AMENDED AND RESTATED BY-LAWS
OF
BREWERVILLE CIVIC ASSOCIATION, INC.
A Non-Profit Corporation Organized under the Laws of the State of Delaware
PREAMBLE
We, Brewervillians, descendants of Brewervillians and friends of Brewervillians of the City of Brewerville, Montserrado County, Republic of Liberia residing in the United States of America have come together to form ourselves in a non-profit Corporation, under the name of Brewerville Civic Association, Inc. (hereinafter referred to as the “Corporation”), and do hereby establish these By-Laws as the rules and regulations of the Corporation. There having been established a Board of Directors (hereinafter referred to as the “Board) under the previously adopted Amended and Restated Constitution of the Corporation, which shall be the governing body of the Corporation.
ARTICLE I: CORPORATE OFFICES
Section 1.1 Principle Office
The principle office of the Corporation shall be located at _____________________________. The Corporation may establish other offices as may from time to time be designated by the Board.
Section 1.2 Chapter Offices
The Corporation shall, aside from its principle office, have other subsidiary offices represented at the sites of its Local Chapters, which is widespread throughout the United States. Local Chapter members shall establish such subsidiary offices in accordance with the terms of Article III hereof.
ARTICLE II: MEMBERSHIP AND DUES
Section 2.1 Eligibility
Membership in the Corporation shall be opened to all Brewervillians, descendants of Brewervillians, their spouses and friends of Brewervillians of the City of Brewerville, Montserrado County, Republic of Liberia who currently resides in, or resided in Brewerville for any period of time.
Section 2.2 Members in Good Standing
In order to become and remain a “member in good standing” of the Corporation, each member must pay dues in accordance with Section 2.7 hereof.
Section 2.3 Duration of Membership
Membership in the Corporation shall be for as long as a member remains “in good standing” as provided in these By-Laws. Membership is nontransferable and shall cease upon death, voluntary withdrawal or expulsion as provided in these By-Laws.
Section 2.4 Termination of Membership
Membership in the Corporation shall automatically terminate on the member’s death.
Section 2.5 Voluntary Withdrawal of Membership
Any member may, by giving written notice of such intention, voluntarily withdraw from the Corporation. All rights, privileges and interest of a member in or to the Corporation shall cease upon such withdrawal. Voluntary withdrawals shall be effective on fulfillment of all outstanding debts and obligations owed to the Corporation.
Section 2.6 Expulsion/Suspension
If any member of the Corporation shall be charged with conduct detrimental to the objectives or interests of the Corporation or be in violation if its Constitution and By-Laws, a “Membership Committee” shall be convened to consider the matter and it shall decide to take further action. A copy of the charges shall be sent to the accused member at his/her last known address via registered or certified mail and said member shall be given adequate time to reply. If the Membership Committee decides to take further action in light of the accused member’s reply, a hearing shall be scheduled with notice of said hearing sent to the accused member last known address via registered or certified mail at least eight (8) days before the hearing. The accused member shall be given and opportunity to appear and speak at such hearing. If a majority of the Membership Committee, after a fair and impartial hearing, shall be satisfied of the truth of the charges, the Membership Committee may request that the accused member resign or may suspend or expel the member with conditions imposed at its discretion. Should the accused member refuse to resign on such request, his/her name shall be stricken from the Corporation rolls by the Membership Committee.
Section 2.7 Annual Dues
Each member of the Corporation shall pay dues in the amount of Thirty-Five Dollars ($35.00) per annum. Such dues must be paid, at the latest, during the Annual Convention of the Corporation. The Board may from time to time, change the amount of the annual dues to be paid by the members of the Corporation. All members of the Corporation are expected to pay the required dues in full.
Section 2.8 Voting Rights
Each “member in good standing” of the Corporation shall be entitled to one vote on each matter submitted to a vote by the membership.
Members age sixty-five (65) and older are automatically considered “in good standing” and the annual dues are waived . Such members shall exercised all the rights and privileges of membership as described herein, including the right to vote.
Absentee votes and ballots are not to be entertained as a voting privilege of membership.
Section 2.9 Voting Procedures
Voting for any corporate official position shall be conducted by secret ballots. Any candidate for election at the Annual Convention shall have the right to a “Roll Call” of voters if he/she can reasonable demonstrate to the Board that his/her ability to be elected at the Annual Convention has been compromised. Such candidate will have to show cause why he/she believes his ability to be elected has been compromised.
ARTICLE III: LOCAL CHAPTERS
Section 3.1 Establishment of a Local Chapter
Any ten (10) or more members of the Corporation that reside in the same region or state of the United States may organize into a Local Chapter of the Corporation.
Section 3.2 Organization of a Local Chapter
A Local Chapter shall elect officers that will enable it to execute its purpose. A Local Chapter shall have a “President” to lead it.
Section 3.3 Purpose of the Local Chapters
Each Local Chapter of the Corporation shall be established for the sole purpose of enabling the Corporation to fully carry out its goals and objectives as set forth in the Constitution of the Corporation. As a result, Local Chapter leaderships are expected to work closely with the National Director and the Board for the purposes of carrying out the goals and objectives of the Corporation.
Section 3.4 Activities of the Local Chapters
In general, Local Chapters may conduct such programs and activities as are deemed feasible, to enable the Corporation to accomplish its goals and objectives. However, a Local Chapter leadership must notify the National Director of the Corporation on all planned programs and/or activities at least thirty (30) days before the anticipated date of occurrence of such programs and/or activities. Such information should include, but not be limited to, the nature of the planned program and/or activity, its time and place, and any other pertinent information relating to the program and/or activity. If the nature of a particular planned program and/or activity is such that the National Director does not deem it appropriate for the Local Chapter to execute (either because such activity does not meet the Corporation goals and objectives or for any other reason consistent with the Constitution and these By-Laws), the National Director shall immediately inform such Local Chapter leadership not to conduct the program and/or activity. The Board shall be immediately advised on this issue for any render of an approval.
The Local Chapter must comply with the combined opinion, consistent with the Constitution and these By-Laws, of the National Director and the Board. Any non-compliance on the part of the Local Chapter shall be deemed non-representative of the Corporation.
Section 3.5 Chapter Assessment
Each Local Chapter shall pay an annual assessment fee in the amount to be determined at the Annual Convention.
Section 3.6 Quarterly Reports of Local Chapters
Each Local Chapter must file a quarterly report with the National Director of Records and Correspondence no later than thirty (30) days after the end of each quarter. For purposes of this section, the Local Chapter quarters will be deemed to end on December 31st, March 31st, June 30th and September 30th of each calendar year. Such quarterly reports must include a summary of all programs and/or activities planned or previously conducted by the Local Chapter and all operational report for the quarter.
Section 3.7 Financial Reports of the Local Chapters
Each Local Chapter President shall file an annual financial report with the Director for Audits and the Director of Finance of the Corporation no later than thirty (30) days before the scheduled date for the next Annual Convention of the Corporation. Such annual financial reports must contain an income statement, a balance sheet and the sources and uses of funds. Receipts and other supporting documentation to substantiate the transactions contained therein must support the annual financial reports.
Section 3.8 Representatives of Local Chapters as Members of the Board
The President or a designated representative of a Local Chapter shall be entitled to a seat on the Board. As such, he/she shall be entitled to vote and exercise all rights and privileges as any other Board member of the Corporation. He/she shall be obligated and required to carry out all the duties of a Board member. Local Chapter Presidents’ or their representatives’ term on the Board is limited to their tenure as President or as a designated representative.
ARTICLE IV: CONDUCT OF THE ANNUAL CONVENTION
Section 4.1 Convening of the Annual Convention
The Annual Convention shall take place at a date, time and place to be voted upon during the previous Annual Convention. The Board has discretion to subsequently change such date time and place; however, any such changes must occur sixty (60) days before the previously scheduled Annual Convention and must be immediately communicated to all Local Chapters for dissemination to the Corporation’s members.
Members attending the Annual Convention must be seated, and the Convention must begin no later than the designated time on the designated day for the Convention.
The Convention is considered a formal meeting. All items for discussion shall be added no later than two (2) hours prior to its commencement.
Section 4.2 Reports of Elected and Appointed Officers of the Corporation
All elected National Officers, appointed officers and Local Chapter Presidents of the Corporation must present a report at the Annual Convention. This report shall state the programs and/or activities carried out as well as the achievements made by his/her office during the past fiscal year of the Corporation.
Section 4.3 Fines for Improper and Disruptive Conduct
A fine may be imposed and levied by the National Director onto any member that engages in improper and/or disruptive conduct during the proceedings of the Annual Convention.
ARTICLE V: CONTRACTS, CHECKS, FUNDS AND OTHER ASSETS
Section 5.1 Contracts
The Corporation may authorize any officer or officers to enter into contracts or execute and deliver documents in the name of and on behalf of the Corporation in furtherance of the purposes and objectives of the Corporation.
Section 5.2 Checks, Drafts or Orders for Payment
All checks, drafts, orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by the National Director or such officers or members designated by the National Director or the Board in such manner as shall from time to time be determined necessary to achieve the purposes and objectives of the Corporation.
Section 5.3 Deposits
All funds of the Corporation shall be deposited from time to time in the name of the Corporation in such bank, credit union or other depositories as the Board may select.
Section 5.4 Gifts
The Board may accept on behalf of the Corporation any contribution, gifts, bequest or property for the general purposes or for any special purpose of the Corporation. All properties acquired shall be in the name of the Corporation and the Corporation shall have the right to acquire and dispose of property in its name.
Section 5.5 Finances
The Corporation is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. The Corporation shall use its funds and assets only for the purposes and objectives articulated in its Constitution and in these By-Laws.
ARTICLE VI: POWERS OF BOARD OF DIRECTORS
Section 6.1 Power of the Board of Directors to Amend the By-laws
These By-Laws or any portion hereof, may be amended, repealed or changed in any way by the Board. Such amendment, repeal or change must be voted upon by two-thirds (2/3) of all the members of the Board. Such vote may be done during a regular or at a special called meeting of the Board or by polling of Directors (including telephone polling) conducted by the National Director.
Section 6.2 Appointment of an Advisory Committee
The Board shall appoint an Advisory Committee (hereinafter refereed to as the “Committee”) in accordance with Article V of the Constitution. This Committee shall consist of experts in professional areas of concern to the Board and shall provide consultation and advice to the National Director and the Board as needed.
Section 6.3 Fines for non-compliance
The Board and/or the National Director can impose and levy fines, ranging from $1.00 to $25.00 against any Local Chapter, its elected and appointed officers and members who fail to comply with any provision of these By-laws, or with any provision of the Constitution.
Section 6.4 Policy Making
Where the Constitution and these By-Laws are silent, the Board shall have the power to set policies and guidelines for the smooth and efficient operation of the Corporation, consistent with the Constitution and these By-Laws.
ARTICLE VII: AMENDMENT
These By-Laws of the Corporation may be amended by a two-third (2/3) vote of the Board and shall take effect on the date indicated by the Resolution to Amend.
These Amended and Restated By-Laws of Brewerville Civic Association, Inc. , Respectfully Submitted By:
THE COMMITTEE TO REDRAFT THE CONSTITUTION AND BY-LAWS
Mr. Emmanuel James
Mrs. Rosemarie James
Ms. Alvina Norman
Mr. Napoleon Outland – Chair
Special thanks to Mr. Alexander Massey for his invaluable input.