Goals

The goals of The Megobari Foundation are:

1. To act as an alumni association of Returned Peace Corps Volunteers and Staff that have served in the Republic of Georgia as well as their families and friends.

2. To provide assistance to the people of the Republic of Georgia in three areas:

● humanitarian aid and disaster relief
● education and youth development
● business and social entrepreneurship

3. To fulfill the third goal of Peace Corps through sharing experiences learned during our services with American communities towards cross-cultural understanding

Megobari Board of Directors

Ruta Casabianca: Director

Ruta, a G-10, served in Borjomi, Georgia from 2010 to 2013. After completing her service, she co-founded Together for Real Changes to bring services to people with disabilities in rural Georgia. TRC is now working in Borjomi, Mestia, Nukriani and Marneuli. Ruta worked as a Program Officer for the New York Community Trust, Executive Director of the Monterey History and Art Association in Monterey, CA, and as a consultant to non-profits. In 2007 she developed the Parent Shared-Leadership Training Institute for the San Luis Obispo Child Abuse Prevention Council, a 12-week program, which became the model for Parent Leadership programs throughout CA.

Toni Castellucci: Director

Toni is presently volunteering with ReServe (Americorps) at the Bronx Community College, International Community High School, and New York Public Library. With a background in business and education, she plans to reenter the Peace Corps in the Business, Social, Entrepreneurial Development Unit. She served in the Peace Corps in Georgia (2008) and Thailand (2010).

Bob Eddins: President

Bob served as a Peace Corps Georgia TEFL volunteer from 2007 to 2008. After being evacuated to Armenia in 2008, he returned to Georgia for a further eighteen months working independently in education, tourism and small business development, and with the internally displaced persons community. He was born and educated in England receiving a master's degree in Natural Sciences. He came to the United States in 1972 and was naturalized in 1999. He has worked in Information Technology all his working life, retiring in 2006 in order to join the US Peace Corps.

Gill Eddins: Director

Gill served as a Peace Corps Georgia TEFL volunteer from 2007 to 2008. After being evacuated to Armenia in 2008, she returned to Georgia for a further eighteen months working independently in education, tourism and small business development. With her husband, Bob, she started a local craft group and ran a weekend camp for internally displaced children. She was born and educated in England, came to the United States in 1972 and was naturalized in 1999. She received a master's degree from Fordham University, specializing in social research, in 1996. She has worked in executive recruitment, translation, real estate, grant writing and program evaluation, retiring in 2007 in order to join the US Peace Corps.

Sara Lafe: Treasurer

Sara Lafe served in the Kakheti region as part of the first group of Peace Corps Volunteers in Georgia from 2001-2003. As a Volunteer, Sara worked as an English teacher and teacher trainer, and led several community development projects. She also organized and co-directed the inaugural Camp GLOW in 2003, a leadership camp serving girls ages 12-14 from regions across the country. Following her Peace Corps service, Sara returned to support the USAID-funded Healthy Women in Georgia program in 2005, where she organized the first-ever breast cancer awareness walk in the city of Kutaisi. Sara holds a Masters in Public Health from Tulane University and currently works as a Traumatic Brain Injury (TBI) and Psychological Health (PH) subject matter expert, evaluating and developing recommendations for Department of Defense TBI and PH programs serving active duty Service members.

Mark Lebowitz: Director

Mr. Lebowitz served as a Peace Corps Volunteer from 2007 to 2008. He holds a law degree from Cornell Law School and has been a lawyer for 35 years. Mr. Lebowitz serves as a director and will assist in the grant recipient selection process.

Lauren McDowell: Secretary

Lauren served as a Peace Corps Volunteer from 2009-2011. She holds bachelor's degrees in English and Public Relations from The University of Texas at Austin and is currently pursuing her master’s degree in Food Studies at New York University. She has 5 years of experience working for education and civic development in state and international capacities. (See Lauren's Volunteer Showcase video.)

Daniel McBrayer: Director

Mr. McBrayer was a Peace Corps Volunteer and Fulbright Scholar in Georgia. His work in Georgia has included managing a large-scale humanitarian relief effort in Abkhazia, researching internal displacement, monitoring aid following the Russian invasion of 2008, training teachers, and teaching English. Dan holds a master’s degree in international development from Ohio University. He speaks advanced Georgian and has studied Russian. Currently, Mr. McBrayer works as the Chief Liaison for International Partnerships at the National Cancer Institute in the National Institutes of Health.

Paula Schmid: Webmaster

Paula served as a Peace Corps Volunteer from 2009-2011, teaching English and IT. She has a bachelor's degree in English and Spanish from Clarke College (now Clarke University) in Iowa. She works at American Councils for International Education and supports US Department of State sponsored scholarship exchange students (including some Future Leaders Exchange Program participants from Georgia) in participant monitoring and administrative work.

Amy Southworth: Vice-president

Amy is a Program Officer at USAID preparing for her first assignment overseas. Prior to USAID, she backstopped the Ethiopian Sustainable Tourism Alliance program at Counterpart International. Her international experience covers everything from working with coffee farmers in Guatemala to consulting for the UN in Ghana. Most of Amy’s work has surrounded Georgia. First, as a Peace Corps volunteer working with a local NGO building capacity and forming donor relationships. During grad school she interned in the Political section of the US Embassy Tbilisi and completed a fellowship for CIVIC Worldwide investigating amends to civilians injured or killed during the 2008 Russia-Georgia conflict. Prior to moving to Georgia she worked as a project assistant at Habitat for Humanity International on large scale Congressional builds. She holds a BA in political science from American University and MPS from New York University’s Wagner School of Public Service for a MPA.


ARTICLE I - NAME, PURPOSE AND GOALS

1.         Name: The name of the organization shall be The Megobari Foundation (the “Corporation”).  It shall be a nonprofit organization incorporated under the laws of the District of Columbia.


2.         Purpose: The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by a court of general jurisdiction of the State in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.


3.         Goals: The goals of the Corporation are:

(A)            To act as an alumni association of Returned Peace Corps Volunteers and Staff that have served in the former Soviet Republic of Georgia.

(B)            To provide assistance to the people of the former Soviet Republic of Georgia in three areas:

 ̊       humanitarian aid and disaster relief

 ̊       education and youth development

 ̊       business and social entrepreneurship

(C)             To fulfill the third goal of Peace Corps through sharing experiences learned during our services with American communities towards cross-cultural understanding.

ARTICLE II – MEMBERSHIP


1.         Qualifications for Membership: Any individual interested in aiding and promoting the objectives of the Corporation may become a member upon the approval of the Board of Directors.

2.          Membership Meetings: The annual membership meeting of the Corporation shall be held at such time and date in the month of November or December as the Board of Directors shall determine. In the event the Board fails to so determine the time and date of meeting, the annual meeting of members shall be held at 10:00 a.m. on January 1, if not a legal holiday, and if a legal holiday, then on the next business day following at the same hour.

Regular and special meetings of the Corporation shall be held as called by the Board of Directors.

The presence at any membership meeting of one-third of the total number of votes entitled to be cast shall constitute a quorum and shall be necessary to conduct the business of the Corporation; however, a lesser number may adjourn the meeting for a period of not more than four weeks from the date originally scheduled and the Secretary shall cause a notice of the rescheduled date of the meeting to be sent to those members who were not present at the meeting originally called.  A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Any one or more members may participate in a meeting of the Corporation by means of a conference telephone arrangement allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Written notice of every meeting of members stating the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, shall be served, either personally, by mail or by facsimile or e-mail upon each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the meeting. Notice of a meeting need not be given to any member who submits a waiver of notice whether before or after the meeting or who attends the meeting.

3.         Action by Members Without a Meeting: Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of all the members entitled to vote thereon.  Written consent may be given by e-mail or facsimile.


4.         Proxies: Every member entitled to vote at a meeting of members may authorize another person or persons to act for him or her by written proxy.  Every proxy must be signed by the member or his or her attorney-in -fact.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.  Proxies delivered by e-mail or facsimile shall be accepted as originals.


5.         Membership Dues: The Board of Directors shall establish the amount of dues and assessments which shall be necessary to provide sufficient funds to allow the Corporation to accomplish its purposes. Members who fail to pay their dues or assessments within thirty (30) days from the time they become due shall be notified by the Secretary, and if payment is not made within the next succeeding thirty (30) days, shall be reported to the Board of Directors as in arrears, and if so ordered by the Board, shall forfeit all rights and privileges of membership until such time as all overdue dues and assessments are paid in full.


ARTICLE III - BOARD OF DIRECTORS


1.         Management of the Corporation: The Corporation shall be managed by the Board of Directors which shall consist of not less than four (4) nor more than twelve (12) directors. The Board will have general charge of the affairs, funds and property of the Corporation, shall transact any necessary business referred to it by the Corporation, and will carry out the purposes of the Corporation according to these by-laws.


2.         Election and Term of Directors: The directors shall be divided into three classes with the number of directors in each class being as nearly equal as possible. The term of office of the first class shall expire at the first annual meeting of the Corporation. The term of office of the second class shall expire at the second annual meeting and the term of office of the third class shall expire at the third annual meeting. At each annual meeting directors shall be elected for a term of three years to replace those whose terms shall expire.


3.         Increase or Decrease in Number of Directors: The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.


4.         Newly Created Directorships and Vacancies: Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members.  Each director who fills a newly created directorship shall be elected to one of the three classes so that the total number of directors in each class is as nearly equal as possible. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his or her predecessor.


5.         Removal of Directors: Any or all of the directors may be removed for cause by vote of the members of the Corporation or by action of the Board.  Directors may be removed without cause only by vote of the members.


6.         Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.


7.         Quorum of Directors: Unless otherwise provided in the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business.


8.         Action of the Board: Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.  Each director present shall have one (1) vote.


Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of all the members of the Board consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the Corporation.


Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communication  equipment, allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.


9.         Place and Time of Board Meetings: The Board may hold its meetings as it may from time to time determine.


10.      Regular Annual Meeting: A regular annual meeting of the Board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.


11.       Notice of Meetings of the Board/Adjournment: Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either delivered by mail, e-mail, facsimile or by telephone; special meetings shall be called by the president or by the Secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting.


A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.


12.      Chairman: At all meetings of the Board the president, or in his or her absence, a chairman chosen by the Board, shall preside.


13.      Executive and Other Committees: The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consist ing of three or more directors.  Each such committee shall serve at the pleasure of the Board.


ARTICLE IV – OFFICERS


1.         Offices/Election/Term: Unless otherwise provided for in the Certificate of Incorporation, the Board shall elect a President, one or more Vice Presidents, a Secretary, and a Treasurer, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected by the Board at its annual meeting to hold office for a term of one (1) year. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected and qualifies.


2.         Removal or Resignation: Any officer elected or appointed by the Board may be removed by the Board, with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.


3.         President: The President shall be the chief executive officer of the Corporation; the President shall preside at all meetings of the members and of the Board; he or she shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.


4.         Vice President: During the absence or disability of the president, the vice president, or if there are more than one, the executive vice president, shall have all the powers and functions of the president.  Each vice president shall perform such other duties as the Board shall prescribe.


5.         Treasurer: The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the directors may direct; he or she shall sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors, which may require that such instruments shall be countersigned by another officer; he or she shall at all reasonable times exhibit his or her books and accounts to any director or member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each corporate year, he or she shall present an annual report at the annual meeting of the members setting forth in full the financial conditions of the Corporation.


6.         Assistant Treasurer: During the absence or disability of the treasurer, the assistant treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have the powers and functions of the treasurer.


7.         Secretary: The Secretary shall keep the minutes of the meetings of the Board of Directors and also the minutes of the meetings of the members.  He or she shall have the custody of the seal of the Corporation, if any, and shall affix and attest the same to documents when duly authorized by the Board of Directors.  He or she shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to his or her office. He or she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence and the time when they became members.


8.         Assistant Secretaries: During the absence or disability of the Secretary, the assistant secretary, or if there are more than one, the one so designated by the Secretary or by the Board shall have all the powers and functions of the Secretary.


9.         Sureties and Bonds: In case the Board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct conditioned upon the faithful performance of his or her duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his or her hands. The cost of any bond required by the Board shall be an expense of the Corporation.


ARTICLE V – CONSTRUCTION


If there be any conflict between the provisions of the Certificate of Incorporation and these by-laws, the provisions of the Certificate of Incorporation shall govern.


ARTICLE VI – AMENDMENTS


The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by the Board of Directors but any by-law adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.


If any by-law is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.


ARTICLE VII - FISCAL YEAR


The fiscal year of the Corporation shall begin the first day in September of each year.


ARTICLE VIII – INDEMNIFICATION


1.         Indemnification.

(A)        The Corporation shall indemnify to the fullest extent now or hereafter provided for or permitted by law each person involved in, or made or threatened to be made a party to, any action, suit, claim or proceeding, arbitration, alternative dispute resolution mechanism, investigation, administrative or legislative hearing or any other actual, threatened, pending or completed proceeding, whether civil or criminal, or whether formal or informal, and including an action by or in the right of the Corporation or any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise, whether profit or non-profit (any such entity, other than the Corporation, being hereinafter referred to as an "Enterprise"), and including appeals therein (any such process being hereinafter referred to as a "Proceeding"), by reason of the fact that such person or such person's testator or intestate (i) is or was a director or officer of the Corporation, or (ii) while serving as a director or officer of the Corporation, is or was serving, at the request of the Corporation, as a director, officer, or in any other capacity, any other Enterprise, against any and all judgments, fines, penalties, amounts paid in settlement, and expenses, including attorney's fees, actually and reasonably incurred as a result of or in connection with any Proceeding, or any appeal therein.

 (B)       No indemnification shall be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. In addition, no indemnification shall be made with respect to any Proceeding initiated by any such person against the Corporation, or a director or officer of the Corporation, other than to enforce the terms of this ARTICLE VIII unless such Proceeding was authorized by the Board of Directors.  Further, no indemnification shall be made with respect to any settlement or compromise of any Proceeding unless and until the Corporation has consented to such settlement or compromise.

 (C)       Written notice of any Proceeding for which indemnification may be sought by any person shall be given to the Corporation as soon as practicable.  The Corporation shall then be permitted to participate in the defense of any such Proceeding or, unless conflicts of interest or position exist between such person and the Corporation in the conduct of such defense, to assume such defense.  In the event that the Corporation assumes the defense of any such Proceeding, legal counsel selected by the Corporation shall be acceptable to such person.  After such an assumption, the Corporation shall not be liable to such person for any legal or other expenses subsequently incurred unless such expenses have been expressly authorized by the Corporation.  In the event that the Corporation participates in the defense of any such Proceeding, such person may select counsel to represent such person in regard to such a Proceeding; however, such person shall cooperate in good faith with any request that common counsel be utilized by the parties to any Proceeding who are similarly situated, unless to do so would be inappropriate due to actual or potential differing interests between or among such parties.

(D)        In making any determination regarding any person's entitlement to indemnification hereunder, it shall be presumed that such person is entitled to indemnification, and the Corporation shall have the burden of proving the contrary.


2.         Advancement of Expenses: Except in the case of a Proceeding against a director or officer specifically approved by the Board of Directors, the Corporation shall, subject to ARTICLE VIII, Section 1 above, pay expenses actually and reasonably incurred by or on behalf of a director or officer in defending any Proceeding in advance of the final disposition of such Proceeding.  Such payments shall be made promptly upon receipt by the Corporation, from time to time, of a written demand of such person for such advancement, together with an undertaking by or on behalf of such person to repay any expenses so advanced to the extent that the person receiving the advancement is ultimately found not to be entitled to indemnification for part or all of such expenses.

3.         Rights Not Exclusive:  The rights to indemnification and advancement of expenses granted by or pursuant to this ARTICLE VIII, (i) shall not limit or exclude, but shall be in addition to, any other rights which may be granted by or pursuant to any statute, corporate charter, by-law, resolution of shareholders or directors or agreement; (ii) shall be deemed to constitute contractual obligations of the Corporation to any director or officer who serves in a capacity referred to in ARTICLE VIII, Section 1 at any time while this ARTICLE VIII is in effect; (iii) shall continue to exist after the repeal or modification of this ARTICLE VIII with respect to events occurring prior thereto; and (iv) shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the estate, spouse, heirs, executors, administrators or assigns of such person. It is the intent of this ARTICLE VIII to require the Corporation to indemnify the persons referred to herein for the aforementioned judgments, fines, penalties, amounts paid in settlement, and expenses, including attorney’s fees, in each and every circumstance in which such indemnification could lawfully be permitted by express provisions of these by-laws, and the indemnification required by this ARTICLE VIII shall not be limited by the absence of an express recital of such circumstances.

4.         Authorization of Contracts:  The Corporation may, with the approval of the Board of Directors, enter into an agreement with any person who is, or is about to become, a director, officer, employee or agent of the Corporation, or who is serving, or is about to serve, at the request of the Corporation, as a director, officer, or in any other capacity, any other Enterprise; which agreement may provide for indemnification of such person and advancement of expenses to such person upon terms, and to the extent, not prohibited by law. The failure to enter into any such agreement shall not affect or limit the rights of any such person under this ARTICLE VIII.

Finances

The Megobari Foundation currently has a few hundred US dollars that can be used to assist Peace Corps Georgia projects.

For more information about our finances, please contact the treasurer at treasurer@megobari.org.

If you are a current Georgia PCV and would like to request funding, please contact us via info@megobari.org. We'd love to hear about your project!

[The Megobari Foundation is a 501 (C) (3) tax exempt organization. All donations are tax-deductible to the full extent permitted by law.]

© Copyright 2007-2019 by The Megobari Foundation. All Rights Reserved.