YORUBA DESCENDANTS ASSOCIATION OF ALABAMA (YDAAL).
(Egbe Omo Yoruba Ni Alabama)
Constitution and Bylaws (Pages 1-10)
ASSOCIATION’S NAME: Yoruba Descendants Association of Alabama Inc. (YDAAI) [Egbe Omo Yoruba Ni Alabama]
GENERAL STATEMENT
We form this Association:
A. For the advancement of our community with the influence of the Yoruba culture and language.
B. For the promotion of friendship and cooperation among its members and the community at large
C. For the Promotion of business, economic and fiscal well being of the community.
D. To support Social, economic and community development in the community through the unique cultural experience of the Yorubas.
E. To cooperate with other bodies with similar aims and objectives in community and nation building
.
F. To promote and encourage the teaching of Yoruba language and culture to our offspring and other interested parties as a means to instill an enduring cultural value in the community.
ARTICLE 1: ESTABLISHMENT OF NAME AND MEETING
1 Section i. We, the descendants of Yorubas living in the state of Alabama, USA hereby come together and form this Non-profit organization for the benefit of mankind and for the promotion of Yoruba culture, values and language among the people of the world.
1 Section ii. The name of this association shall be “Yoruba Descendants Association of Alabama. (YDAAI) [Egbe Omo Yoruba Ni Alabama]” hereafter referred to as “the Organization or Association. (Egbe)”
1 Section iii. The organization shall be non-profit and non-partisan, but shall be actively involved in all communal activities (cultural, economical and social) here in Alabama, USA and the whole world.
1 Section iv. The organization shall meet once every other month or as required. The meeting shall be known as the General Meetings, and the members shall be known as the General Body. A one third (1/3) of active members in attendance constitute a quorum. A decision vote on issues would be determined by a simple majority of members in attendance.
1 Section v. Participation in meeting in whole or in part can be by any medium. (face to face, teleconferencing, Skype, videoconferencing and writing in etc). Voting by proxy would be allowed as long as the member remains in good standing.
1 Section vi. Business of the general meetings shall be conducted in strict adherence to the standing orders.
1 Section vii. The venue of the meeting to be determined by members and can be rotated among various cities where members reside if the members so decide.
ARTICLE 2: MEMBERSHIP
2 Section i. INDIVIDUAL AND FAMILY MEMBERSHIP:
People of Yoruba descent living in and around the state of Alabama shall be eligible to apply for membership in this association.
We may adopt other membership as hereby defined.
2 Section ii. ASSOCIATE MEMBERSHIP:
Any person interested in Yoruba language, culture and tradition shall be eligible to apply for an associate membership. Associate members shall not vote or hold an elected office in the association.
2 Section iii. HONORARY MEMBERSHIP:
A community, religion, and political leaders may apply for an honorary membership. An honorary member does not have all the right of full membership, but are encouraged and welcomed to participate in all the association’s social functions.
2 Section iv. CORPORATE MEMBERSHIP:
Small to large corporation may apply for corporate memberships. Corporate members can participate and sponsor organization’s events. Corporate members shall have no voting or administrative power.
ARTICLE 3: THE DUTIES OF THE MEMBERS
All members of the association shall:
3 Section i. Pay all his/her dues and levies promptly. (annual due). The annual fee and subsequent change would be determined by the General Body
3 Section ii. Attend membership meeting regularly, or at least two (2) times a year.
3 Section iii. Members shall not engage in activities that might besmirch the association.
3 Section iv. Members shall strive at all times to help the association and its members without
violating laws of the land. Any member convicted of such violations shall be dismissed.
3 Section v. Cooperate with the elected officers in running the association. No member shall censure or prevent other members of the association from expressing their views and opinion during deliberation.
3 Section vi. Members shall not use for malicious purpose all the view points and positions taken by members in the association’s deliberations.
3 Section vii. Members shall not behave in any manner contemptuous to the association.
3 Section viii. Members shall be held to highest ethical standard inherent in the concept of “Omoluwabi”.
ARTICLE 4: ADMINISTRATION
4. Section i. Except when delegated, all powers and decisions shall be vested in the general body. No person or committee may override any decisions of the general body.
4. Section ii. The association shall, without ceding its authority, invest the Board of Directors with the power to direct the affairs of the organization according to the mission of the association and the executive council with the power to operate its day to day administrative affairs.
4. Section iii. Both the board members and the executive council members shall be elected by the general body. Elected members to the Board or Executive council or Committees shall be volunteers and therefore would not be paid.
4. Section iv. The board of directors shall comprise of seven (7) members elected from the General Body.
4. Section v. Election of board members shall be conducted once every 48 months and whenever a vacancy exists for a term of four (4) years.
4.Section vi. Board members can be re-nominated and re-elected for unlimited number of terms
4.Section vii. Responsibilities of the Board.
a. Define the organization’s mission and purpose, and to modify it periodically if the need arises. This statement should set out the organization’s goals, means, and primary constituents served. Each board member should fully understand and support it.
b. Oversees the organization’s executive council operations, review, and (if necessary) initiate the
process of removal through the Board’s disciplinary committee of individuals who fell short of
constitutional duties. The board must also ensure that the president, who has responsibility for the
administration of the organization, receives the moral and professional support he or she needs to
further the organization’s goals.
c. Ensure provision of adequate resources for the organization to fulfill its mission. The board should work in partnership with the president and other officers development staff to raise funds from the community.
d. Manage resources effectively. The board, in order to remain accountable to its donors and the public, and to safeguard its tax-exempt status, must assist in developing the annual budget and ensuring that proper financial controls are in place. Capital expenditure in excess of $500.00 dollars must be authorized by the Board.
e. Determine, monitor, and strengthen the organization's programs and services. The board's role in this area is to determine which programs are the most consistent with an organization's mission, and to monitor their effectiveness.
f. Enhance the organization’s public standing by clearly articulating the organization’s mission, accomplishments, and goals to the public, as well as garnering support from members of the community.
g. Ensure legal and ethical integrity and maintain accountability by ensuring adherence to legal standards and ethical norms. The board must establish pertinent policies and procedures (e.g., personnel policies, grievance procedures), and adhere to provisions of the organization's bylaws and articles of incorporation.
h. Recruit and orient new board members, and assess board performance. The board must accept new board members from time to time and orient them to their responsibilities, and the organization's history, needs, and challenges. By evaluating its performance, the board can recognize its achievements and determine which areas need to be improved. As the organization grows and improves, the governing board must also evolve to meet changing needs and circumstances.
4 Section viii: General Responsibilities of Individual Board Members
Within larger framework of board responsibilities, the individual board members must each fulfill certain obligations to the organization as follows:
a. Stay informed about board and committee matters; review and comment on minutes and reports.
b. Stay informed about the organization's mission, services, policies, and programs.
c. Keep up-to-date on developments in the organization's field.
d. Follow developments in the community, economy, government, etc. that may affect the organization.
e. Serve on committees and offer to take on special assignments.
f. Participate in organizational fundraising.
g. Inform others about the organization.
h. Get to know other members; build working relationships that contribute to consensus.
i. Suggest nominees to the board who can make significant contributions to the work of the board and the organization.
j. Follow conflict of interest and confidentiality policies.
k. Assist the board in carrying out its fiduciary responsibilities such as reviewing the organization's annual financial statements.
l. Participate actively in the board’s annual evaluation and planning efforts.
m. Board members have no individual authority separate of the board.
n. Board members are expected to support decisions of the board, regardless of personal desires and/or opinions.
4 Section ix: Board Member Job Descriptions
Besides being members of the board, several members of the Board will be asked to take on additional responsibilities as office holders and/or committee members. Here are some of the responsibilities associated with specific board positions:
(A) Chairperson
a. Serves as the chief volunteer of the organization.
b. Is a partner with the chief executive in achieving the organization's mission?
c. Provides leadership to the board.
d. Chairs meetings of the board after developing the agenda
e. Encourages the board's role in strategic planning.
f. Appoints committee chairs, in consultation with other board members.
g. Serves ex officio as a member of committees, and attends their meetings when invited.
h. Discusses with the president issues of concern to the board or the organization.
i. Helps guide and mediate board actions with respect to organizational priorities and governance.
j. Monitors financial planning and financial reports.
k. Plays a leading role in fundraising activities.
l. Formally evaluate the performance of the executive council; informally evaluates the effectiveness of the board members.
m. Evaluates annually the performance of the organization in achieving its mission.
(B) Vice Chairperson
a. Is typically a successor to the Chairperson
b. Reports to the Chairperson.
c. Performs Chairperson responsibilities when the Chairperson cannot be available.
d. Works closely with the Chairperson and other officers
e. Participates closely with the Chairperson to develop and implement officer transition plans.
C. Secretary
a. Maintains records of the board and ensures effective management of organization's records.
b. Manages minutes of board meetings
c. Ensures minutes are distributed to members shortly after each meeting.
d. Is sufficiently familiar with legal documents (e.g. articles, by-laws, IRS letters) to note their
applicability during meetings.
4 Section x: Standing and Ad hoc Committees.
a. The Board shall establish a standing committee: The Constitution/Legal Committee
b. The Board may set up additional standing committees or ad hoc committees to focus on specific aspect of its mission, public relations or oversight role.
c. The executive council shall provide assistance as directed in this regard.
4 Section xi. Responsibility of The Executive Council
The Executive Council shall comprise of: the President, Vice-President, General Secretary, Assistant General Secretary, Financial Secretary/Treasurer, Assistant/Financial Secretary/Treasurer, Publicity and Social Secretary, Assistant Publicity/Social Secretary, Auditor, and Media/ Blog/Web Manager.
The Executive Council would be elected by the general assembly and serve as volunteers for the association in various capacities. These positions therefore would not be paid positions. The Executive Council shall be charged with the administrative activities of the association. The general responsibilities of the executive council include:
a. Draw up meeting agenda.
b. Send the agenda to members no less than one week before the meeting
c. Set realistic and achievable annual goals and program of activities in conformity with the association’s stated aims and objectives.
d. Consider all matters brought to its attention by members of the association.
e. Deliberate on and implement all decisions made by the association
4 Section xii. DUTIES OF MEMBERS OF THE EXECUTIVE COUNCIL
(A)THE PRESIDENT:
a. shall be the Administrative head of the association and lead the deliberations of the general body and the executive council.
b. Appoint committee chairpersons who will act as advisors to the President, the Executive Council and the general body. These appointments shall be approved by the executive council by a simple majority vote. It is the responsibility of the chairperson to seek two (2) to four (4) volunteers within the association to be committee members.
c. Shall present to the Board and the General body an annual report of the state of the association in writing on the twelfth month of each year.
d. Shall be one of the two (2) signatories to the association’s bank account (s). The other signatory shall be the financial secretary/treasurer.
B THE VICE PRESIDENT:
a. Shall assist the president and exercise all the powers of the president whenever the president is unable to do so.
b. Shall act as protocol officer and enforce the association standing order at the general meeting and the executive meeting.
c. Shall perform any other duties assigned by the president or the executive council.
d. Shall be the alternative signatory to the association’s bank account(s) when the president is not available to sign.
C THE GENERAL SECRETARY:
a. shall keep the records of all general and executive council meetings including attendance and minutes.
b. Shall send out minutes of the last general meeting
c. Shall send out notices of all meetings including general and executive council meetings.
d. Shall manage all the association’s correspondences.
e. May assign any of the General Secretary’s duties to the Assistant secretary as needed.
D THE ASSISTANT GENERAL SECRETARY:
a. Shall assist the General Secretary and exercise all the powers of the general secretary whenever the general secretary is unable to do so.
b. Shall be responsible for keeping attendance records of members.
E THE FINANCIAL SECRETARY/TREASURER:
a. shall keep all financial records of the association.
b. Shall collect, count and record the association’s dues and levies.
c. Shall administer all of the association’s bank account. All money received shall be deposited in the association’s bank account within five (5) working days.
d. Shall be one of the three signatories to the association’s bank account (s). The other signatory shall be the President or alternatively the Vice President if necessary.
e. Shall give reports of income and expenditures to the general body at every General meeting on the association’s approved forms, this report will become part of the secretary’s minutes. The Financial Secretary/treasurer shall produce 3 copies of the report and submit one each to the president, the vice president and the secretary.
F: THE ASSISTANT FINANCIAL SECRETARY/TREASURER
a. Shall assist the Financial Secretary/treasurer and exercise all the powers of the Financial secretary/treasurer whenever the general secretary is unable to do so.
b. Shall be responsible for collecting dues , monies or materials donated to the association during meetings and events.
G. THE SOCIAL / PUBLICITY SECRETARY:
a. shall be responsible for all the association’s public and related activities.
b. Shall be responsible for organizing the association’s entertainment and other social activities.
c. Will also serve as the chairperson of the social/program committee
H. THE ASSISTANT SOCIAL/PUBLICITY SECRETARY
a. Shall assist the Social/Publicity Secretary and exercise all the powers of the Social /publicity secretary whenever the Social general secretary is unable to do so.
J AUDITOR:
a. the auditor shall be responsible for ensuring that all records of income and expenditures are properly reconciled in accordance with the association’s directives.
b. Shall issue audit reports to the association annually.
10. THE MEDIA/WEB/BLOG MANAGER
a. Shall collect material and publish on the association blog and or websites as well as other new media.
b. Shall post general messages from the board and the executive council whenever the need arises
ARTICLE 5: ASSOCIATION COMMITTEES.
5 Section i. CONSTITUTION /LEGAL COMMITTEE :
a. The Constitution/legal committee would be under the direct authority of the Board.
b. Maintains, protects, and enforce the organization’s constitution and process all complaints and grievances arising from operations of the association.
c. Any amendment(s) to this constitution shall be submitted in writing to the chairperson of the Constitution/Legal committee. The committee shall review any such amendment received. Only approved amendment shall be submitted to the general body for further debate. The Constitution/Legal committee shall review any amendments received within thirty (30) days from the date of receipt. The committee shall submit its findings and recommendations to the Board no later than thirty (30) days from the date of receipt.
d. Approved amendment shall be proposed to the general body within sixty days (60)days of final draft.
5 Section ii. EDUCATIONAL / CULTURAL COMMITTEE:
a. Shall promote Yoruba language, culture, and traditions in the community with a view to promote individual, family and community socioeconomic growth.
b. Develop and implement educational Training programs for Yoruba, Africans, and all interested citizens.
c. Collaborate with other cultural organizations, sharing similar objectives.
d. Shall promote the exposure of the association in Alabama and the nation in general.
e. Shall organize plans for Yoruba association’s participation in African/African-American and other cultural events in Alabama.
5 Section iii SOCIAL / PROGRAM COMMITTEE
a. Develop and implement social agenda for the association.
b. Plan and coordinate the associations’ social activities, including refreshments, at general meetings, parties, picnics, and rallies and fund raising activities.
c. Shall provide materials for association’s blogs, websites or other media to supplement associations’ programs and activities.
ARTICLE 6: ELECTION OF OFFICERS
6 Section i . Eligibility criteria.
a. All registered members in good standing shall be eligible to participate in the election process.
(A member in good standing means)
b. the member has fulfilled all financial obligations (s) to the association (Yoruba Descendants Association of Alabama Inc.) - Membership dues, fines and other levies within the last 12 months.
c. Attendance of at least one third of the association (Yoruba Descendants Association of Alabama) meetings within the last 12 months to vote, and attendance of at least half of the meetings within the last 12 months, in order to be elected.
d. Any deviation from the above (i) and (ii) shall render the election results of affected members null and void. Deviation shall be reported to the chairman of the constitution committee not later than 10 days after the election. Should the Constitution committee find the complaint to be genuine, the association (Yoruba Descendants Association of Alabama.) shall be notified, and a new election shall be scheduled.
6.Section ii. Elections shall be held once in twenty-four (24) months and forty-eight (48) months for the executive members and board members respectively.
6 Section iii. Election process will be initiated by the Constitution/Legal committee in September on any election year. This would include verification of members’ status from the financial secretary.
6 Section iv. It is the responsibility of individual members to resolve all issues with the financial secretary before the Election Day and confirm their eligibility to vote.
6 Section v. Election shall be held in October. New executives and or board members shall be sworn-in in December.
6 Section vi. No person shall be in the same executive position for more than two consecutive terms
6 Section vii. There is no term limit on the Board membership
6 Section viii. Members who are interested in any position shall declare their candidacy before the October general meeting.
ARTICLE 7: TRANSFER OF POWER
7 Section i . To facilitate the transfer of power between the incoming and outgoing officers of the Association Executive Council and the Board members, the following procedures must occur:
a. the incoming executive officers or Board members shall be invited to the December executive meeting Transfer of official documents and setting the agenda for the upcoming calendar year shall be initiated at this meeting.
b. The outgoing executive officers shall be invited to the First/ January executive meeting. Transfer of all official documents and setting the agenda for the new calendar year shall be completed at, this meeting
ARTICLE 8: COMPLAINTS AND GRIEVANCES
8 Section i. Members with any complaints or grievances must submit a written complaint to the General Secretary
8 Section ii. The executive council must investigate the complaint and make recommendations to the Board for remedial actions within 60 days of receipt.
8 Section iii. If the complaints involve the members of the executive committee or the Board , such member would be excused in the deliberations for remedial actions.
8 Section iv. Any complaints that failed to follow the laid down guideline would not be entertained.
ARTICLE 9. ASSOCIATION PROPERTIES
9 Section i. Donations to the association including cash, materials, publications or even intellectual properties remain the property of the association.
9 Section ii. The day to day to operations of the association rests in the executive council
9 section iii. The executive council shall not spend money in excess of $500.00 without Board approval.
9 Section iv. major capital expenditures, transfers , sales acquisitions require prior Board approval.
ARTICLE 10. DISMISAL OF OFFICERS and/or MEMBERS
10 Section i. In the event of material breach of the association’s byelaws by any members the Board makes recommendations to the general body which reserves the right to dismiss any officer or member.
10 Section ii The decision of the general body is binding on the erring member or officers
10 Section iii. In case of any challenge to the General body/s decision the board would appoint an independent arbitration person or persons to review the case.
ARTICLE 11: DISSOLUTION OF ASSOCIATION
11 Section i. In the event of dissolution of the association, all properties of the association shall be distributed to the local , state of federal governments according the guidelines established for 501c organization public charity.
ARTICLE 12: INDEMNITY OF OFFICERS
12 Section i. Any officer acting legally on behalf of the association (an Alabama incorporated non-profit organization) shall not be held liable for actions executed on behalf of the association in his or her official capacity. No volunteer director or volunteer officer (as defined in the Act) shall be personally liable to this corporation or its members for monetary damages for a breach of such director's or officer's fiduciary duty; provided however, that this paragraph shall not eliminate or limit the liability of a director or officer for any of the following:
(a) a breach of the director's or officer's duty of loyalty to the corporation;
(b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) a transaction from which the volunteer director or volunteer officer derived an improper personal benefit;
(d) an act or omission that is grossly negligent; or
(e) an act or omission occurring before the filing of these Articles.
ARTICLE 13: AMENDMENTS:
13 Section i. This constitution shall be amended by having the amendment proposed by the Constitution committee - [Article 5 Section (i) a, b & c at the stated general meeting, where it shall be entered in the minutes.
13 Section ii. The proposed amendment shall be put to vote at the next General meeting. The proposed amendment shall require the sanction simple majority of the members present at such meeting, in order to make the amendment a part of this constitution.
APPENDIX A
BUSINESS MEETINGS STANDING ORDERS
1. Meetings shall commence as scheduled. No extra time may be given on the basis of “not enough member present.” The duration of meetings shall not last longer than two (2) hours.
2. Agenda for the meeting shall be presented.
3. Deliberations shall be limited to items on the agenda.
4. No other matters may be introduced without a motion or point of order which shall be heard at all times when raised.
5. The presiding officer shall be addressed at all times. That is to say that NO PERSON may respond to ANYBODY directly without the express permission of the presiding officer.
6. No person may debate on any given issue more than once during a meeting
7. Motion movers may answer questions concerning their motion.
8. All matters shall be resolved by simple majority of the members present during voting, unless otherwise specified by the constitution.
9. Once, the presiding officer calls for a vote, NO PERSON may talk again until the vote is concluded and the results announced.
10. No person may debate on any issue which has been resolved by an act of voting.
11. Points of order properly raised shall be resolved before commencing with any other business of the meeting.
12. No part or parts of the “Standing Order” may be suspended, overruled, nor abrogated at all times.
APPENDIX B
ORDER: BUSINESS MEETINGS
i The presiding officer shall call for a minute of ‘prayerful silence’ ended by the presiding officer declaring “May Almighty God answer our prayers”.
Agenda
ii. The presiding officer’s remarks
iii. The Secretary: Minutes of previous meeting/Correspondence
iv. The Treasurer’s report
v. The Social Secretary’s reports
vi The Cultural / Education Committee or Children’s time
vii. Matters Arising/New business
viii. General comments
ix. Adjournment and closing ‘prayerful silence’.
Adopted on 18th day of February 2012.
Signed : Oluyinka Adediji (President) Witness by :
