and principles set forth in the Bylaws and the Mission Statement of the Committee. In the event of death, disability, or resignation of the Founder, the High Council of the Committee (General Assembly) will select one of his close associates/colleagues to supervise the continued work of the Committee (with similar authorities as those of the Founder). The legal responsibility for the decisions and actions taken by the Committee rests with the Board of Directors. The Founder of the Committee has the authority to dissolve the Committee or merge it with another similar social/welfare organization in case of inactivity or deviation from the principles set forth in these bylaws and the Mission Statement of the Committee. Such a step shall be taken in consultation and approval of the majority of the High Council of the Committee.

 

B: High Council (Members’ Assembly):

1. The High Council of the Committee for Peace in Afghanistan shall act as the highest decision-making authority of the Committee.
2. The High Council is composed of all CPA members (real and legal persons) who have accepted the membership of the Committee, adhere to the intellectual principles and practical guidelines of the Committee, and work and cooperate in advancing the ideals and objectives of the Committee. Council members are expected to actively participate and contribute to the activities of the Committee.
3. The High Council meets once a year (at the end of the fiscal year = March 20 of Georgian Calendar) in person or via electronic means (the Internet) and discusses the decisions, activities, work progress, revenues and expenditures of the committee. At the initial phase of CPA’s existence, the High Council may convene on a monthly basis to discus and carry out the start-up affairs of the Committee.
4. The meetings of the High Council shall be chaired by the Chairman of the Committee, unless he/she delegates this task to another member of the Board of Directors.
5. The work strategy and long-term plans of the Peace Committee shall be studied, analyzed and assessed by the High Council and shall be approved by a majority (50%+1) of the Council’s votes.
6. New members who become members of the Peace Committee during the year shall be welcomed by the Board of Directors at the meeting of the High Council and shall be introduced to other members.
7. CPA’s annual membership-fee shall be determined/adjusted by the decision of the High Council. The adjustment proposal in this regard is made by the Board of Directors.
8. Extraordinary meetings of the High Council shall be convened by the Board of Directors upon necessity or at the written request of the Council’s majority (50%+1). The extraordinary meeting of the Hight Council must take place in less than a month from the date of the request. The required quorum of the High Council for decision-making is 60% of the total membership of the High Council.
9. A 60% majority of the High Council present at the meeting may amend these bylaws, change the Rules of Procedure of the Peace Committee, change the name of the Committee, or announce the dissolution of the Committee with the consent of the Founder (General Inspector) of the Committee.

 

C: Board of Directors (Executive Board):

1. CPA’s Board of Directors is the policymaking/executive body of the Committee. CPA’s Board of Directors directs and oversees the ways and means required to advance the Committee’s ideals and objectives.
2. At the early, formation stage of the Committee, members of the Board of Directors shall be appointed by the Founder of the Committee. The Founder of the Committee has the authority to determine/adjust the number of board’s members according to the needs of the Committee.
3. A year from the approval date of these bylaws (May 29, 2022), the elected members of the new Board of Directors shall be elected by the High Council.
4. CPA’s Board of Directors consists of the Founder of the Committee (permanent member), the chairman, the individual in charge of finance (CFO), and the elected members of the Board of Directors.
5. All actions and decisions of the Board of Directors are subject to the principles set forth in these bylaws and shall be voted on by a simple majority of the Board.
6. The Board is accountable to the High Council of the Committee for Peace. The Board is responsible for planning the Committee’s actions and activities, sound leadership of the Committee, implementation of Committee’s programs, and admitting new members into the Committee.
7. The elected members of the Board of Directors are elected every two years by the High Council through secret ballots (in person or through the Internet) for a term of two years.
8. Up to ten days from the date of its election, the Board of Directors elects and announces the chairman and the person in charge of the finances of the committee. If the members of the Board of Directors fail reach consensus on the election of the chairman and the person in charge of financial affairs during this period, the High Council shall convene again and elect a new Board of Directors.
9. The Chairman of the Board is responsible for representing the Peace Committee to external bodies and authorities. The Chairman of the Board may, if necessary, delegate the task of external representation to another member or other members of the Board.
10. The Board of Directors shall have the authority to terminate a member’s membership in the Committee in cases where a member violates the principles set forth in these bylaws or in its Mission Statement.
11. The Board of Directors normally meets once a month, reviews and approves the CEO’s performance, and communicates the next month’s work instructions to the CEO. The meetings of the Board of Directors are chaired by the chairman of the Board. The Chairman of the Board may temporarily delegate the chairmanship of the meetings to another member of the Board in case of health excuses, travel, or other personal excuses. The Chairman of the Board of Directors may, if necessary, convene an extraordinary meeting of the Board of Directors or the High Council.
12. Members of the Board of Directors perform their duties on an honorary basis and are not entitled to any salary or privilege. They shall not demand any remuneration for the work they perform in the business of CPA. The information provided at the meetings of the Board of Directors is the intellectual property of the Committee. No member of the Board of Directors shall use such information for personal monetary or non-monetary purposes. The chairman or members of the Board of Directors, their close friends, and their family members, are under no circumstances allowed to take personal advantage of the name, resources, activities, or contracts of the Committee.
13. If a member of the Board of Directors does not attend three consecutive meetings of the Board without a valid excuse, the Chairman of the Board is obligated to suspend his/her membership in the Board and inform other members of the Board of his/her decision. The Board of Directors shall terminate the membership of the absentee in the Board with a 50+1 vote.
14. Minimum expenses of business trips of the Board members, if necessary and possible, shall be paid by the Committee.

D: Chief Financial Officer (CFO):

1. The Chief Financial Officer of the Committee is a member of its Board of Directors and is elected by internal elections of the Board of Directors for a term of two years.
2. The bank account(s) and finances of the Committee is (are) managed and overseen by CFO.
3. The CFO has the following responsibilities:

                   3.1 Monitoring and systematic recording of revenues, expenses, and assets of the Committee. All expenses                           and revenues of the Committee must be recorded and reported in a computerized system, consistent with                         the law, and accompanied by legally acceptable bills and receipts.

                   3.2 Presenting the financial report of the Committee (revenues and expenses) to the monthly meetings of the                     Board of Directors.

                   3.3 Preparation of the annual financial report/balance of the Committee by an out-side, independent                                     accounting firm

                   3.4 Accurate tax reporting to US federal and state tax authorities

                   3.5 Presenting and explaining the annual financial report of the Committee to the High Council

                   3.6 Receiving the approval and confirmation of the High Council on the annual financial report of the                                     Committee.

     4. Revenues and Expenses of CPA are Subject to the following Principles:

                   4.1 Revenues of CPA consist of membership dues and donations made by those interested in its work.

                   4.2 Revenues of CPA are exclusively used for peaceful purposes and the advancement of CPA’s stated ideals and objectives. Individual members or a group thereof may not claim possession or use CPA’s revenues and assets for their own benefit.

                   4.3 Checks for expenses of up to US $ 1,000 may be signed by the CFO.

                   4.4 Checks for expenditures of up to US $ 5,000 are signed by the Chairman of the Board, who will notify the                       Board of Directors about such expenditures during the regular monthly meetings of the Board.

                   4.5 Expenditures above US $ 5,000 require the approval of the simple majority of the Board of Directors.

                   4.6 The CFO, in consultation with the rest of the Board of Directors, is responsible for the filing of CPA’s taxes.

                   4.7 CFO along with other members of the Board of Directors are collectively responsible for guarding the                            safety and integrity of CPA’s revenues, expenditures, and assets.

                  4.8 Any expenditures effected without Board’s approval must has to be returned to The CFO The financial                            manager of the committee is obliged to repay the funds that have been spent without the advice of the                                chairman or the approval of the board of directors.

E) Chief Executive Officer (CEO):

1. CPA’s Chief Executive Officer shall be a professional individual who possesses the skills required for running the affairs of a Social Welfare Organization. He/she conducts the administrative work of the Committee, takes care of CPA’s correspondence with members and external entities, and builds and maintains CPA’s contacts with its own members, its supporters/donors, and its branch offices. The CEO leads the public relations’ activities of the Committee, organizes fund-raising events, builds contacts with public and private sectors, launches media/informational events, and issues press statements. The CEO performs these tasks under the direct supervision of Board of Directors and its chairman.
2. If an individual with above-mentioned skills, is not available within CPA, the Board of Directors may appoint a professional from outside of the Committee for a reasonable compensation. The salary and benefits of the CEO shall be determined by the Chairman in consultation with members of the Board of Directors.
3. If CPA does not have access to funds necessary for hiring a paid CEO, the Board shall appoint one of its members to the job until such funds become available. Job-related expenses of the honorary CEO will be paid by the Committee.

F: Working Groups/Sub-Committees:

1. CPA’s Working Groups are designed to perform specialized tasks necessary to advance the Committee’s ideals and achieve its objectives. These groups consist of CPA members, honorary members, and temporary, subject-related professionals from outside of the Committee.
2. Working Groups shall carry out their assignments in consultation and cooperation with the Board of Directors. Working Groups are formed by the Board of Directors on an ad-hock, voluntary basis. All members of CPA are required to participate in the work of one or more Working Groups based on their interest and liking.
3. Each Working Group shall be chaired by a Director, who will be aided by a Vice-Director. CPA’s activities shall be divided among the following Working Groups:         

     4. The Sub-committees shall submit their work plans, actions, programs, reports, proposals, and professional                            consultations to the Board of Directors for implementation in writing.
      5. The Board of Directors, upon studying the Sub-committees’ proposals and plans directs the CEO for their                            implementation.
      6. Activities of the Working Groups are subject to the Rules and Procedures of the Working Groups (a separate CPA              document).   

G: Honorary Members:

1. CPA encourages those interested in Afghanistan and its people to join the organization and contribute to its success.
2. CPA grants honorary membership to those Afghans and non-Afghans who are unable to pay the membership fee of the Committee but are interested in the Committee’s goals and activities and help towards their realization.
3. Honorary members of the Committee are exempt from membership fees and routine participation in the activities of the Committee.
4. CPA grants honorary membership to those who are consistently engaged in defending human rights and the rights of Afghan women and children, as well as to those who promote durable peace and the establishment of a just and inclusive government in Afghanistan. To honor the services of such personalities, CPA organizes celebratory events and/or honors them with CPA’s Peace Prize. To this end, the Committee nominates and selects three Afghan/non-Afghan peace/justice activists.

VII: Branch Offices of the Committee:

CPA branch offices are active in Afghanistan and in some countries in Europe (currently, France, Germany, and the United Kingdom). Our Branch offices are subject the rules and principles set forth in these bylaws and CAP’s Mission Statement. The establishment of branch offices is subject to the interest of CPA members residing outside the U.S and the acquiescing decision of CPA’s Board of Directors. CPA’s branch offices are required to submit to the Board of Directors the annual report of their activities, as well as information about their annual revenues and expenditures. The revenues and expenditures of CPA branch offices shall be discussed and approved by the High Council of the Committee during annual meeting.  Branch offices in possession of sufficient funds shall assist the Committee financially.  The legal responsibilities of CPA branch offices lie with their local leadership. The affairs and activities of branch offices are supervised and inspected by their local members to maintain their integrity. All members of CPA, no matter where they live, are members of its High Council. All members of CPA shall participate in the annual and extraordinary meetings of the High Council. Following two years of paid membership, branch-office members become eligible for elected Board membership. Physical distance from CPA headquarters, shall not serve as a reason for not being eligible to participate in CPA Board nominations or elections, provided the nominee is in possession of IT skills required for long-distance communication.

VIII: The Effective Date of this Bylaw, Amendment of its Articles, and Termination of CPA’s Work:  

1. This bylaw goes into effect on the date of its approval by CPA’s Board of Directors (June 12, 2022). The High Council of the Committee shall be notified of the bylaw’s approval by the Board of Directors.
2. Amendments of the bylaw shall be made in accordance with the needs of the time and the changing circumstance in Afghanistan and the world, subject to a majority (60%) vote of the High Council. The proposal for amendment shall be made by the Board of Directors of the Committee or its High council. Proposals for amendment should be supported and adopted by a majority (60%) vote of the High Council members. Amendment proposals shall be presented to the annual meeting of the High Council.
3. If a majority (60%) of the members of the High Council requests and approves the dissolution of the Committee, the assets and remaining funds of the Committee shall be transferred to the Afghan Red Crescent, or another similar organization, and the Committee shall end its activity in accordance with US law.