CONSTITUTION AND BY-LAWS OF GSTS ALUMNI ASSOCIATION OF NORTH AMERICA (As revised)
Preamble:
We, the members of the Ghana Secondary Technical School (GSTS) Alumni Association of North America, thankful to the Almighty God, believing in the motto of our alma mater - "Mente et Manu", and the education, values and traditions taught us at GSTS do on this day, August 7, 2010 vote to adopt and establish this constitution and by-laws as amended.
Article I. NAME, PURPOSE, AND ACTIVITIES
Section 1
Name
The name of this organization shall be the "GSTS ALUMNI ASSOCIATION OF NORTH AMERICA."
Section 2
Purpose
The Association is an alumni organization. The purpose of the association shall be:
a) To foster the development and growth of the alma mater.
b) To further the interests of Ghana Secondary Technical School (GSTS) in Takoradi, Ghana, by finding practical ways of assisting the School.
Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501(c) (3) of the Internal Revenue Code, as amended.
Upon dissolution of the Association, all assets of the Association after satisfaction or provision for satisfaction of all debts and claims, shall be distributed, transferred and delivered by the Board of Trustees of the Association as soon as is practicable to or for the benefit of one or more organizations or societies chosen by the Board of Trustees of the Association, which are organized and operated exclusively for charitable, religious, scientific or educational purposes and which are exempt under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended.
Section 3
Statement of Non-discrimination
No activities of the Association shall discriminate against any individual or group of individuals on the basis of age, disability, ethnic or national origin, gender, marital status, political orientation, race or religion.
Article II. MEMBERSHIP
Section 1
The Association shall have four categories of membership: Active, Honorary/Affiliate, Lifetime and De Facto:
A. Active members shall consist of :
1) Alumni of GSTS (Takoradi) who successfully completed at least one term.
2) They must have also registered with the association and must have paid annual membership dues for the current year.
B. Honorary or affiliate members shall consist of:
1) Any individual who is not an alumnus of GSTS Takoradi and is interested in supporting the mission of the association.
2) Honorary or affiliate membership shall require the approval or majority vote of the active membership.
C. Lifetime membership shall be conferred on individuals who have met specific guidelines set out in the by-laws to this constitution. Lifetime members shall have all the privileges of active members.
D. De Facto members shall comprise of any alumnus of GSTS (Takoradi) who successfully completed at least one term at GSTS but has not registered and paid the annual membership dues of this association for the current year.
Section 2
A) Active, Honorary/Affiliate and Lifetime members shall be stripped of their membership if their actions or inactions are in violation of the constitution and or the bylaws of this association.
B) Members who violate the constitution and or its bylaws shall be stripped of their membership as specified under the bylaws.
C) An Active, Honorary/Affiliate and Lifetime member removed by due process shall become a De Facto member.
D) One year after being stripped of one’s active, honorary/affiliate or lifetime membership, a person may petition the National Executive Committee to have their original membership reinstated.
E) The process of reinstatement of membership shall be as specified in the by-laws to this constitution.
Article III. NATIONAL EXECUTIVE COMMITTEE
Section 1
There shall be an elected NATIONAL EXECUTIVE COMMITTEE which shall be the official and executive body of the association and shall act on its behalf until a new election.
Section 2
The National Executive Committee shall be composed of a President, Vice-President, General Secretary, Deputy General Secretary, Treasurer, Deputy Treasurer, National Conference Coordinator and in some cases, regional representatives.
Section 3
The roles and duties of each National Executive Committee Member (Officer) are as described in the by-laws to this constitution.
Section 4
Actions proposed or taken by the National Executive Committee on behalf of the association may be overruled by a simple majority vote of the general active membership, either at a National Membership Meeting, a general meeting or by mail ballot.
Section 5
The National Executive Committee shall on a regular basis, report or present proposals, ideas, requests, budgets and the like to the general active membership for discussion and approval. In the event that time or circumstance would not permit such consultation, the National Executive Committee shall inform at least two members of the Board of Trustees before acting. The entire membership shall be informed at the next meeting.
Article IV. BOARD OF TRUSTEES
Section 1
There shall be at least three and at most ten members of a Board of Trustees. Members of the Board of Trustees shall be nominated by the National Executive Committee or by any active member and approved by a simple majority vote of the active membership at the meeting.
Section 2
The Board of Trustees shall act as a supervisory body for the affairs of the Association. It shall also ensure that the purpose of this association consistent with this constitution and by-laws is pursued vigorously.
Section 3
Only active members can serve as members of the Board of Trustees and their term shall be for three years.
Section 4
Except for the National President, members of the Board of Trustees shall not serve on National Executive Committee.
Section 5
The National President shall be an Ex-Officio Member of the Board of Trustees.
Section 6
The National President shall not have voting rights on the Board of Trustees except in situations where their vote is needed to break a tie.
Section 7
The Board of Trustees shall elect a Chairman who will convene and preside over board meetings. Election of the Chairman of the Board of Trustees shall be supervised by the National President (Ex-officio member of the Board).
Section 8
The tenure of the Chairman of the Board shall be for two years.
Section 9
In the absence of the elected Chairman, the Board shall by unanimous consent nominate a member to chair the Board during scheduled meetings. If unanimous consent cannot be reached, the National President (Ex-Officio Member) shall chair such meetings. Chairmanship by a member ceases after the meeting or upon return of the elected Chair.
Section 10
Without proper notification and explanation to the Board, continued absence of the Chairman of the Board for three (3) consecutive meetings shall indicate dereliction of duties and an abdication of the post. In such cases, fresh elections shall be conducted to elect a new Chairman of the Board.
Section 11
There shall be at least two (2) formal Board of Trustees meetings every year.
Section 12
In addition to carrying out duties assigned by the Board, members of the Board of Trustees shall demonstrate an interest in the affairs of the association by attending Board meetings and to the best that they are able, General and Annual National meetings.
Section 13
Members of the Board of Trustees shall inform the Board, whenever they are unable to attend Board meetings. Absence from four (4) consecutive meetings without notification and explanation to the Board shall constitute dereliction of duties and an abdication from membership of the Board. This shall result in removal from the Board by the process set out in the by-laws to this constitution.
ARTICLE V. REGIONAL GROUPS
Section 1
A. Whenever necessary, the National Executive Committee with approval from the Board of Trustees may recommend the formation of a regional group.
B. The leader of the Regional group shall be referred to as the Regional Representative.
C. The Regional Representative shall have the responsibility to organize members living in a specific geographic region and conduct the affairs of GSTS Alumni Association of North America in that specific region.
D. The National Executive Committee of GSTS Alumni Association of North America shall review and determine the geographic composition of such regional groups on an annual basis.
Section 2
Members from a particular region present at the Annual National Membership Meeting shall nominate and elect their regional representative.
Section 3
The elected Regional Representatives shall upon election become a member of the National Executive Committee.
Section 4
A. Regional groups may solicit the help of individual members from that regional group to help the regional representative conduct the affairs of the regional group by holding regional elections.
B. The date for elections and the names of nominees for various regional positions shall be approved by the National Executive Committee and the Board of Trustees of GSTS Alumni Association of North America.
C. Names of elected regional executive officers shall be submitted to the National General Secretary.
Section 5
All members of a regional group must be active members of GSTS Alumni Association of North America.
Section 6
No regional group or executive shall collect any dues from its member unless, specifically authorized by the National Executive Committee and the Board of Trustees of GSTS Alumni Association of North America.
Section 7
Once formed, regional Groups shall receive a budget allocation from GSTS Alumni Association of North America.
Section 8
Any property acquired by the regional group shall belong to GSTS Alumni Association of North America.
Section 9
Regional executives other than the Regional Representative shall not be members of the National Executive Committee.
Section 10
In conducting their activities, regional representatives/ members/ groups shall be subject to the letter and spirit of this constitution as well as its bylaws.
Section 11
The National Executive Committee with approval from the Board of Trustees reserves the right to dissolve or restructure any regional group whenever necessary or when the actions of the regional group are inconsistent with the aims of GSTS Alumni Association of North America.
Section 12
There shall be no position(s) or office(s) of Regional Representative(s) unless a regional group has been duly formed by The National Executive Committee and approved by the Board of Trustees.
Article VI. CONFERENCES & MEETINGS
Section 1
There shall be an Annual National Conference, to be organized by the National Conference Coordinator. At this meeting, a National Membership Meeting shall be held.
Section 2
There shall be regular general meetings convened by the National Executive Committee. Such meetings shall be held in person or by any prior approved electronic means (For example, teleconferencing could be used for such meetings).
Section 3
With the approval of the National Executive Committee, regions shall conduct an annual Regional Conference each year. At that time, a Regional Membership Meeting shall be held.
Article VII. AMENDMENTS AND REVISIONS
Section 1
Amendments or revisions shall be made to this Constitution by a majority vote of two thirds (2/3) of active members voting at a National Membership Meeting as specified in the by-laws governing the amendments and revisions to this constitution.
Section 2
Amendments or revisions to the constitution may be proposed by any active member, by a Regional Group, by the National Executive Committee or by the Board of Trustees as specified in the by-laws governing amendments to this constitution.
Section 3
Proposed amendments or revisions must be sent in writing to all members as specified in the by-laws.
Section 4
Amendments or revisions duly voted (ratified) by the General active membership take immediate effect unless otherwise stated. Ratified amendments supersede any conflicting provisions.
Section 5
Where a total revision of the constitution is required, a constitutional committee shall be empanelled to review and propose amendments or revisions to the constitution and its bylaws. Amendments or revisions proposed by this committee shall be presented as a single amendment or revision or as separate amendments.
Section 6
Individual amendments made in a proposed amendment or revision to the constitution could be debated individually and voted up or down by the General Active membership.
Article VIII. BY-LAWS
Section 1
There shall be bylaws to this constitution which will outline the rules of procedure for this Association. All bylaws shall be consistent with the constitution.
Section 2
Active members shall propose bylaws or amendments to existing bylaws to supplement this Constitution.
Section 3
Such new bylaws or amendments to existing bylaws of this constitution shall come into effect if:
It receives approval by a 2/3 (two-thirds) majority vote of active members voting in person or by mail ballot or by electronic vote at a National Membership meeting or duly convened general meeting.
Section 4
Upon passage, amendments to the bylaws shall take effect at the end of that vote, unless otherwise specified.
ARTICLE IX. TRANSITIONAL PROVISIONS
Section 1
There shall be a transitional period of no more than four weeks for newly elected National Executives Committee Members to take office. This transitional period ends no more than four weeks after the election of the new executive committee members.
Section 2
During the transitional period, there shall be an orderly transfer of property, notes, funds, records and any pertinent information from outgoing National Executive Committee members to the incoming National Executive Committee Members.
Section 3
During the transitional period, outgoing National Executive Committee member shall continue to act on behalf of the Association in consultation with the incoming National Executive Committee members until a formal handover comes into effect at a scheduled National or general meeting.
ARTICLE X. REMOVAL OF NATIONAL EXECUTIVE COMMITTEE OFFICERS AND MEMBERS OF THE BOARD OF TRUSTEES
Section 1
A member of the Board of Trustees, a National Executive Committee Member (Officer) or Committee member may be removed from office or a committee for malfeasance, misfeasance or nonfeasance if two-thirds of Active members voting on the issue at a meeting, vote to remove the said member.
Section 2
The process of removing a member of the Board of Trustees, a National Executive Committee Officer or Committee member from office or a committee will be guided by relevant by-laws in this constitution.
Article XI. RATIFICATION
Section 1
This Constitution as amended or revised shall take effect upon ratification by a two thirds (2/3) majority of active members voting in person, or by mail or electronic means at a National Membership Meeting.
Section 2.
Upon ratification, any prior actions or inaction taken by the Board of Trustees or the National Executive Committee in the interest of GSTS Alumni Association North America shall remain valid provided it is consistent with this constitution. Section 3.
Upon ratification, this Constitution as amended or revised shall supersede all previous Constitutions of the Association.
At a meeting of the GSTS Alumni Association, held on this day of August 7, 2010, two thirds (2/3) of active members voted to revise the previous Constitution and By-Laws of the GSTS Alumni Association pursuant to Article VI and Section 1 and Section 4 of the bylaws of the previous constitution (as amended)".
BY-LAWS TO THE CONSTITUTION
I. MEMBERSHIP
There shall be four categories of membership:
A. Active Membership:
Any alumni of GSTS may join the Association as Active Members if they successfully completed at least one term and are on record at the school and have:
a. Completed a membership application, and b. Paid their annual membership dues.
B. Honorary and Affiliate Membership:
Any individual or organization interested in supporting the mission of the Association and has:
a. Registered with the General Secretary, b. Paid the appropriate annual membership dues,
c. Been approved by the Board of Trustees.
C. Lifetime Membership:
a) The amount for Lifetime Membership will be derived from the following formula: 20yrs times the current annual dues. For example, a member wanting to become a lifetime member, today, will have to pay $2000.00 (20yrs x $100.00/yr).
b) Those aspiring to be lifetime members will continue to pay their annual dues in addition to the sum for the lifetime membership until all payments are received within the time frame decided by the committee and accepted by the general body.
Members will have up to 4 years to complete payment of the total sum; with a quarter of the amount being paid in the first year and half in the second year, three-quarters in the third year and the remaining amount in the last year.
c) Members whose employers match their contribution will be given the credit for said match up till the sum for the lifetime dues is fulfilled [as any member who pays or raises $2000.00 via employer-match-up contributions becomes a lifetime member]. Should the match up contributions continue in the ensuing years, members will have the right to decide where those contributions are to be allocated.
d) Where a member is unable to fulfill his obligation prior to the expiration of the time limit of 4 years, member will be given the opportunity to put; the amount already paid; where they so desire. In such cases, members will be given the opportunity to also use the amount collected toward future dues.
e) Members, who find themselves as described in d), will have to start from the beginning if they so desire to attain lifetime membership and will begin a new timeline of 4 years to meet such obligation.
D. De Facto Membership:
Any alumnus who has not applied for membership or paid the required annual membership dues shall be deemed a de facto member of the association.
E. Active Membership is for a one-year term; beginning January 1 to December 31.
F. Unless reactivated in the current year, prior year active membership shall expire on the date of the current year’s National Annual Membership Meeting/Convention.
G. Only Active and Lifetime Members shall be entitled to vote at national and regional membership meetings. For the purposes of voting members who were active in the immediate past year or currently active members can vote. Affiliate and Honorary Members may petition the Board of Trustees to vote at the Annual National Membership Meeting. De Facto members shall not vote on any issue at anytime.
II. EXECUTIVE COMMITTEE
Section 1
Qualifications:
A. National Executive Committee Members or Officers shall be elected from those individual persons duly recognized as Active Members.
B. A person can run for a National Executive Office if he/she has been an active member for at least one (1) year prior to the date of his/her election.
Section 2
Terms of Office:
A. National Executive Officers shall serve from the end of the transitional period following the National Meeting at which they were elected for a period of two years.
B. The Handing Over date shall not exceed four weeks after the completion of the National meeting at which they were elected.
C. Regional Officers shall serve from the end of the transitional period following the completion of the Regional Membership meeting at which they were elected for a period of two years.
D. Any officer appointed to the National Executive Committee to serve an abbreviated term shall serve until the next National Elections for that position.
E. No Officer shall be elected to three consecutive terms for the same position.
Section 3
Duties
A. The National Executive Committee shall:
1. Manage the Association by the stated purposes of Article I, Section 2, of the Constitution.
2. Schedule and organize all meetings for the Association.
3. Establish dues and membership guidelines.
4. Appoint ad hoc committees.
5. Review and approve the Chair of each ad hoc committee.
6. Review and approve the budget and plan of activities submitted by each region and committee.
7. Specifically find practical ways to assist the GSTS.
8. Organize programs and activities for the association.
B. The National President shall:
1. Serve as the Association's Chief Executive Officer (CEO) and run its day-to-day activities.
2. Chair the meetings of the National Executive Committee.
3. Represent the Association in external affairs.
4. Prepare and submit an annual written report to the membership at the Annual National Conference.
5. Serve as an Ex Officio member of the Board of Trustees.
6. Supervises the elections for the position of the Chairman of the Board of Trustees.
C. The Vice-President shall:
1. Assume the position of National President, should the position become vacant mid-term.
2. Assist the National President in the performance of his duties.
3. Act for the National President whenever he is absent or unable to perform his duties.
D. The General Secretary shall:
1. Serve as the Association's Secretary & Chief Information Officer (CIO).
2. Report the minutes of all Executive Committee and National meetings.
3. Manage a clearinghouse of information for the membership.
4. Oversee production and distribution of a National Newsletter at least twice a year.
5. Promote a comprehensive electronic mail network among the membership.
6. Oversee production and distribution of special topic reports as directed by the National Executive Committee.
7. Conduct all balloting for the Association.
8. Maintain a secure database of the membership.
9. Prepare and submit an annual membership report for the Association at the Annual National Conference.
E. The Deputy General Secretary shall:
1. Assist the General Secretary in the performance of his duties.
2. Act for the General Secretary in his absence.
F. The Treasurer shall:
1. Serve as the Association's Chief Financial Officer (CFO).
2. Prepare an annual budget for the Association.
3. Oversee the collection and distribution of all funds.
4. Keep appropriate records of all financial transactions by the Association.
5. Manage the assets and investment of the Association's funds.
6. Prepare a report for each Executive Committee Meeting.
7. If need be; spend up to a hundred dollars ($100) of association funds without prior approval; for the furtherance of the association’s goals.
8. Seek approval from the National Executive Committee for total monthly expenditure over $500.00.
9. Send monthly income statement by email to members.
G. The Deputy Treasurer shall:
1. Assist the Treasurer in the performance of his duties.
2. Act for the Treasurer in his absence.
H. The National Conference Coordinator shall:
1. Have primary responsibility for organizing conferences, especially, the Annual National Conference.
2. Secure meeting places and accommodation for such conferences.
I. Regional Representatives Shall:
1. Be the primary leader and organizer for the association in a specific region of North America as determined by the National Executive Committee.
2. Be the representative and advocate for the needs of the regional group at the National Executive Committee.
Section 4
National Executive Committee Election Guidelines:
A) Members of the National Executive Committee shall be elected at the Annual National Membership Meeting.
B) Elections for the National Executive Committee shall be overseen by an Ad hoc Election Committee whose composition and functions are as described in the bylaws to this constitution.
C) Nominations for the various positions shall be opened and communicated to the membership at least 5 days before the actual votes.
D) Candidates for the National Executive Committee shall be nominated by any Active member in good standing.
E) Only members who have been active members for at least one year shall be eligible to serve on the National Executive Committee.
F) Candidates running for positions on the National Executive Committee may have their personal and career profiles included in the Annual National Conference package mailed or electronically sent out to members prior to the meeting.
G) Each candidate shall give at most a five minute presentation at the Annual National Meeting prior to the vote.
H) Candidates shall be elected on the basis of a simple majority (50% +1) of the valid votes cast at the Annual National Meeting.
I) Valid votes shall include non-defective ballots cast in person by a qualified voter as determined by this constitution. Mailed in ballots shall be considered if signed and received before the vote.
J) Where no candidate obtains such a majority in the first round of balloting, the two leading candidates for an office shall engage in a run-off.
K) Only the Chairman of the Ad-hoc Electoral Committee or his/her representative shall announce the results of the vote/election.
Section 5
Executive Committee Meetings
A. General Provisions:
1. Each National Executive Officer has one vote, which may be cast, in person or by electronic media.
2. For a quorum, a majority of National Executive Officers must be present, either physically or by electronic media.
3. If a quorum is present, a majority vote of members present, physically or by electronic media, decides the outcome of any matter that does not amend the constitution or by-laws.
4. Signed, written absentee ballots for specific issues shall be allowed for physical meetings.
5. A summary of motions passed at each meeting will be sent to each member within fourteen days of the end of the meeting, and a copy of the minutes from each Executive Committee Meeting will be sent to each member within two months of the end of the National Executive Committee meeting.
B. Frequency:
1. The National Executive Committee shall meet at least once a month.
2. The National Executive Committee may meet regularly via e-mail and teleconferencing between committee meetings.
3. In addition to committee meetings, the National Executive Committee shall organize and participate in general membership meetings at least once a month and the Annual Membership meeting at least once every year.
C. Notification
The General Secretary shall send by mail or by email an agenda to all Active members at least fourteen (14) days prior to any meeting requiring the physical presence of members, and at least seven (7) days prior to any meeting by electronic means such as e-mail, instant messaging or tele-conference meeting.
Section 6
Procedures:
A. Any actions taken by a National Executive Committee Member (Officer) on behalf of the Association may be overruled by a majority vote of the Executive Committee.
B. Resignation of a National Executive Committee Member (Officer) is effective when it is received in writing by the National President and the Board of Trustees. In the case of resignation of the National President, the said notification is effective upon receipt by the General Secretary and the Board of Trustees.
C. When the National Executive Committee lets a contract for an amount in excess of one thousand dollars ($1,000), it shall solicit bids from competing firms. Before the contract is let, the Committee must receive at least three competitive bids, or show cause as to why that is not possible. The Committee shall notify the Board of Trustees in writing and provide explanations as to why the particular bid was selected.
III. POLICY FOR CONSTITUTIONAL AMENDMENTS AND REVISIONS
Section 1:
Proposed constitutional amendments or revisions as specified in Article VII of the Constitution shall be collected and distributed once a year in the following fashion: Schedule for mailing proposed amendment/revisions(s):
A. All proposed amendments or revisions shall be received by the General Secretary at least 60 days prior to the Annual National Membership Meeting.
B. Proposed amendments or revisions shall be sent by mail or by electronic means to all active members. The amendment/revision proposal shall be mailed or electronically sent at least 30 days before the Annual National Membership Meeting.
Section 2:
Contents of Amendment Proposal(s):
The amendment or revision proposal shall contain the following for each proposed amendment to the constitution or its bylaws:
1. The text of the proposed amendment or revision and at least one paragraph (not more than 250 words) rationale for the amendment, written by the author(s) of the proposed amendment.
2. In the case of a constitutional review (revision), the whole proposed review shall be tabled as one amendment.
3. A financial impact statement, written by the author(s) of the proposed amendment.
4. At least one statement, written by a member of the Executive Committee, or its nominee, or any active member summarizing the pros and cons of the amendment or revision.
5. A ballot, on which is printed the title of the proposed amendment or revision (and any numerical designation it has been given), options for YES, NO or ABSTAIN votes, and space for the name and signature of the active member casting the vote.
Section 3:
Debate
A. At the Annual National Membership Meeting, time will be set aside to debate and discuss tabled proposed amendments or revisions prior to a vote.
B. Debate shall be limited to 15 minutes per amendment (5 minutes in favor, 5 minutes against and 2.5 minutes each for a response for and against) or one (1) hour for constitutional revisions.
C. In the case of a constitutional review (revision), any section of the proposed review may be tabled for a debate and an up or down vote for or against that specific section taken prior to a vote on the entire revised (document).
D. This debate session (or these sessions) will be chaired by the President or his nominee from the National Executive Committee, and run under the rules consistent with these by laws and outlined by the Presiding Chair.
Section 4
Voting:
A. After debating the proposed amendment/revision(s), voting shall proceed by ballot at the Annual National Membership Meeting at a time specified by the Election Commissioner of the Ad Hoc Election Committee.
B. Ballots that are received prior to or on the day of the Annual National Membership Meeting shall also be counted.
C. A constitutional amendment or revision shall be considered as passed if two thirds (2/3) of active members, who cast valid ballots, vote in the affirmative and the amendment or revision has met all the conditions outlined in Article VII of this constitution.
D. An amendment or revision to the by-laws of this constitution is considered passed if a two thirds majority (2/3) of active members, who cast valid ballots, vote in the affirmative, and the amendment, or revision has met all the conditions outlined in Article VII of this constitution.
E. Blank ballots will not be accepted and will not be counted as part of the vote.
IV. FINANCES
Section 1
Budget
A. A budget shall be proposed by the Executive Committee and approved by the Board of Trustees prior to the beginning of each fiscal year.
B. A majority vote of the Board of Trustees is required to authorize spending in amounts, which exceed a particular line item of an approved budget.
C. All checks drawn on the Association’s bank account shall be jointly signed by the Treasurer or the Deputy Treasurer and one of the following Executive Committee members:
The President
The Vice President (in the absence of the President)
The Secretary
D. The treasurer shall make quarterly and yearly statements available to all active members.
Section 2
Fiscal Year
The fiscal year of the Association shall begin on January 1 and end on December 31 of the same year.
V. DUES
A. All members shall be assessed an annual membership dues for the support of the Association. Such dues shall be proposed by the National Executive Committee at the beginning of each fiscal year.
B. The National Executive Committee shall set the dues structure for the categories of membership annually.
VI. MEMBERSHIP MEETINGS
Section 1
Annual National Membership Meeting
A. General Provisions:
1. At least thirty percent (30%) of the number present at the previous Annual National Membership Meeting shall constitute a quorum.
2. A quorum is only required for a binding vote to take place.
3. A majority of voting members present shall decide the outcome of any matter except for amendments or revisions to the Constitution and its By-Laws which is governed by specific provisions in this constitution.
4. Each active member in attendance at the meeting shall have no more than one (1) vote on any issue.
B. Date:
1. The Annual National Membership Meeting shall take place each year during the Annual National Conference.
2. The National Conference Coordinator, at the direction of the Executive Committee, shall mail each member a notice of the meeting at least ninety (90) days before the start of the meeting.
C. Location:
1. The Executive Committee shall receive proposals from members on the location of the next Annual National Meeting.
2. These proposals shall be submitted to the General Secretary at least 30 days before the Annual National Membership Meeting.
3. The General Secretary shall send notices of these proposals as they become available.
4. Rotation should be encouraged among the host cities or regions.
5. No city, state or region shall host the Annual National Membership Meeting for more than two consecutive years.
6. Cites/states/regions bidding for the opportunity to host the next Annual National Conference shall make a presentation of their proposal to the membership at the Annual National Membership Meeting.
7. The national membership, at its next general meeting following the Annual National Membership Meeting, shall vote on the place for the next Annual National Membership Meeting based on proposals put forward by the various competitors.
Section 2
Regional Membership Meetings
A. Regional Meetings and agendas for such meetings shall be approved by the National Executive Committee and conducted in a manner agreed upon by the members of the region.
B. Resolutions and amendments to the Constitution and its by-laws proposed at Regional Meetings shall follow the same procedures set forth in this constitution and its by-laws.
C. Other than the Regional Representative, all other regional executives shall be elected at the Annual Regional Membership Meeting.
D. The regional meeting scheduled for regional elections shall be approved by the National Executive Committee.
E. The Annual Regional Membership Meeting shall be scheduled each year during the Annual Regional Conference and with approval from the National Executive Committee.
VII. COMMITTEES:
A. Committees or Ad hoc committees may be established by a majority vote of the National Executive Committee.
B. Members of the committee may be elected by the general membership or appointed by the National Executive Committee. The decision to elect members to a committee or to appoint members to the committee is left at the discretion of the National Executive Committee.
C. All committees shall have a Chairman and other members.
D. The Chairman of a committee may be appointed by the National Executive Committee or chosen by members of the newly formed committee.
E. Committee Chairs shall prepare a report for the National Executive Committee as indicated in the terms of appointment.
F. Committees shall issue reports, financial statements at the Annual National Membership Meeting or at a general membership meeting.
G. Ad Hoc committees shall be charged with specific task(s). After completion of their task(s), the committees shall be dissolved.
H. For the purposes of amending the constitution and its by-laws or electing National Executive Committee members (Officers) during the National Membership Meeting, an AD-HOC VOTING or ELECTION COMMITTEE comprising of two (2) non- executive active members, one (1) member of the Board of Trustees and the current General Secretary shall be formed.
I. This voting or election committee shall oversee the whole voting/election process during votes to amend the constitution and its bylaws or during election of new National Executive Committee members (officers).
J. The General Secretary will be responsible for preparing ballots for the vote/election and shall have an advisory role on this committee.
K. One of the two non-executives or non-trustee members of the voting/election committee shall chair the committee and be responsible for conducting a free and fair ballot and shall also be responsible for announcing the results of the vote/election.
L. Challenges to election results shall be lodged with the Board of Trustees within 48 hours after the ballot.
M. The Board of Trustees reserves the right to affirm the results of the election or order a new election if sufficient evidence exists to support an unfair voting or electoral process.
VIII. REMOVAL & REPLACEMENT OF OFFICERS AND TRUSTEES:
A. A member of the Board of Trustees, an Executive Committee Member or Committee Member shall be removed from office for malfeasance, misfeasance or nonfeasance if two-thirds of Active members voting on the issue at a meeting, vote to remove the said member.
B. The petition to remove a Trustee, Officer or Committee Member shall be presented in a written form by any active member, the National Executive Committee or the Board of Trustees.
C. The petition to remove should be filed with the General Secretary and should clearly state the reason(s) why the said Trustee, Executive Officer or Committee Chair should be removed from office.
D. The General Secretary shall inform the National Executive Committee and Board of Trustees about the existence filing of this said petition.
E. The petition to remove the Trustee, Executive Officer or Committee Member shall be sent by email and or registered mail to the person being removed.
F. The subject of the petition to be removed, that is, the Trustee, Executive Officer or Committee Member shall be given thirty (30) days to respond to the allegation(s) made in the petition, resign or meet with the Board of Trustees to explain the alleged malfeasance, misfeasance or nonfeasance.
G. Unless invited, the subject of the vote to remove, that is the Trustee, Executive Officer or Committee Member shall be excluded from all meetings or deliberations involving the petition to remove.
H. Based on the information presented by both sides, the Board of Trustees shall meet to decide whether to recommend a vote to remove by the general active membership.
I. If the Board of Trustees votes to recommend the vote to remove, they shall forward the petition through the National Executive Committee to the general active membership where a majority vote of two-thirds of Active members voting on the issue at a meeting, shall result in the removal of the member.
J. If the Board of Trustees votes not to recommend the vote to remove, they shall forward their findings to the National Executive Committee. The petitioner shall be informed of the findings and given the opportunity to withdraw the petition to remove.
K. If the petitioner chooses not to withdraw the petition. The National Executive Committee shall advance the petition to the general membership for a vote to remove.
L. The petitioners of the vote to remove, a designee of the Board of Trustees, the Trustee, National Executive Officer or Committee Member being removed, reserves the right to address the general membership meeting prior to the vote to remove from office.
M. Removal and/or resignation of a Trustee, a National Executive Committee member shall not entitle said person to any financial restitution. He shall return all items belonging to the Association.
N. Where necessary or required, the Association reserves the right to pursue legal action against any member.
O. The same process used to remove Trustees; National Executive Officers and Committee members from office shall be used when stripping members of their membership.
IX. VACANCIES:
A. In the event that the National President office becomes vacant, the Vice President shall act as the National President.
B. In the event that the Treasurer’s, the General Secretary’s office becomes vacant, the Deputy Treasurer and Deputy General Secretary shall act until the next election for those offices.
C. In the event that any other Executive Committee office becomes vacant, the Board of Trustees shall, by majority vote, fill the position by appointment within 30 days. Such person shall assume the vacant office immediately and shall hold office until the next Annual National Meeting, at which time an election shall be held.
CONFLICT OF INTEREST:
1. All members shall disclose any actual or potential conflict of interest between themselves and the association.
2. A potential or actual conflict of interest does not necessarily preclude the association from doing business with the individual or entity in question if the necessary disclosures of this conflict are made.
3. For the purposes of this constitution, a conflict of interest exists if an individual or entity with authority in this association is in the position to influence the outcome of a decision or action of this association for personal or corporate gain.
Violations of the conflict of interest policy:
a. If the Board of Trustees or National Executive Committee has reasonable causes to believe a member has failed to disclose actual or potential conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after further investigations as warranted by the circumstances, the Board of Trustees or National Executive Committee determines that the member deliberately failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
XI. COMPENSATION:
1. The Association shall not pay any Board of Trustees, Executive Committee or other committee or active Member a salary, wage or stipend.
2. The Association shall reimburse such individuals for expenses incurred in furthering the purposes of the Association as defined in the Constitution, upon approval of the Board of Trustees.
3. The net earnings of the Association shall not be given out to the benefit of, or be distributable to its members, trustees, officers, or other private persons, for the purpose of profit sharing.
4. The association is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 1 of this constitution.
5. No part of the activities of the Association shall involve carrying political propaganda, or otherwise attempting to influence legislation.
6. 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.
7. Notwithstanding any other provisions of these articles, the Association shall not engage in any other activities not permitted to be carried on (a) by an Association exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an Association, whose contribution to, are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
XII. INDEMNIFICATION
For the Association to indemnify an Executive Committee Member (Officer), a member of the Board of Trustees or a Committee member for reasonable expenses of a legal action, the individual must have acted in furtherance of the Association's purpose, as defined in the Constitution, and in accordance with directives of the Board of Trustees and/or Executive Committee.
XIII. PARLIAMENTARY PROCEDURES
All procedural matters not specified herein shall be resolved in accordance with the latest edition of Robert’s Rules of Order.
XIV. DIVERSITY OF REPRESENTATION
The Association is strongly committed to a policy of diverse representation among its Members, Regions, and Trustees. In furtherance of this objective, discrimination on the basis of age, socioeconomic status, disability, ethnic or national origin, gender, marital status, political orientation, race or religion is prohibited.
XV. DISSOLUTION
Assets remaining after the dissolution of the Association and the satisfaction of creditors are to be transferred to organizations which have both a similar purpose to the Association, as defined in the Constitution, and which comply with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
XVII. ASSOCIATION CO-SPONSORSHIP Co-sponsorship of events or conferences by the Association does not require nor prohibit any financial obligations.