Attachment A - Vinnytsia, Ukraine Sister City Application

Re: Application to the Boulder City Council for Sister City status with Vinnytsia Ukraine To members of the Boulder City Council: Pursuant to Boulder Resolution 631, Establishing City Affiliation Policy, the Board of Directors and members of the Boulder – Vinnytsia Sister City Foundation respectfully submit this application for your review and approval. Objectives of the Sister City Initiative • To enhance mutual understanding and curiosity of all age groups among the citizens of the two cities. • To encourage scientific, educational, cultural, recreational, academic, environmental, humanitarian and technical exchanges which promote greater progress and well-being of the citizens of Boulder and Vinnytsia. • To allow citizens of both cities to have opportunities to give service, derive benefit and directly interact with other cultures. This will be both during the present war as well as the post-war reconstruction & healing period Background on Vinnytsia Vinnytsia is a significant regional hub in west-central Ukraine, located along the banks of the Southern Bug River. The city serves as the administrative center of Vinnytsia Oblast (province). Known for its historical charm

and modern developments, Vinnytsia is a vital cultural, economic, and educational center in the country. Its strategic position has historically made it a critical link in transportation and trade networks, contributing to its steady growth. Vinnytsia is approximately 260 kilometers (162 miles) southwest of Kyiv, the capital of Ukraine. By car, this distance typically takes about 3.5 to 4 hours to travel. By train, it takes about 2 to 2.5 hours. The city of Lviv is a further 370 Kilometers (230 miles) to the Northwest. See attached map. With a population of around 370,000 as of recent estimates, Vinnytsia is home to a diverse demographic primarily composed of ethnic Ukrainians. The city has a rich cultural tapestry, shaped by its history under the Polish-Lithuanian Commonwealth, the Russian Empire, and the Soviet Union before Ukraine's independence in 1991. Today, Vinnytsia is celebrated for its urban planning, green spaces, and cultural landmarks The city's economy is driven by a mix of industries, including manufacturing, IT services, agriculture, and food processing. Vinnytsia has established itself as a regional leader in IT outsourcing, hosting several technology companies and startups. Additionally, it has a strong industrial base with enterprises producing machinery, tools, and consumer goods. The agricultural sector benefits from the fertile soils of the surrounding Vinnytsia Oblast, making it a significant contributor to the local economy.

Education plays a central role in Vinnytsia's identity, with the city hosting several higher education institutions. The Vinnytsia National Medical University is one of Ukraine's most prestigious medical schools, attracting students from across the globe. Other notable institutions include Vinnytsia National Technical University and Vinnytsia State Pedagogical University, which contribute to the city's reputation as an educational hub. These institutions foster a well-educated workforce, supporting the city's economic diversification. The ongoing war with Russia has had a profound impact on Vinnytsia (even though it is situated away from the frontline of combat in Ukraine's east). One of the most devastating attacks occurred in July 2022, when Russian missile strikes hit Vinnytsia’s city center, including civilian infrastructure such as medical centers and residential buildings. This attack resulted in at least 28 fatalities, including three children, and left more than 200 people injured. While detailed, updated figures specific to Vinnytsia beyond such incidents are less readily available, the city has been subjected to repeated, unpredictable attacks throughout the conflict.

The city has become a critical hub for internally displaced persons (IDPs), providing shelter and resources for those fleeing conflict zones. The city's community and government have rallied to support humanitarian efforts and maintain a sense of normalcy despite the challenges posed by the conflict. In summary, all citizens of Ukraine, including those in Vinnytsia, have been profoundly affected by nearly three years of war. The ongoing conflict has left deep scars, including widespread trauma, mental health challenges, and the devastating consequences of destruction and loss of life. The start of the Boulder – Vinnytsia relationship At the onset of the war in February 2022, Boulder resident Gaea Logan—a seasoned psychoanalyst, group therapist, and author—recognized the urgent need to support Ukrainians facing the trauma of conflict. From April 2022 to May 2023, she led an online initiative to empower Ukrainian clinicians, both within the country and in the diaspora. Backed by generous donors and supported by a distinguished guest faculty (primarily Americans), this effort significantly enhanced the skills of Ukrainian psychiatrists, military and civilian psychologists, group therapists, and graduate students in psychology and social work. This initiative focused on strengthening resilience, emotional regulation, theoretical knowledge, and clinical

capacity, particularly in the treatment and prevention of PTSD among soldiers, civilians, separated families, parents, children, and the growing number of widows. In its first year, the program had a profound impact on over 450 clinicians, who in turn reached thousands of patients. As the conflict persisted, it became clear that a sustained commitment was essential to address the long-term mental health needs of Ukraine and its care providers. In June 2023, plans were developed in collaboration with Ukrainian professionals to establish a permanent center for trauma study and training. This vision materialized in September 2023 when the President of Vinnytsia State Pedagogical University formalized the creation of the International Institute for Trauma Studies (IITS), naming Gaea Logan as its US Executive Director. The IITS offers online clinical training through certification programs and continuing education at the intersection of contemporary psychoanalysis, traumatology, and group psychotherapy. Rooted in group therapy principles, these programs equip Ukrainian graduate students, psychologists, and social workers with the expertise needed to address combat-related and community trauma. By fostering resilience and supporting clinicians facing the psychological and spiritual burden of war, the institute plays a crucial role in mitigating the risks of burnout and multigenerational trauma. Within its first year, over 2,000 professionals have been trained. Unique Exchange of Expertise

This collaboration has forged a deep partnership between Vinnytsia State Pedagogical University and an exceptional team of psychotherapists from Boulder and across the United States. Not only has the initiative supported Ukraine’s mental health infrastructure, but it has also facilitated a two-way exchange of knowledge. American experts have gained valuable insights into how Ukrainians are coping with the uncertainties and terror of modern warfare, including drone attacks and long-range missile strikes. Opportunities for partnership between Boulder and Vinnytsia. The two cities have much in common which enhance the chances for a successful Sister City relationship. They are both known for their livability, focus on education, and appreciation of nature. Both cities prioritize sustainability and green spaces, evident in Boulder's environmental initiatives and Vinnytsia's reputation as one of Ukraine’s greenest cities. Additionally, both communities embrace cultural diversity and foster a blend of modern innovation with respect for historical and cultural traditions. The obvious difference between the two cities is that Boulder is blessed with peace while Vinnytsia is in the midst of a near three-year war. The scope for collaboration under the proposed Sister City relationship is broad and promising. These opportunities were initially explored during discussions between

Vinnytsia Mayor Sergei Morgunov with his team in the City Administration and Boulder resident Douglas Gardner, during his visit to Vinnytsia in October 2023. Gardner, a former UN Resident Coordinator to Ukraine (2000–2004), Director of Boulder’s Highland Institute for the Advancement of Humanity and current President of the Boulder–Vinnytsia Sister City Foundation, spearheaded these talks. This topic was further emphasized during an introductory call between Boulder Mayor Brockett and Mayor Morgunov in February 2024. The anchor initiative for this relationship is the ongoing trauma-focused collaboration with the State Pedagogical University in Vinnytsia. This initiative has gained significant attention in Ukraine and has gone viral. A key milestone will be establishing a new practicum clinic at the International Institute of Trauma Studies (IITS) for training practitioners in patient-care skills, which will serve as a focal point for future funding efforts once the Sister City partnership is formalized. In addition to trauma-related work, potential areas for cooperation include: •

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Education: University-to-university collaborations across various disciplines, and primary and secondary school connections through “Zoom pals” (modernizing the traditional concept of “pen pals”). Energy and Sustainability: Promoting energy efficiency, regenerative agriculture, and sustainable building materials to aid post-war reconstruction.

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Infrastructure and Transportation: Joint projects focusing on innovative and sustainable transportation solutions. Arts and Culture: Developing cultural exchange programs, hosting delegate visits, and fostering shared artistic initiatives, especially when peace is restored.

Critical to Success The success of any cooperative initiative will depend on identifying a committed “champion” in each city. These champions will serve as key drivers to ensure progress and accountability. The Sister City relationship provides a dual gateway for ideas, resources, and initiatives to flow in both directions, facilitated by the Boulder–Vinnytsia Sister City Foundation. On the Vinnytsia side, several officials in the City Administration have already been identified as liaisons, with leadership from Yulii Kashpruk, International Coordinator for the Vinnytsia City Administration. These individuals will work closely with Boulder counterparts to turn shared ideas into tangible outcomes. Next Steps subject to approval of this proposal City Council approval will enable critical next steps in establishing the Sister City relationship, including: •

Signing Ceremony: A formal Cooperation Agreement will be signed by the two Mayors,

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accompanied by media coverage to officially unveil and celebrate this partnership on both sides. Spotlighting Mental Health Initiatives: The signing will highlight a funding opportunity to expand the trauma training program. This includes creating a new practicum clinic at the International Institute of Trauma Studies in Vinnytsia, which will bolster Ukraine's regional and national mental health infrastructure. Encouraging Community Champions: Once the Sister City partnership is formalized, we will seek advocates in both cities to drive collaboration in shared areas of interest. Residents of Boulder, including members of the Ukrainian diaspora, will be invited to join as champions or active participants in this initiative. Dedicated Webpage: A webpage for the Sister City will be launched during the signing ceremony. This platform will serve as a central hub for information, updates, and opportunities for community engagement.

Boulder presently has 10 Sister Cities. Vinnytsia would become the 11th. Some of the present Sister Cities are active while others seem to be dormant. In light of the mixed results of the past, we plan to make the relationship with Vinnytsia vibrant and productive for both sides. We will have regular reviews and will keep City Council posted on progress on at least an annual basis. We very much welcome the appointment of a City Council member as the Liaison person for this Sister City relationship as their

involvement will help strengthen ties and maintain accountability. Likewise, our suggestion for this new Sister City (and potentially other new ones) is to have an agreement for five years that is renewable based on mutual satisfaction and demonstrated impact. Officers and Board of Directors of the Boulder – Vinnytsia Sister City Foundation: Douglas Gardner President & CEO Gaea Logan

Director of Outreach

Stewart Ward

Treasurer

Todd Minnis

Secretary

Kubs Lalchandi

Ex-officio Member

Conflict of Interest Statement No member of the Boulder – Vinnytsia Sister City Foundation’s Board of Directors is part of any commercial venture in Vinnytsia.

Supporting Documents: - Map of Ukraine (below) - Letter from the IRS granting tax exempt 501-C-3 status - Cooperate By-Laws (signature copy available upon request) - Colorado State Articles of Incorporation for a Nonprofit - Minutes of Board of Director meetings (available upon request) - Draft Cooperation Agreement between the two cities (subject to review by City Attorney)

CORPORATE BYLAWS OF

Boulder - Vinnytsia Sister City Foundation

Table of Contents Article 1---Organization 1.1 Principal Office 1.2 Registered Agent 1.3 Governing Instruments

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Article 2---Purpose, Objectives, and Membership 2.1 Statement of Purpose 2.2 Inurement of Income 2.3 Political Activities 2.4 Operational Limitations 2.5 Nondiscrimination Policy 2.6 Membership

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Article 3---Board of Director Meetings 3.1 Meeting Location 3.2 Regular Meetings 3.3 Special Meetings 3.4 Telephone Meetings 3.5 Action Without a Meeting 3.6 Quorum

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Article 4---Directors 4.1 Authority 4.2 Election 4.3 Number of Directors 4.4 Resignation 4.5 Vacancies 4.6 Compensation

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Article 5---Officers 5.1 Number of Officers 5.2 Election 5.3 Removal and Resignation 5.4 President 5.5 Secretary 5.6 Compensation

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Article 6---Authority to Execute 6.1 Binding Power 6.2 Signatories

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Article 7---Dissolution Article 8---Corporate Records 8.1 Corporate Minutes 8.2 Financial Records 8.3 Inspection of Records 8.4 Fiscal Year

Article 9---Indemnification and Insurance 9.1 Indemnification 9.2 Insurance

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Article 10---Adoption

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CORPORATE BYLAWS OF

Boulder - Vinnytsia Sister City Foundation Article 1---Organization 1.1 PRINCIPAL OFFICE. The principal office of the Corporation will be determined by the Board of Directors. Other offices may also be established at such places that the Board deems necessary for the conduct of business. A copy of these bylaws will be kept at the principal office. 1.2 REGISTERED AGENT. The name and address of the Registered Agent is provided in the Articles of Incorporation that was filed with the Secretary of State. The Registered Agent may only be changed by filling out the appropriate paperwork with the Secretary of State. Each change of Registered Agent must be approved by the Board of Directors.

1.3 GOVERNING INSTRUMENTS. The Corporation will operate under the requirements set forth in its Articles of Incorporation and Bylaws. The Bylaws may be amended by the Board of Directors. Article 2--- Purpose, Objectives, and Membership

2.1 CHARITABLE, EDUCATIONAL, RELIGIOUS AND SCIENTIFIC PURPOSES. The Corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Corporation’s specific purpose is to be an umbrella for citizen to citizen and organization to organization cooperation between Boulder Colorado and Vinnytsia Ukraine. __________________________________________________________________________________

2.2 INUREMENT OF INCOME. The income of the Corporation shall not be distributed to or used for the benefit of its members, directors, officers or Bylaws

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other persons except that the Corporation is authorized to pay reasonable compensation for services rendered. 2.3 LEGISLATIVE OR POLITICAL ACTIVITIES. The Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office or dedicate a substantial part of its activities to propaganda or attempts to influence legislation. 2.4 OPERATIONAL LIMITATIONS. The Corporation shall not conduct or participate in any activities not permitted to be carried on by a taxexempt 501(c)(3) corporation or by a corporation whose contributions are deductible under Section 170(c)(2) of the IRS code of 1954 or the corresponding provision of any future US Internal Revenue Law.

2.5 NONDISCRIMINATION POLICY. Unlawful discrimination, on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, will not be permitted or tolerated by the Corporation. 2.6 MEMBERSHIP. The Corporation will not have members. Article 3---Board of Director Meeting 3.1 MEETING LOCATION. Meetings shall be held at the Corporation’s principal place of business or at an alternate location chosen by the Board.

3.2 REGULAR MEETINGS. Regular Meetings shall be held at a date and time that is acceptable to the Board members and at a frequency that promotes the growth of the Corporation. 3.3 SPECIAL MEETINGS. Special meetings may be called at any time by president of the Board of Directors. Notice of the meeting must be received by each Director at least 3 days before the meeting. The notice must include the agenda for the meeting along with the place and time of the meeting.

3.4 TELEPHONE MEETINGS. When necessary or desired, the Board may elect to meet via conference call or any other means where all participants can hear each other. Decisions made at such meetings will Bylaws

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have the same authority and power as a decision made at meetings where the participants were physically present.

3.5 ACTION WITHOUT A MEETING. Any action that may be taken at a regular or special meeting of the Board may be taken without a meeting if all members of the Board, in writing, consent to the action. All such actions will have the same authority and power as actions passed at meetings where the participants were physically present. 3.6 QUORUM. A majority of the authorized Directors will constitute a quorum. A quorum is required for actions taken to be considered Board approved. Article 4---Directors

4.1 AUTHORITY. The business and affairs of the Corporation shall be managed by a Board of Directors subject to any limitations in the Articles of Incorporation.

4.2 ELECTION. The members of the Board of Directors will be elected by the voting members at the annual meeting. The Director will serve for the time specified at his or her election but for no less than one year. 4.3 NUMBER OF DIRECTORS. The number of authorized directors will be determined by the Board but will not be less than three. This number may be increased or decreased as needed by a vote of the Board. No decrease in the number of Directors may shorten the term of an incumbent Director.

4.4 RESIGNATION. At any time, a Director may resign by giving a letter of resignation to the Secretary of the Corporation. The resignation will become effective immediately or at the date specified without a vote of the Board. A vote of a quorum of Directors will be required to remove a Director for cause.

4.5 VACANCIES. Vacancies on the Board will be filled by a vote of the Board. A majority vote of the current Directors will be required for election. Board elected directors will serve until the next annual meeting when a Board of Directors election will be held.

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4.6 COMPENSATION. Directors will serve on a voluntary basis and will not receive compensation for their services except for expenses incurred and specified by Board resolutions. A Director may be compensated for services provided to the Corporation if he also serves in another position such as an officer, agent, or employee. Article 5---Officers

5.1 NUMBER OF OFFICERS. The Corporation shall have at least a President and a Secretary. Other officers, along with titles and responsibilities, may be added by the Board of Directors. One person may be selected to serve in more than one position.

5.2 ELECTION. Officers’ election, length of term, and compensation is set by the Board.

5.3 REMOVAL AND RESIGNATION. An officer may be removed or resign at any time, with or without cause. Removal requires an action of the Board. Resignation requires that the officer submit a written notice of his resignation to the Secretary. 5.4 PRESIDENT. The President will serve, at the discretion and under the supervision of the Board, as the general manager and chief executive officer of the corporation. The President will have the authority and power to run the day-to-day operations of the company under the guidelines provided by the Board. In the absence of a Treasurer, the President will also serve as the chief financial officer. 5.5 SECRETARY. The Secretary will be responsible for: (1) sending out notices for all meetings, (2) keeping minutes for all meetings, (3) maintaining the Corporate Record Book, (4) maintaining Corporation records and seal.

5.6 COMPENSATION. The Board of Directors will set the compensation for officers. No officer will be denied compensation due to the fact that they are also a Director.

Article 6---Authority to Execute

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6.1 BINDING POWER. No officer, agent, or any other person or company has the right or power to bind the Corporation by pledge, agreement, contract, or any other means without the expressed written permission of the Board of Directors.

6.2 SIGNATORIES. With authorization from the Board of Directors, the President and Secretary will sign all documents, including all financial documents that require the signature or endorsement of a corporate officer. Article 7---Dissolution

Upon authorization from the Board of Directors to dissolve and after all liabilities of the Corporation have been addressed, the remaining assets of the Corporation may be disposed of exclusively for the purposes of the Corporation as the Board of Directors shall determine.

Article 8---Corporate Records

8.1 CORPORATE MINUTES. A record of all meetings will be kept at the principal place of business or at an alternate location chosen by the Board of Directors. The minutes shall include the date, time, location, names of attendees, purpose, and acts of each meeting. 8.2 FINANCIAL RECORDS. The chief financial officer will be responsible for maintaining accurate records of all corporate financial transactions. Industry acceptable accounting procedures are to be followed so that the records may be used in the preparation of the Corporation’s tax returns.

8.3 INSPECTION OF RECORDS. Corporate records and Bylaws are available for inspection by Directors. Before examination, the inspecting party must sign an affidavit stating that the information will be kept confidential. 8.4 FISCAL YEAR. The Board of Directors will determine the fiscal year of the Corporation based on the prevailing guidelines of the Internal Revenue Service. Article 9---Indemnification and Insurance Bylaws

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9.1 INDEMNIFICATION. The directors and officers will be indemnified to the fullest extent of the law by the Corporation. Any director or officer that is found to be negligent or guilty of misconduct will forfeit their indemnification. 9.2 INSURANCE. The Corporation shall have the power to purchase and maintain insurance for any agent of the Corporation including but not limited to directors, officers, and employees Article 10---Adoption This is to certify that the foregoing is a true and correct copy of the Initial Bylaws duly adopted by undersigned Board of Directors. Date: ______________________________________, 20____

_______________________________________________________ Director _______________________________________________________ Director

Seal

_______________________________________________________ Director

_________________________________ Director & Secretary

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