The following Bylaw shall be subject to and governed by the Non-Profit Corporation Act of the Commonwealth of Virginia and the Articles of Incorporation of Lapis Social and Cultural Organization. In the event of a direct conflict between the contained provisions of this Bylaw and the mandatory requirements of the Non-Profit Corporation Act of the Commonwealth of Virginia, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of this Bylaw and the Articles of Incorporation of Organization, it shall then be these Bylaws that shall be controlling.

Section 1. Principal Office. The principal office of the Lapis Social and Cultural Association Inc. shall be in the Commonwealth of Virginia. The specific location of the principal office shall be determined by the Board of Directors and may be changed as deemed necessary. 

The principal office shall serve as the primary location for conducting the business and affairs of the Lapis Social and Cultural Association Inc. This may include, but is not limited to, holding meetings, maintaining records, and conducting other activities necessary for the operation and management of the association. 

Section 2. Registered Agent. The Lapis Social and Cultural Association Inc. shall have and continuously maintain a registered agent in the Commonwealth of Virginia. The registered agent shall be appointed and removed by the Board of Directors. The registered agent shall be an individual resident of Virginia, or a corporation authorized to transact business in Virginia. 

The registered agent shall be responsible for receiving legal notices and service of process on behalf of the Lapis Social and Cultural Association Inc. The name and address of the registered agent shall be filed with the State Corporation Commission and may be changedas deemed necessary.  

Section 1. Purpose. The Lapis Social and Cultural Association Inc., a 501(c)(3) nonprofit organization, is organized exclusively for social, charitable, cultural, educational, and scientific purposes with primary goal of uniting and empowering the Badakhshani community living in the DMV area by celebrating and preserving their rich cultural heritage, fostering social connections, and providing resources and support for their overall well-being, resettlement, and integration into the broader Afghan-American society. 

Section 2. Objectives. The key objectives of the Lapis Social and Cultural Association Inc. include, but are not limited to: 

1. Cultural Preservation: Safeguard and promote the unique traditions, customs, and cultural heritage of the Badakhshani people. 
2. Inclusivity and Welcoming Environment: Create a welcoming and inclusive environment for all members and participants, regardless of their background, culture, or beliefs. 
3. Social Gatherings : Organize and facilitate a range of social and cultural events, such as Eids, Nawroz, and other gatherings to celebrate and showcase the unique aspects of Badakhshani and Afghan culture, fostering pride and unity among community members. 
4. Collaboration and Partnerships: Collaborate with other relevant organizations, institutions, and community groups to expand the reach and impact of the association's programs and initiatives, as well as to address the needs and challenges faced by the Badakhshani community in the DMV area. 
5. Education and Awareness: Provide educational resources and opportunities for members, particularly the younger generation, to learn about Afghan and Badakhshani cultures, traditions, and social values and norms. 
6. Community Development: Give back to the people in Badakhshan by designing, planning, and funding socio-economic and educational projects to improve their lives. 
7. Financial Assistance: Provide financial assistance to Badakhshani families and communities in need, both in the DMV area and Badakhshanis living in Afghanistan. 
8. Fundraising Activities: Engage in fundraising activities to support the association's programs, events, and mission. 
9. Communication: Maintain effective communication channels within the association and with the broader community to ensure transparency and inclusivity. 

Section 3. No Lobbying. No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association 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. Notwithstanding any other provision of these articles, this association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the association. 

Section 4. Dissolution. Upon the dissolution of the association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, 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 shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the association is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are operated exclusively for such purposes.

Section 1: Eligibility. Membership is open to all individuals who support the mission and objectives of the Lapis Social and Cultural Association Inc., regardless of their background, culture, or beliefs. 

Section 2: Membership Policy. Membership of the association shall be governed by the Membership Policy adopted by the Board of Directors. 

Section 3: Good Standing. Members of the association shall be in good standing. A member is in good standing if they meet the following criteria: 

1. They have paid their membership dues in full and on time. 
2. They adhere to the association's bylaws, policies, and guidelines. 
3. They actively support the association's mission, values, and objectives. 
4. They have not engaged in any conduct that is deemed detrimental to the objectives of the association. 

Section 4: Suspension / Termination of Membership. The Board of Directors may, by a majority vote, suspend or terminate the membership of any member found to be in violation of the association's bylaws, policies, or guidelines, or for engaging in conduct that is considered detrimental to the objectives of the association. Prior to any decision about the membership status of the subject person, the subject person will be given an opportunity to present their case before the Board to ensure fair and informed decisions are made 

Section 5: Re-instatement of Membership. A former member whose membership has been terminated may apply for reinstatement by submitting a written request to the Board of Directors. The Board will review the request and may reinstate the membership upon a majority vote, provided that the former member has rectified any issues that led to their termination and meets the criteria for good standing. 

Section 6: Membership Rights and Responsibilities. All members in good standing have the right to participate in the association's activities, including but not limited to running and voting in the Association’s elections, participating in Board committees and volunteer groups as outlined in the bylaws and any relevant policies or guidelines. All members of the organization shall adhere and comply with the organization's policies and contribute toward the realization and advancement of the organization's goals and objectives.

Section 1. General powers. The Association shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges, and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of the Commonwealth of Virginia". The Board shall establish policies and directives governing business and programs of the Organization and shall delegate to the Executive Director and Organization staff, subject to the provisions of these Bylaws, authority, and responsibility to implement those policies. 
 
‌Board of Directors will review and approve quarterly reports submitted by the Executive Director of the Association. 

Section 2. Initial directors. The initial board of directors shall be comprised of the following initial directors, who have received the highest votes of confidence by the general assembly: 

1. Ahmad Shukran Afzali 
2. Arzu Esmati 
3. Atiqullah Shaanli 
4. Daryoush Amiri 
5. Ahmad Faisal Naziry 
6. Hadeia Amiry 
7. Mesbah Aini 
8. Nafisa Qani 
9. Zabiullah Jaweed 

Section 3. Chairperson and Vice Chairperson. Following the election of the Board members by the general assembly, the Board, in its first meeting, shall conduct an internal election to select a Chairperson and Vice Chairperson. The elected officers will hold these positions for the duration of their term as board members. 

The Board chairperson presides at board meetings, facilitates board discussions, supervises all the business affairs of the board and acts as the primary contact for the board. 

The Chairperson may be either a male or female board member. If the Chairperson is a male, the Vice Chairperson must be a female and vice versa. This requirement is in place to ensure equality, inclusion and diversity, within the leadership of the Lapis Social and Cultural Association Inc. 

Section 4. Board Member Number. The number of directors constituting the board of directors shall be not less than five nor more than nine. Within such limits, the number may be fixed or changed from time to time by the vote of a majority of the members in the general assembly. 

Section 5. Election and Tenure of Office. The Board of Directors shall be elected for two years by the Association’s General Assembly vote. Election procedures, processes, and guidelines will be detailed in a separate policy. 

Section 6. Regular meetings. The first meeting of the board of directors shall be held within a week after the general assembly. The board will have a minimum number of 4 meetings in a year. The board of directors may, by resolution, determine additional regular meetings without notice. 

Section 7. Special meetings. Special meetings of the directors for any purpose or purposes permitted by law may be called by the president of the association, chairperson of the board, or two members of the board of directors by providing three days’ written notice. The person or persons who call such meeting may fix any time or place for the holding of such meeting. 

Section 8. Notice. Notices of meetings, regular or special, must be given in writing or through official association emails to directors by the secretary. 

This notice will state the place, date, and hour of the meeting and the general nature of the business to be transacted. The notice of an annual meeting and any special meetings at which directors are to be elected will include the names of the nominees that, at the time of the notice, the board of directors intends to present for election. 

Section 9. Waiver of Notice. Any director may waive notice of any meeting before or after the meeting. Such a waiver must be signed in writing by the director and delivered to the secretary of the association for inclusion in the minutes of the meeting. 

Section 10. Quorum and voting. Except as otherwise required by applicable law, a majority of the directors shall constitute a quorum at a meeting of the directors. Each director shall be entitled to one vote upon each matter voted on at a meeting of the directors. Except as otherwise required by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. 

Section 11. Informal action by directors. Any action required or permitted by law to be taken by the directors at a meeting may be taken without a meeting if one or more consents in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote at a meeting. 

Section 12. Resignation, vacancies. Any director may resign, effective on giving written notice to the chairperson of the board of directors, the executive director, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of the resignation. The individual shall notify the Board of Directors within a reasonable time, but not less than three business days from the date of the resignation as a Board member" 

If the resignation is effective at a later time, a successor may be elected to take office when the resignation becomes effective. 

Any vacancies that occur on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining nominated directors with priority for the highest voted director in the general assembly elections. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified. 

Section 13. Removal of Directors. A director can be removed under following circumstances: 

1. Inability or unwillingness to fulfill their duties and responsibilities as a board member. 
2. Violation of the association’s bylaws, policies, or code of conduct. 
3. Engaging in illegal, unethical, or immoral activities that could damage the association’s reputation or jeopardize its mission. 
4. A conflict of interest that compromises the director's ability to act in the best interest of the association. 
5. Persistent absenteeism from board meetings or other important association functions without a justifiable excuse and notice. Absenteeism of 3 consecutive meetings or 4 meetings in a year is considered persistent absenteeism. 
6. Loss of membership in the association by not paying membership dues. 

Section 1. Number. The officers of the association shall be the Executive Director or President, a secretary, and a treasurer (or officers with different titles that perform similar duties of these officers), which are appointed by the board of directors, with the optional appointment of one or more vice-presidents or deputy directors at the discretion of the board. The board of directors may appoint additional officers as it may see fit from time to time. 

Section 2. Executive Director or President. The Executive Director or the president has general management of the day-to-day business and affairs of the association, subject to the counsel and oversight of the board of directors. The Executive Director presides at all meetings of the directors and is an ex official member of all the standing committees, including any executive committee of the board, and has the general powers and duties of management usually vested in the office of president or chief executive officer of an association and other powers and duties as may from time to time be prescribed by the board of directors or these bylaws. 

Section 3. Treasurer. The treasurer will keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the association. 

The treasurer will deposit monies and other valuables in the name and to the credit of the association with the depositories designated by the board of directors. He or she will disburse the funds of the association in payment of the just demands against the association; will render to the executive director and board directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the association; and have such other powers and perform such other duties as may from time to time be prescribed by the board of directors. 

Section 4. Secretary. The secretary will keep, or cause to be kept, at the principal office of the association, a book of minutes of all meetings of directors and members. The minutes will state the time and place of holding of all meetings; whether regular or special, if special, how called or authorized; the notice given, or the waivers of notice received; the names of those present at directors' meetings; the number of members present or represented at general members’ meeting; and an account of the proceedings. 

The secretary will keep, or cause to be kept, at the principal office of the association, the original or a copy of the bylaws of the association, as amended or otherwise altered to date, Board of Directors Resolutions, certified by him or her. 

The secretary will give, or cause to be given, notice of all meetings of members and directors required to be given by law or by the provisions of these bylaws. He or she will prepare, or cause to be prepared, an alphabetical listing of members for inspection prior to and at meetings of members as required these bylaws. 

The secretary has charge of the seal of the association (if applicable) and has such other powers and may perform such other duties as may from time to time be prescribed by the board or these bylaws. 

Section 5: Terms. Officers of the association, including the Executive Director, Treasurer, and Secretary, will serve a term of 2 years. The Executive Director shall be elected by general assembly’s vote. Officers may be reappointed for consecutive terms, as determined by the Board of Directors. 

Section 6: Resignation and Removal of Officers. An officer may resign by giving written or email notice to the Executive Director with one month notice. The Executive Director may resign by giving notice to the Chairman, and or Board of Directors. 

The Board of Directors, through a majority vote, may remove a non-elected officer for cause, including but not limited to: 

1. Breach of fiduciary duty or conflict of interest 
2. Misappropriation or misuse of association funds 
3. Gross negligence or incompetence in the performance of duties 
4. A pattern of consistent failure to perform assigned duties or meet attendance requirements 
5. Any behavior or action that brings the association into disrepute or jeopardizes its legal status 
6. Conviction of a crime that may impact the reputation or operation of the association 
7. Violation of the association's policies, bylaws, or applicable laws and regulations.

Section 1: Establishment and Composition of Committees. The association shall operate through various committees to effectively carry out its objectives and programs. These committees include the Executive Committee, Finance Committee, Membership & Fundraising Committee, Program Committee, Marketing and Communications Committee, and Strategic Planning & Advisory Committee. The board and officers may establish additional committees as needed during board meetings. The board may assign the members to serve in any of the committees. 

Section 2: Executive Committee. The Executive Committee consists of the board of directors and officers (Executive Director, Secretary, and Treasurer). 

Section 3: Finance Committee. The Finance Committee oversees the association's financial management, including budgeting, financial reporting, and audits. 

Section 4: Membership & Fundraising Committee. The Membership & Fundraising Committee overseas recruiting, retaining, and engaging members. The Committee will develop membership and organize membership drives and events. This committee focuses on raising funds to support the association's mission and activities. The Fundraising Committee develops and implements fundraising strategies, organizes fundraising events, and identifies, and in consultation with the executive committee, pursues grant opportunities. 

Section 5: Program Committee. This committee oversees the planning, implementation, and evaluation of the association's programs and events. This may include setting program goals, developing event calendars, and coordinating logistics. 

Section 6: Marketing and Communications Committee. The Marketing and Communications Committee is responsible for managing the association's marketing and communication efforts, including website management, communication groups, social media, newsletters, and public relations. 

Section 7: Strategic Planning & Advisory Committee. The Strategic Planning & Advisory Committee is responsible for the advisory on the development and upkeep of the association's strategic plan, advising on setting long-term goals, and monitoring progress towards those goals. 

Section 8: Committee Chairs. Each committee may be chaired by a board member, or an outside member of the association recommended by the Executive Director or any board members and elected through a majority vote by the board. 

Section 9: Numbers. The Board of Directors may reduce or increase the number of Committees as required.

Section 1: Eligibility. All active members of the Lapis Social and Cultural Association Inc., in good standing and as defined in the association's bylaws, are eligible to participate in the election process, both as voters and candidates. 

Sections 2. Elections Committee Establishment. An independent Elections Committee shall be created before the elections to oversee the nomination process and conduct the elections for the Board of Directors and the Executive Director position. The Elections Committee shall consist of 7 members who are not currently serving on the Board of Directors or as officers. The members of the Elections Committee shall be appointed by the Board of Directors or elected by the general membership, as determined by the Association's policies. The Elections Committee shall be responsible for soliciting nominations, verifying the eligibility of nominees, finalizing the list of candidates, and conducting the elections during the General Assembly. 

Section 3: Nominations. A call for nominations will be sent to all eligible members, inviting them to nominate candidates for the Board of Directors at least 120 days (about 4 months) before general assembly. Self-nominations are permitted. The deadline for submitting nominations will be 90 days (about 3 months) prior to general assembly. 

Section 4: Candidate List. The association will compile a list of eligible candidates, verify their willingness to serve, and distribute the list to all members 60 days (about 2 months) prior to the general assembly. 

Section 5: Voting Procedure. During the general assembly, each member of the association may cast their vote for one candidate only. Voting will be conducted using a secret ballot to ensure anonymity and impartiality. 

Section 6: Vote Counting. A designated election committee, consisting of impartial members not running for a board position, will be responsible for counting the votes. The election committee will ensure accuracy and transparency in the vote counting process. 

Section 7: Election Results. The top 9 candidates receiving the highest number of votes will be elected as board members. In case of a tie for the ninth position, a runoff election will be held among the tied candidates. 

Section 8: Announcement of Results. The election committee will announce the election results during the general assembly, and the results will also be communicated to all members through appropriate channels, such as email or the association's website. 

Section 9: Transition. The newly elected board members will assume their positions immediately following the announcement of the election results. The outgoing board members will facilitate a smooth transition and provide any necessary support. 

Section 10: Dispute Resolution. Any disputes or concerns regarding the election process should be brought to the attention of the election complaint committee. The committee will be establishd before the elections. The committee will review the matter and, if necessary, consult with the general assembly to determine an appropriate course of action. 

Section 1: Adopted Policies. The association has adopted various policies, including the Compensation Policy, Conflict of Interest Policy, Financial Management and Internal Control Policy, Gift Acceptance Policy, Whistleblower Protection Policy, Document Retention & Destruction Policy, and Membership Policy. A record of all policies and amendments will be kept at the principal office of the association, published on association’s website and stored on secure online document management system of the association. 

Section 2: Additional Policies. Additional policies may be developed and adopted by the association as required by state and federal laws.

Section 1: Compliance with Conflict-of-Interest Policy. All board members and officers of the association shall work voluntarily and strictly adhere to and comply with the association's Conflict of Interest Policy. They shall never take a salary or any other compensation from the association other than expenses authorized and made on behalf of the association. 

Section 2: Prohibition of Personal Financial Gain. No board member or officer may financially benefit from the association's financial resources, nor may they take advantage of their position on the board for personal gains.

Lapis Social and Cultural Association Inc. And members commits to indemnify and hold harmless its Executive Director, Officers, and Board Members from any legal liabilities or expenses arising from decisions made collectively and in good faith for the benefit and interest of the association. This provision serves as a safeguard for our leadership in the exercise of their duties and responsibilities for the association.

These bylaws may be amended or repealed, and new bylaws may be adopted by a majority vote of the board of directors. The general assembly may reject an amendment or the bylaw if two third of the general assembly members vote for it.