ASSOCIATION OF GHANAIAN ORIGIN USA INC
BY-LAWS AND ARTICLES OF INCORPORATION
PREAMBLE
The objective of the Association shall be to promote and protect the interests of its members residing in the United States and other boundaries as prescribed in the Association's Articles of Incorporation.
The Association's general purposes, but not limited thereto, are to carry out charitable and educational activities; work for civil and social improvements.
Eligibility for membership in the Association is open to persons of Ghanaian origin and other persons as described in the Association's Articles of Incorporation and By-laws, regardless of ethnicity, disability, political or religious affiliation.
CHAPTER 1: MEMBERSHIP
ARTICLE 1. MEMBERS
Section 1. Any person subscribing to the Association's goals and objectives shall be eligible for membership in the Association.
Section 2. The Board of Directors may provide for a joint membership for two persons living at the same address. Said joint members shall receive only one copy of any notice or other mailing.
Section 3. There shall be three classes of membership: Active, Associate, and Honorary.
a. Active membership shall be open to any person of Ghanaian origin residing in the United States of America.
b. Associate membership shall be open to other persons of non Ghanaian origin in the United States who endorse the core mission, aims and objectives of AGO USA. Associate membership is conferred by the Board of Directors.
c. Honorary Membership shall be open to any group or institution endorsing the aims and objectives of AGO USA. The Honorary membership could lead to partnership.
ARTICLE 2. APPLICATION
Section 1. Any person who is eligible for Active, Associate or Honorary membership may apply for the appropriate membership to the Board of Directors. Members shall promptly notify the organization of any change of address.
Section 2. The Board of Directors may reject an application for membership if it determines that the applicant is not in agreement with the objectives of the Association.
Section 3. A rejected applicant cannot apply again within a year of the date of rejection.
ARTICLE 3. PRIVILEGES
Only Active and Associate Members in good standing shall be privileged to vote, serve as officers, and as members of the Board of Directors.
ARTICLE 4. RESIGNATION
The resignation of a Member shall be addressed to the Board of Directors, tendered by e-mail or by letter to the current address of the Association. A resignation shall not release the Member presenting it from any preexisting obligation to the Association.
ARTICLE 5. REMOVAL
The Board of Directors may remove any Member for good cause shown. Notice to a Member who has been removed shall be made in writing.
ARTICLE 6. MEMBERS WELFARE
a. Members in “good standing” derive many benefits. A member in good standing is one who has paid up his/her annual dues, attends a number of monthly meetings of the Association, and/or participates in events and activities hosted or sponsored by the Association.
b. Events: A member-in-good-standing can request the Association to issue an e-mail encouraging members to attend the event. On such occasions, the Members shall participate and make a token donation.
c. The Association strives to console members in times of misfortune, such as death in the family, illness, and/or hospitalization. Because there is comfort in numbers, the Association seeks to express solidarity by attending gatherings, including funerals, hospital visits, religious gatherings, and other events for such solemn situations. The Executives and Members of AGO USA in their full force team up to console the affected member and his/her family. In the case of a death, a sympathy message is sent out.
d. Suppose the loss impacts a member in good standing directly (i.e., a member’s close or immediate relatives such as parents, children, and spouse, the Association uses its network of members and other forms of publicity to mobilize members and other sympathizers to make financial and other contributions to defray some of the costs incurred by the bereaved family.
e. If the Association is informed that a member is ill or hospitalized, an e-mail goes out to notify members, and a “get-well” message is sent to the member. If permitted, the Executives and members of the Association may visit the member who is ill.
CHAPTER II: MEMBERSHIP MEETINGS
ARTICLE 1. ANNUAL MEETING
Section 1. The Association shall hold an annual meeting of Members which shall be in the month of December in each year, or such other date set by the Board of Directors, and at a time and place set by the Board of Directors.
Section 2. Notice of the time and place of the annual meeting shall be sent to each Member at the Member's record mailing or e-mail address, not less than 20 days prior to the meeting. The notice may be included in a regular publication or another mailing of the Association.
Section 3. The President, the Secretary, and the Financial Secretary shall each make a report at the annual meeting.
ARTICLE 2. MONTHLY MEETINGS
Monthly meetings of the Association shall be held once in each month at a time and place set by the Board of Directors and members. Notice of subsequent monthly meetings may be given at a previous monthly meeting. The Board of Directors, in its discretion, may postpone the holding of any monthly meeting.
ARTICLE 3. SPECIAL MEETINGS
A special meeting of the Association may be called by the Board of Directors. The Secretary, or designee, shall notify each member, at the member's record address or e-mail address, of a special meeting not less than 10 days prior to said meeting. The notice may be included in a regular communication of the Association.
ARTICLE 4. QUORUM
A quorum shall be required for the transaction of business at any regular or special meetings of the Association. A quorum shall consist of ten percent (30%) of the Active Members.
ARTICLE 5. DECISIONS
Every decision of a meeting of the Association shall be by a majority vote of those present unless otherwise required by these By-Laws.
CHAPTER III: NOMINATIONS AND ELECTIONS
ARTICLE 1. NOMINATIONS
Section 1. At the beginning of each year, the Board of Directors shall appoint a Nominating committee consisting of three Active members of the Association who are not members of the Board of Directors seeking election or reelection to any office that year. This committee shall make nominations for officers and those members of the Board of Directors whose terms of office expire at the next annual meeting and shall make a report of such nominations at a meeting of the Association. Other nominations may be made from the floor at the same meeting.
Section 2. No person shall be nominated for a position on the Board of Directors who will not have been an Active Member of the Association for the year immediately preceding the annual meeting at which the election will take place or whose dues are in arrears.
Section 3. No person shall be nominated for the position of President or Treasurer who shall not be a member of the Board of Directors at the time of the nomination.
Section 4. Nominations made in any other manner shall not be considered.
ARTICLE 2. ELECTION
Section 1. The election of officers and members of the Board of Directors shall be held at the annual meeting.
Section 2. Each Active member in good standing shall be entitled to vote by ballot, provided that, if there be but one candidate for any office or vacancy on the Board of Directors, the Secretary may be directed by a vote of the Association to cast a ballot for the full number of votes of the meeting for the said nominee, whereupon the President shall declare him or her elected by acclamation.
CHAPTER IV: BOARD OF DIRECTORS
ARTICLE 1. BOARD OF DIRECTORS
Section 1. There shall be a governing board of ten constituting the Board of Directors which shall exercise their powers and perform their duties in accordance with these By-Laws
Section 2. The Board of Directors shall consist of the President, the Vice-President, the Secretary, the Financial Secretary, the Treasurer, the Organizer and five Directors.
ARTICLE 2. TERMS OF OFFICE OF THE BOARD OF DIRECTORS
Section 1. The term of office of each officer shall be one year and of each Director three years or until a successor shall be elected and qualified, but the term of office of not more than two Directors shall expire normally in any one year.
Section 2. Any officer or Director may resign by giving notice to the Board, the President, or the Secretary.
Section 3. Any officer or Director who is absent from three or more meetings during one calendar year without excuse may be removed by the President. In addition, the Board may, by a two-thirds vote of the Directors in office, remove any Director with or without cause upon no less than 10 days’ written notice to the Director whose removal is proposed.
Section 4. A vacancy in any office shall be filled for the remainder of the term of the vacant position by appointment by the President with the advice and consent of the Board of Directors.
ARTICLE 3. FUNCTIONS AND DUTIES
Section 1. General Functions. The Board of Directors shall manage, direct, control and administer the property, affairs and business of the Association and shall be and act as the custodian of its properties and interests, except such thereof as are placed in the custody and/or the administration of the Treasurer or Secretary by the provisions of these By-Laws.
Section 2. Duties. The Board of Directors shall act for and on behalf of the Association, in all matters within its jurisdiction and do all things required and permitted by these By-Laws to carry out and press forward the objects and interests of the Association.
ARTICLE 4. MEETINGS
Section 1. Regular Meetings. A regular annual meeting shall be held immediately after the annual meeting of members without other notice than this By-Law or at such a time and location as the Board of Directors shall decide, with notice to the Board of Directors. The Board of Directors may decide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any six Directors. The person or persons authorized to call special meetings of the Board may fix any place.
Section 3. Notice. Notice of any special meeting of the Board shall be given at least five days previously thereto by written notice delivered personally or sent by mail or electronically to each Director at the address shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice is sent by facsimile machine or e-mail, such notice shall be deemed to be delivered when it has been transmitted to the facsimile telephone number or e-mail address supplied by the Board member. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless specifically required by law or these By-Laws.
Section 4. Quorum. A quorum shall be necessary to transact any business of the Board of Directors. A majority of directors then holding office shall constitute a quorum. In the absence of a quorum, those present may adjourn the meeting from day to day, or to a later day.
Section 5. Decisions. Every decision of the Board of Directors shall be by a majority vote of those present unless otherwise required by the By-Laws or the laws of the United States.
Section 6. Informal Action by Directors. Any action required by law to be taken at a meeting of the directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if consent in writing or via electronic communication, setting forth the action so taken, shall be approved by all of the Directors.
CHAPTER V: THE OFFICERS
ARTICLE 1. THE PRESIDENT
Section 1. General Duties. The President shall be the administrative head of the Association, shall exercise general supervision of its officers, business, and affairs, and shall perform all the duties incidental to the office, including signing all contracts or designating a person to do so, as well as those other duties that are required to be performed by these By-Laws and those that are properly delegated by the Board of Directors.
Section 2. Special Duties. Preside at Meetings. The President shall, whenever possible, preside at each meeting of the Association and of the Board of Directors.
ARTICLE 2. THE VICE-PRESIDENT
The Vice-President shall possess all the powers and shall perform all the duties of the President in the event of the President's absence or of disability, refusal, or failure to act; and shall perform the other duties that are properly assigned to him or her by the Board of Directors.
ARTICLE 3. THE SECRETARY
Section 1. General Duties.
a. The Secretary shall be an administrative officer of the Association and shall act as the secretary of each meeting of the Association and of the Board of Directors. The Secretary shall perform the duties usual and incidental to the office, and the duties that are required to be performed by him or her by these By-Laws, and the duties that are properly assigned to him or her by the Board of Directors.
b. Minutes of each meeting of the Association and of the Board of Directors shall be taken by the Secretary or designee, and shall show the matters before the meeting, actions taken and (in the case of Board meetings) members in attendance. The minutes of each meeting shall be approved by the Board of Directors.
Section 2. Special Duties. The Secretary shall perform the following duties:
a. Issue Notices. The Secretary, or designee, shall issue all calls and notices of all meetings of the Association and of the Board of Directors, and shall prepare and issue all other notices of the association, except those required to be prepared and issued by the Treasurer.
b. Conduct Correspondence. The Secretary shall conduct the general correspondence of the Association not conducted by the President.
c. Records. The Secretary shall maintain the official records, files and archives of the Association, except the books and records of the Treasurer.
d. Notify Officers and Appointees. The Secretary shall notify each officer and each member of the Board of Directors of the results of each election, and each person appointed of the committee appointment, as the case may be.
ARTICLES 4. THE FINANCIAL SECRETARY
Section 1. General Duties. The Financial Secretary shall be an administrative officer of the Association and shall exercise general supervision of its financial affairs.
Section 2. Special Duties. The Financial Secretary shall perform the following duties:
a. All disbursements shall be made by check or electronic funds transfer, under such requirements as shall be determined by the Board of Directors.
b. He or she shall keep and affix the seal of the Association, and shall sign all agreements, documents, instruments, and matters that require the attestation of the Association, except as otherwise provided in these By-Laws.
c. He or she shall have charge of and maintain the membership rolls.
d. He or she shall perform all duties required to be performed by him or her by these By-Laws, and the duties that are properly assigned to him or her by the Board of Directors.
Section 3. Reports. The Financial Secretary shall make written reports setting forth the financial condition of the Association and its income and expenditures at the annual meeting of the association, and at any meeting of the Board of Directors when called upon to do so.
Section 4. Signature Required. The Financial Secretary, as directed by the President, shall sign all instruments of the Association whereon a signature is required by the law or by these By-Laws.
ARTICLES 5. THE TREASURER
Section 1. General Duties. The Treasurer shall work closely with the Financial Secretary..
Section 2. Special Duties. The Treasurer shall perform the following duties:
a. He or she shall have the custody of its monies and shall maintain a proper set of books of account.
b. He or she shall maintain a checking account in the name of the Association, in a bank approved of by the Board of Directors, and shall sign checks or other papers requiring the payment of money in accordance with VIII.1.2 below.
c. All disbursements shall be made by check or electronic funds transfer, under such requirements as shall be determined by the Board of Directors.
d. He or she shall perform all duties required to be performed by him or her by these By-Laws, and the duties that are properly assigned to him or her by the Board of Directors.
Section 3. Signature Required. The Treasurer, as directed by the President, shall sign all instruments of the Association whereon a signature is required by the law or by these By-Laws.
ARTICLES 6. THE ORGANIZER
Section 1. General Duties. The Organizer shall work to ensure that programs and meetings are run successfully.
Section 2. Special Duties. The Organizer shall perform the following duties:
a. He or she shall have items needed to organize a program or run a meeting..
b. He or she shall request the necessary funding for running a meeting.
c. He or she shall work closely with the executive to plan events.
d. Conducting initial intake interviews with members to identify the scope of their needs and develop an organizing plan.
e. He or she shall perform all duties required to be performed by him or her by these By-Laws, and the duties that are properly assigned to him or her by the Board of Directors.
CHAPTER VI: FEES AND DUES
ARTICLE 1. FEES AND DUES
Section 1. Members
a. The registration fees and monthly dues for Members shall be set by the Board of Directors and any increases approved by a vote of the Members at a meeting of the Association.
b. Any dues paid by members are not refundable.
Section 2. Delinquents
a. Any Member of the Association who is in arrears for dues for three months shall be dropped from membership. If a Member who is in arrears for dues for three months subsequently pays his or her dues at any time during that calendar year, he or she shall be reinstated as a Member and shall be deemed to have been a Member during that entire calendar year.
b. The Board of Directors may, in exceptional instances and for what it deems adequate cause, forgive the annual dues of a Member and may instruct the Financial Secretary not to drop the name of such a Member from the rolls of the Association.
CHAPTER VII: COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee composed of the President, the Vice-President, the Treasurer, the Financial Secretary, the Secretary, and the Organizer. A quorum of the Executive Committee shall consist of the President and any other two members. The Executive Committee may meet on reasonable notice, to be given by the President and which may be given by telephone, e-mail, or in writing, to act on behalf of the full Board upon matters the Committee determines should not wait until a regularly scheduled Board meeting. The Executive Committee may meet in person, by telephone conference call or, in the event of the unanimous consent of all members, by e-mail consent action. All actions taken by the Executive Committee shall be reported to the full Board at the next regularly scheduled Board meeting and shall be incorporated into the minutes of that meeting.
Section 2. Membership Committee. There shall be a Membership Committee composed of Active Members appointed by the President.
Section 3. Other Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the by-laws; electing, appointing or removing any Director or officer of the corporation; amending the articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore, adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and/or appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon the Board or the individual director by law. Except as otherwise provided in the resolution, the President shall appoint the chair of each committee. Any member of such committees may be removed by the committee chair whenever in his or her judgment, the best interests of the corporation shall be served by such removal. A removed member may appeal the removal to the Board of Directors, whose decision shall be final.
Section 4. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner terminated, unless such member be removed from such committee, or unless such member ceases to qualify as a member thereof.
Section 5. Committee Chair. One member of each committee shall be appointed Chair by the person or persons authorized to appoint the members thereof.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the committee.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
CHAPTER VIII: GENERAL PROVISIONS
ARTICLE I. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner, as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or by the President of the Association.
Section 3. Deposit. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for general purposes or for any special purpose of the corporation.
ARTICLE 2. WAIVER OF NOTICE
Whenever any notice is required to be given under the Maryland Non-Profit Corporation Act, the Articles of Incorporation, or these By-Laws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after such time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 3. INSPECTION OF BOOKS AND RECORDS
The correspondence, books of account and records of the Association shall be open to the inspection of any Member of the Association at all reasonable times.
ARTICLE 4. FISCAL YEAR
The fiscal year of the Association shall correspond with the calendar year.
ARTICLE 5. AMENDMENTS TO THE BY-LAWS
These By-Laws may be amended, on the proposition, delivered by mail or electronically, of the Board of Directors by a two-thirds vote of the Members voting at any meeting, provided that each member of the Association shall have been given at least twenty-eight days previous notice of the proposed change.
