AMENDED AND RESTATED CONSTITUTION 

OF 

BREWERVILLE CIVIC ASSOCIATION, INC.

A Non-profit Corporation established 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 this Constitution as the governing document of the Corporation.

 

ARTICLE I:  PURPOSE

 

The purposes for which the Corporation is formed are exclusively for charitable, educational, religious and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  In furtherance of these purposes, the Corporation shall provide financial and other assistance to local officials, groups, schools, churches, and other entities in Brewerville and its vicinity which will enable them to:

 

1. Educate and support the education of the public in Brewerville and its vicinity in all areas of reading, writing, math, other academic studies for children, as well as adult-education and training in various skills and crafts;

 

2. Educate and support the education of the public in Brewerville and its vicinity in the areas of sanitation, nutrition, literacy and basic health care;

 

3. Initiate, participate in and/or support efforts in Brewerville and its vicinity to identify and develop revenue sources compatible with social and economic growth.

 

4. Empower the residents of Brewerville and its vicinity to regain self-sufficiency.

 

5. Associate and work with other community based organizations and groups.

 

ARTICLE II:  ORGANIZATION

 

1. MEMBERSHIP

 

1. Membership in the Corporation shall be opened to all Brewervillians, descendants of Brewervillians, their spouses and friends of Brewervillians.

 

2. For purposes of this Constitution, the term “Brewervillian” shall denote any person who currently resides in, or resided in Brewerville for any period of time.

 

3. For purposes of this Constitution, the term “descendant of a Brewervillian” shall denote any person who is descended from a Brewervillian.

 

4. To become a member “in good standing”, one must meet the requirement of this section by paying an annual membership due in an amount to be determined in accordance with Section 2.7 of the By-Laws of the Corporation, to be enacted subsequent to this Constitution.  A member “in good standing” is entitled to full participation in the Corporation, including the right to vote. 

 

5. Duration, withdrawal, termination, suspension and expulsion of membership shall be in accordance with Article II of the By-Laws of the Corporation, to be enacted subsequent this Constitution.     

 

2. ORGANIZATIONAL STRUCTURE

 

1. Annual Convention:  There shall be an Annual Convention consisting of all members of the Corporation that shall convene once a year in accordance with Article IV of the By-Laws of the Corporation, to be enacted subsequent to this Constitution.  Each “member in good standing” shall be entitled to one vote during the Convention. Decision at the Convention shall be made by a majority vote of members present who are eligible to vote.

 

2. Board of Directors:  There shall be a Board of Directors (hereinafter referred to as the “Board”), which shall be the policy making body of the Corporation. The Board shall meet at least twice a year before the Annual Convention, and, may at such meeting, develop and propose new programs and policies for approval at the Annual Conventions. The Board shall be made up of the following: the National Director, the Director of Records & Correspondence, the Director of Finance, the Director of Legal Affairs, the Director for Special Projects, and a representative from each Local Chapter.

 

1. Advisory Committee.  There shall also be an Advisory Committee whose duties and responsibilities shall be determined by the Board in accordance with Article V hereof.

 

2. Quorum.  A “quorum” at any given Board meeting shall consist of five (5) Board members to include two directors elected at the Annual Convention and three directors from Local Chapters.

 

3. Local Chapters:  There shall be various Local Chapters of the Corporation throughout the United States of America, which shall, except otherwise provided for in this Constitution, be formed and conducted according to the procedures set forth in Article III of the Corporation’s By-laws, to be enacted subsequent to this Constitution. The Local Chapters shall plan and implement programs and policies designed to aid the Corporation in achieving its objectives, although the implementation of such programs shall be subject to the approval of the Board. A “President” shall be elected by the eligible voting members to lead each Local Chapter.

 

4. Standing Committees:  There shall be seven (7) Standing Committees of the Corporation headed by its respective Director as follows:

 

1. Records and Correspondence Committee
2. Finance Committee
3. Special Projects Committee
4. Audit Committee
5. Legal Affairs Committee
6. Elections Committee
7. Religious Affairs Committee

 

5. Ad-Hoc Committees:   The Board shall, from time to time, create ad-hoc committees as the need arises.  Such ad-hoc committees shall exist until dissolution by the Board.

 

6. Fiscal Year:  The Fiscal year of the Corporation shall begin on October 15 of each year and end on October 14 of the following year.

 

ARTICLE III:  OFFICERS AND THEIR RESPONSIBILITIES

 

1. OFFICERS

 

1. Officers:  The Corporation shall have the following officers:
   1. National Director and Chairperson of the Board of Directors
   2. Vice-National Director
   3. Director of Records and Correspondence
   4. Director of Finance 
   5. Director for Special Projects 
   6. Director for Audits
   7. Director of Legal Affairs
   8. Director for Elections
   9. Director of Religious Affairs
       
2. Election and Term of Office:  Each officer shall all be a member “in good standing”, who shall be elected by a majority vote of the membership present and eligible to vote during the Annual Convention.  All officers must have attended a least two (2) consecutive Conventions prior to being elected to office.  All officers shall be elected to office for a minimum period of two (2) years.  The term of office of The National Director and the Vice-National Director shall be limited to two (2) consecutive terms.

 

2. RESPONSIBILITIES

 

1. National Director:  The National Director shall be the “Chief Executive Officer” of the Corporation and shall serve as Chairperson of the Board of Directors.  The duties of this office shall include, but shall not be limited to:

 

1. Presiding over all Board meetings of the Corporation.

 

2. Presiding over the Annual Convention of the Corporation.

 

3. Countersigning all the Corporation’s checks in conjunction with the Director of Finance prior to the disbursement of any Corporate funds.

 

4. Appointing the Chairperson of all ad-hoc committees with the advice and consent of the Board.

 

5. Making executive decisions, with the advice and consent of the Board, to remove and re-appoint Standing Committee members who do not perform their duties.

 

2. Vice-National Director:   The duties of the Vice-National Director shall include, but shall not be limited to:

 

1. Assisting and work closely with the National Director in carrying out the executive duties of the Corporation.

 

2. Performing all the duties of the National Director in his/her absence or in any event of his/her incapacity for any reason.

 

3. Director of Records and Correspondence:  The duties of the Director of Records and Correspondence shall include, but shall not be limited to:

 

1. Presiding over the Records and Correspondence Committee.

 

2. Acting as custodian of all official records of the Corporation.

 

3. Keeping all Corporation document in a confidential manner.

 

4. Keeping and distribute all official records of the Corporation proceedings, including agendas and minutes.

 

5. Keeping records of attendance at all Board meetings.

 

6. Coordinating all official correspondences of the Corporation.

 

7. Ensuring a continuous update of the Corporation’s membership database.

 

8. Attending all Board meetings.

 

4. Director of Finance:  The Director of Finance shall be the “Chief Financial Officer” of the Corporation and the duties of this office shall include, but shall not be limited to:

 

1. Presiding over the Finance Committee. This committee shall be responsible for the receipt, tracking and disbursement of all funds and/or solicitations.

 

2. Ensuring that all funds of the Corporation are deposited in a bank account bearing only the Corporation’s name.

 

3. Countersigning, along with the National Director, all checks issued by the Corporation on the corporate account.

 

4. Preparing and presenting to the Annual Convention a report showing all receipts and disbursements of the past year and all potential receipts and disbursements for the coming year,

 

5. Sending out quarterly reports with supporting documentation to the Board and the Director of Audits clearly setting forth the financial status of the Corporation.

 

6. Chairing all investment committees and appropriately investing the funds of the Corporation with the advice and consent of the Board. 

 

7. Attending all Board meetings.

 

5. Director for Special Projects:  The duties of the Director for Special Projects shall include, but shall not be limited to:

 

1. Presiding over the Special Projects Committee. This committee shall be responsible for developing, organizing and implementing activities, projects and programs to aid the Corporation in achieving its objectives

 

2. Working closely with the National Director by providing continuous information obtained from the above duty (5a).

 

3. Working closely with the other Standing Committees and Local Chapters to coordinate activities for their regions that are separate from general Corporation activities.

 

6. Director for Audits:  The duties of the Director for Audits shall include, but shall not be limited to:
   1. Conducting financial, timeline, compliance and other audits of the Corporation as may from time to time be necessary and submitting written reports of such audits to the Board.

 

2. Performing quarterly audits of the Corporations  books and submitting written reports of such audits to the Board.

 

3. Submitting a report and summary of the Corporation’s financial status to the Annual Convention.

 

7. Director of Legal Affairs:  The Director of Legal Affairs shall be the “Chief Legal Officer” of the Corporation and the duties of this office shall include, but shall not be limited to:

 

1. Maintaining the incorporation, non-profit and tax-exempt status of the Corporation and providing updates on changes to such status that may affect the Corporation.

 

2. Interpreting and enforcing the Constitution and By-laws of the Corporation.

 

3. Reviewing and maintaining compliance of all Election processes along with the Director for Elections.

 

4. Reviewing all legal issues facing the Corporation and rendering appropriate advice as necessary.

 

5. Attending all Board meeting.

 

8. Director for Elections:  The duties of the Director for Elections shall include, but shall not be limited to:

 

1. Organizing and presiding over all general elections of the Corporation.

 

2. Organizing and continuously review and prepare Election guidelines.

 

3. Making appropriate and timely announcements regarding upcoming elections, including the offices to be filled and the assigned duties thereof.

 

4. Reviewing requirements for eligibility of candidates for various electoral positions.

 

9. Director of Religious Affairs:  The duties of the Director of Religious Affairs shall include, but shall not be limited to:

 

1. Leading all assembly of the Corporation in appropriate religious practices

 

2. Establishing Religious guidelines.  Such guidelines shall define the religious outreach to all Corporation members during times of births, deaths or ailments.

 

3. Ensuring that the Local Chapters have the requisite mechanisms in place to implement religious practices during their regional assemblies

 

4. Ensuring the religious growth of individual members of the Corporation.

 

 

ARTICLE IV:  VACANCIES AND REMOVAL FROM OFFICE

 

1. VACANCIES

 

1. A vacancy shall be deemed to occur when the occupant of any office provided for in this Constitution resigns or is removed from office or becomes incapable of carrying out the functions of the office.

 

2. In the event of a vacancy, the Board shall appoint someone to fill that vacancy.  This appointee shall serve for the remaining duration of the term of that office.

 

3. The Board may also take any other measure it deems appropriate where there is a vacancy.

 

2. REMOVAL FROM OFFICE:   Any person holding office under this Constitution, including those appointed to the various ad-hoc Committees, may be removed from office upon notice, after a hearing, and for cause, by a two-thirds vote of the Board. The Board shall be the sole judge of cause, and its decision shall be final.

 

ARTICLE V:  ESTABLISHMENT OF THE ADVISORY COMMITTEE

 

1. BACKGROUND:  Due to enormous responsibilities entrusted to the Board of the Corporation and the need and commitment to translate our goals and objectives into tangible, workable and realistic outcomes, it has become necessary to engage a level of expertise to advise the Board on aspects of its activities.

 

            Following the decision of the Board and subsequent approval by the membership, a group of experts/advisors under the nomenclature of the Advisory Committee (hereinafter referred to as the “Committee”) shall be selected to function as an advisory body to the Board on issues related to achieving the objectives and purposes of the Corporation.

 

2. RESPONSIBILITIES:  The Committee shall function as an Advisory body and its mandate shall include, but shall not be limited to:
   1. Advising the Board on issues relating to fundraising, financial investment, legal matters, infrastructure and economic development, education, health and other relevant issues that may arise from time to time.

 

2. Attending scheduled and impromptu meetings/conferences relating to the activities of the Corporation.

 

3. Participating in discussion and policy conceptualization of related issues.

 

3. MEMBERSHIP:  The Committee shall consist of five (5) members who shall be drawn from the Corporation’s membership and the general public.  Criteria for selection of the Committee shall be based on individuals with expertise in the related areas and a desire to participate in the activities of the Corporation.

 

4. DURATION OF SERVICE:  The members of the Committee shall serve for a period of two (2) years at the discretion of the Board, and may be reinstated.

 

5. OPERATIONS:  The Committee shall become operational at the ensuing Board meeting immediately following the selection and approval of its members.   Its initial assignment shall include:

 

1. A meeting with the Board.

 

2. A meeting of the entire Advisory Committee.

 

3. A Plan of Action for the Corporation endeavors with all its interrelated components. 

 

ARTICLE VI:  PROCEDURES FOR AMENDMENT 

 

1. PETITION BY MEMBER:  A petition presented by any member of the Corporation during the Annual Convention may propose amendments to this Constitution. Such a petition must be supported by the signatures of ten percent (10%) of the voting members present at the Annual Convention during which the amendment is proposed.

 

2. RESOLUTION BY BOARD:  A resolution presented by the sitting Board during the Annual Convention may propose amendments to this Constitution.

 

3. VOTING ON AMENDMENTS:  All proposed amendments meeting the requirements of this Article VI, Sections A or B hereof, shall be passed upon two-thirds (2/3) vote of all eligible voting members at the Annual Convention during which the petition or resolution was proposed.

 

ARTICLE VII:  ENABLING ACT

 

This Amended and Restated Constitution shall take effect upon approval by two-thirds (2/3) of the eligible voting members present at the Annual Convention during which it is presented.

 

 

The Amended and Restated Constitution of Brewerville Civic Association, Inc.

 

Respectfully Submitted By:

 

THE COMMITTEE TO REDRAFT THE CONSTITUTION AND BY-LAWS 

Mr. Napoleon Outland – Chair

Cllr. Emmanuel James

Cllr. Rosemarie James

Cllr. Alvina Norman

 

Special thanks to Mr. Alexander Massey for his invaluable input.