CONSTITUTION AND BY-LAWS
GAMBIAN TEXAS ASSOCIATION
We hereby certify that all the necessary procedural requirements have been Discussed, Agreed upon and Adopted unanimously by Members of the Gambian Texas Association through Free & Fair Voting.
In witness whereof as President of Gambian Texas Association, I append my signature hereunder on the date indicated.
Signed this ______day of ____________ 2007.
The Gambian Texas Association (Gambians in Texas), recognizes the worth of each individual, and desires to promote the interest and welfare of our people. We are committed to the building of a strong Gambian community. We are dedicated to the pursuit of mutual understanding, love, a strong sense of cultural value, and the brotherhood of humanity. We therefore, resolve to organize ourselves into a body called Gambian Texas Association. We will seek to build mutual trust amongst ourselves in the belief that we need to safeguard, preserve and promote our culture, in the conduct of all our affairs.
We willingly adopt this Constitution as Guidance towards that goal.
This Document shall be known as the Constitution and By-laws of the Gambian Texas Association, and shall serve as the sole authority governing the Members and Officers of the Gambian Texas Association.
ARTICLE I – NAME
1.1 The Name of the Association shall be Gambian Texas Association.
ARTICLE II – OFFICE OF ASSOCIATION
2.1 Principal Office: The principal office address of the Association shall be located in the Dallas/Fort Worth Metroplex. The mailing address shall for the time being be: GAMBIAN TEXAS ASSOCIATION (GTA), P.O. BOX 38097, DALLAS, TEXAS 75238.
2.2 Registered Office: The registered office of the Association shall and continuously be maintained in Dallas County, Texas. The registered office shall be identical with the registered agent’s office as required by the Texas Non-Profit Corporation Act. The registered office may or may not be identical with the principal office of the Association, and the address of the registered office may be changed as authorized by the Association.
2.3 Other Offices: The Association shall also have offices at such other places, both within and outside the City of Dallas, as the Association may from time to time determine, or as the business of the Association may require.
ARTICLE III - NON-PROFIT STATUS
3.1 The Association shall be registered with the State of Texas and the Internal Revenue Service as a Non-profit Association.
3.2 The Association shall be non-profit and shall be governed by its Constitution and in accordance with the Laws of the United States of America, and the State of Texas.
3.3 All activities of this Association will be charitable, involve education and cultural issues, and the full array of social institutions affecting and influencing the quality of life. This will be consistent with those activities permitted for an Association exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code (as may be amended); or by an Association that may receive contributions that are deductible to their donors under section 170(c)(2) of the Internal Revenue Code (as may be amended).
ARTICLE IV- GOALS AND OBJECTIVES
4.1 The Association is organized for charitable, scientific, cultural, literary and educational 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 of 1986 (the Code), (or the corresponding provision of any United States Internal Revenue Law).
4.2 i. To promote and preserve the cultural heritage of the people of The Gambia.
ii. To educate Gambians on business acquisition, financial stability and legal affairs.
iii. To foster and provide socio-economic support for Gambians.
iv. To promote unity among Gambians.
v. To participate in voluntary and charitable activities within Texas communities.
vi. To facilitate cooperation between Gambians and similar organizations in Texas.
vii. To provide a forum for discussion about issues of interest to the community.
viii. To assist Gambians in need both in the United States and abroad.
ARTICLE V - MEMBERSHIP ELIGIBILITY AND DUES
5.1 Membership of the Association shall be open to all friends and citizens of the Gambia residing in Texas of 18 years and older. Membership of the Association shall not be restricted in size. Every member shall be regarded as an individual and shall be treated as such for all purposes.
5.2 The annual Membership Fee shall be $20.00 per person. This amount is subject to increase upon review of the Executive Committee and approval of the Membership. The annual Membership Fee can be paid to any Executive Member or at General Meetings. All Members are responsible for ensuring that they are registered, and that the Treasurer receives their membership contributions on time. Failure to pay dues will automatically suspend membership until the member becomes current.
5.3 An Active Member is:
i. Any person who has fulfilled all financial obligations to the Association.
ii. Any person who abides by the rules and regulations of the Association.
5.4 An External Active Member is:
Any full-fledged Member, who used to live in Texas and has moved out of the state. To maintain External Active Membership status, a Member must be financially current with respect to Membership dues.
ARTICLE VI – VOTING RIGHTS, RULES AND PROCEDURES
6.1 All Members of the Association shall have full Membership, Policy-Making and Voting Rights, and shall share the same Privileges, Equal Rights Protection, Responsibilities and Obligations that come with Membership of Gambian Texas Association. These Rights and Privileges include:
i. The right to vote and stand for election.
ii. The right to voice consenting and dissenting views on Association issues.
iv. The right to view all financial statements and public records of the Association.
6.2 Executive Committee and Terms of Office
i. The Executive Committee shall consist of a minimum of 10 (ten) members.
ii. Executive Officers shall be elected or appointed for a term of two years, and may be nominated and serve for an additional two-year term. An Executive Member cannot serve for more than 4 (four) years at a time.
iii. New officers shall assume Office at the first meeting of the year following the elections.
6.3 The Executive Committee and all Officers, elected or appointed, shall vacate their seats at the beginning of the year, during the first meeting in January following elections.
6.4 Operating Period - The Association shall function on a calendar year, from January 1 to December 31.
6.5 Selection Process for Officers
i. A candidate can be nominated by any Active Member, and another Member must second the nomination.
ii. The nominated Member must accept the nomination for it to stand.
iii. Any Nominee can decline a Nomination when questioned by the Returning Officer.
iv. There shall be separate Nominations and Ballots for every Office.
v. A simple majority is needed for a member to hold any Office.
vi. A Candidate shall be declared an Officer where no other candidate challenges.
vii. Where there is a tie for any Office, it shall be broken by taking another vote.
viii. The Executive Committee shall be elected by Secret Ballot.
6.6 Election of Officers
i. Elections shall be held every other year on the last week in October, at the General Meeting. Each position must be voted for at the General Meeting.
ARTICLE VII – DUTIES AND FUNCTIONS OF OFFICERS AND COMMITTEES
7.1 The Officers of the GTA Executive Committee shall comprise of the following:
President, Vice President, Chairman, Vice Chairman, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer and three (3) Auditors.
7.2 Functions of the Executive
1. The President shall:
i. Be vested with powers as the Presiding Officer of the Executive Committee, be accountable to the Association, and shall have the power to delegate duties to the Executive Committee and members of the Association.
ii. Be the chief Spokesperson of, be responsible for overall guidance of the Association, and report on the state of affairs of the Association on a quarterly basis.
iii. Have the power to appoint an Active Member to act temporarily in a vacant Office, until the next General Meeting.
iv. Have the power to Summon, Cancel, or Adjourn all General and Emergency Meetings in consultation with at least two-thirds (2/3rds) of the Executive Membership.
v. Sign or be the co-signer of all financial, legal, or any other official transactions on behalf of the Association.
vi. Have the power to authorize the disbursement of funds not exceeding $500.00 (Five Hundred Dollars US) in pursuit or in furtherance of the Association’s charitable purposes. He or she must contact a majority (fifty percent or more) of the Executive Committee before issuing such authorization, and all emergency checks must be co-signed by both the President and Treasurer.
vii. Be responsible for ensuring that Meetings and year-round Fundraising activities are organized and operated in an effective manner.
viii. The President shall have Veto power over Executive Committee decisions. The Veto authority is limited to the Executive Committee only.
2. The Vice President shall:
i. Act in the absence of the President and shall be vested with all Presidential Powers.
ii. Assist the president in performing his or her duties and shall be more of a preparatory position for the presidential role.
iii. In the event that the President is unable to perform his/her duties, the Vice President shall complete the President’s remaining Term of Office, and shall become eligible for re-election following the successful completion of the President's unexpired Term of Office.
3. The Chairperson shall:
i. In the absence of the President and Vice President, be vested with all Presidential Powers.
ii. Call Meetings to Order, serve as Moderator, and maintain order at all Meetings.
iii. Refrain from participating in any Campaigns or giving opinions regarding candidates running for office. He/She shall maintain a Neutral position.
4. The Vice Chairperson shall:
i. Act in the absence of the Chairperson, and shall be vested with all of the chairman’s Powers.
5. The Secretary shall:
i. Announce the venue, date and time of all Functions, including, but not limited to: General Meetings, Special Meetings, Social and Cultural Events.
ii. Be responsible for Recording and Reading the Minutes of all Meetings.
iii. Provide good record keeping, to ensure continuity and a sense of history for the Association.
vi. Maintain attendance records and an up-to-date file/record of all members of the Association
vii. Maintain Custody of all corporate and legal documents of the Association.
6. The Assistant Secretary shall:
i. In the absence of the Secretary, be vested with the powers and authority of the Secretary, and shall perform all functions so designated.
7. The Treasurer shall:
i. Be in charge of the Association's Funds.
ii. Receive and/or arrange for receipt of all Funds, and keep an updated account in accordance with the Association’s policies.
iii. Deposit all funds of the Association in the Association's bank account, within 72 business hours of receipt, and keep copies of all bank transaction receipts.
vi. Issue a Financial Summary Report of the financial operations of the Association on a quarterly basis, identifying all transactions, which include Credit and Debits.
v. Present financial account of the Association at every general meeting.
vi. Cooperate with auditors during review of the Association’s Finances.
vii. Receive all Monies of the Association and disburse thereof as authorized by the President, in accordance with the Association’s constitution.
viii. Write Checks on behalf of the Association and for its purpose and benefit only. All Checks shall be co-signed by both the President and the Treasurer.
ix. Issue receipts for all funds received on behalf of the Association.
8. The Assistant Treasurer shall:
i. In the absence of the Treasurer, be vested with the powers and authority of the treasurer, and shall perform all functions in the manner specified for the office of treasurer.
9. The Auditors shall:
i. Consist of three (3) Members. They shall perform Financial as well as Procedural Audits twice a year, and after every Fundraising event, or at any time a simple majority of members of the executive deem it necessary.
7.3 All Executive Members shall perform voluntary services and shall not be entitled to any form of Compensation.
7.4 Committee Formation
i. Committee Members shall be appointed by the Membership through nominations.
ii. Committees shall be formed based on the needs of the Association.
iii. Committee functions shall be consistent with the purposes of the Association.
iv. Each Committee shall have at least three (3) members, but no more than eight (8).
v. Each Committee shall select from amongst its Members, a Chairperson and a Secretary.
7.6 Standing committees
i Organization Committee
ii Recruiting Committee
iii Information Committee
ARTICLE VIII – BOARD OF DIRECTORS
i. The Board of Directors shall consist of five (5) members elected by the general membership and serve for two years. They may be nominated for an additional two-year term, and cannot serve for a total of more than 4 years at a time.
i. The Board shall have the following positions: Chairman, Vice-Chairman and Secretary General. These positions shall be filled amongst the Board Members.
i. The role of the Board of Directors is to oversee the general operations of the Executive Committee, provide feedback from the Community at large, and hold the Association accountable to the Constitution.
ii. Ensure that the Chief Executive has the moral and professional support needed to further the goals of the Association.
iii. Review financial affairs of the Association to ensure compliance with good management and appoint auditors to review the Association's finances.
iv. Maintain the corporate status of the Association and ensure that proper documents are submitted to the government agencies as may be required by law.
v. Approve the annual budgets, review periodic financial reports and ensure proper internal controls are in place to protect the Association's finances and assets from abuse.
vi. Appoint members of the Election Committee and serve as custodians of the Constitution.
vii. Refrain from holding any other executive office simultaneously.
8.4 Board Election Procedure
i. Any Board member who intends to run for Executive office shall resign as a Board member.
ii. Board members shall not participate in any electoral process, with the exception of appointing the Electoral Committee.
iii. Election of Board members shall be held through secret ballot, and shall be held at the same time a general election for Executive members is held, or when a vacancy occurs on the Board.
8.5 Removal of Board Member
A member of the Board of Directors shall be subject to removal from office for:
i. Failure or Inability to discharge his or her duties.
ii. Absent for three consecutive Board meetings without excuse; engaged in conduct that brings the Association and the Board into disrepute, or acts in violation of this constitution.
8.6 Board Meeting
i. The Board shall meet at least three (3) times a year.
ii. The Board Secretary shall send out notices of meetings to members.
iii. A quorum is required to commence a meeting, and 3 members shall constitute a quorum.
ARTICLE IX – VACANCY & RESIGNATION
9.1 Any Officer or Board member may resign his or her post in writing at anytime. An advance notice is preferred prior to departure. Any Vacancy created by the Resignation, Removal or Death of an Officer or Board member, shall be filled during the next General Meeting following such event.
ARTICLE X - VOTE OF NO CONFIDENCE FOR OFFICERS
10.1 A two-thirds (2/3rds) vote of No Confidence shall be passed on any Executive Member at
a General Meeting, based on any of the following grounds:
i. Inefficiency, fraud, corruption or embezzlement.
ii. Violation of the Code of Conduct as defined in Article XI.
iii. Any acts conflicting with United States law.
iv. Acts detrimental to the interests of the Association.
10.2 If a vote of No Confidence has been passed on an Executive Member, he or she shall appear before the Executive Committee for a Hearing.
ARTICLE XI - CODE OF CONDUCT AND DISCIPLINARY ACTIONS
11.1 Remedial actions, such as Fines, Suspensions or Termination shall be levied against Members who violate the Code of Conduct as defined herein.
11.2 Obscene Language. The use of obscene or profane language will not be tolerated at any Meeting or Fundraising functions.
11.3 Insubordination. Disobedience to the constituted authority of the Association or refusal to obey any provision of this Constitution shall constitute Willful or Intentional disregard for the Constitution and By-laws of the Association.
11.4 The conduct described above shall be punishable by suspension of six (6) months, which shall be imposed by the President or Presiding Officer at the time. The Secretary shall record the actions of the offending Member, and a copy shall be kept in the Member’s Association file.
ARTICLE XII – DISMISSALS AND WITHDRAWALS
12.1 A Member shall be dismissed from the Association when that Member's actions have been determined to be detrimental to the overall interests of the Association. A Dismissed Member shall immediately lose all Membership Rights. There shall be no Refund of Dues or other levies paid by such Member.
12.2 Voluntary Withdrawal. Any member who withdraws from the Association shall automatically lose all Membership Rights. There shall be no Refund of Dues or other levies paid by such Member.
ARTICLE XIII– THE QUORUM
13.1 Half (1/2) of active Members present shall form a Quorum.
13.2 Once a Quorum is obtained, it cannot be lost at that particular Meeting due to the early departure of Members.
13.3 In Emergency Meetings, the Quorum requirement (above) shall not apply. Members present at the time shall constitute the Quorum and Decisions shall have the same effect as Decisions reached in a General Meeting.
ARTICLE XIV – DISCLAIMER
14.1 It shall be understood by all Members of this Association, that the Association is held harmless from any and all actions done in its name without Written or Expressed Authorization. This shall include but not be limited to the release of information, written or verbal.
ARTICLE XV - DOCUMENTATION AND TRANSITION DOCUMENTS
15.1 There will be a Transition Period of Thirty (30) Calendar Days, where all documents relating to the Association shall be transferred to an in-coming Executive.
15.2 At any given time, all legal documentation acquired by the Association shall be held by the Executive Committee, in the person of the Secretary. Said document(s) shall be the Property of the Association and the Secretary is legally obligated to hand over the document(s) upon leaving office.
ARTICLE XVI – CALENDAR OF EVENTS
16.1 The authorized list of association events includes, but is not limited to the following:
January - Constitution Review, Inauguration/Swearing-in ceremony
February - Fundraiser/Gambian Independence Day Celebration
May/June - Graduation Fundraiser /Memorial Day BBQ
September - Labor Day Weekend Fundraiser
October - General Elections (every other year)
ARTICLE XVII - RELATIONSHIP WITH OTHER ORGANIZATIONS
17.1 This Association shall cooperate with other organizations in the United States and other friendly countries, to promote and advance the Association’s Goals and Objectives.
17.2 The Association shall engage only in the activities authorized by this Constitution.
ARTICLE XVIII – PROPAGANDA AND POLITICAL INVOLVEMENT
18.1 The Association or any member on behalf of this Association shall not engage in any form of propaganda, or attempt to influence legislation, in the United States of America, the Gambia or any other country.
18.2 The Association or any member on behalf of this Association shall not participate in or otherwise intervene in (including publish or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
18.3 No member shall engage in any activities for the purpose of representing this Association publicly or privately, without consent of 2/3 majority of the general membership.
ARTICLE XIX – AMENDMENTS
19.1 Any Amendment to this Constitution shall be submitted in writing to the Secretary of the Association no later than two (2) weeks before a General Meeting.
19.2 All amendments received shall be submitted to the Executive Committee for Consideration.
19.3 The Amendment(s) shall be introduced to the general membership and approved at the next General Meeting, after due consideration and debate by the majority vote, half (1/2) of Members present and Voting.
ARTICLE XX – DISSOLUTION
20.1 Upon dissolution of Gambian Texas Association (GTA), the Board of Directors shall, after paying or making provisions for Payment of all Liabilities of the Association, dispose of all assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes, as shall at the time qualify as an exempt organization or organizations under 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets disposed of, shall be disposed of by the Court of Common Pleas of the county in which the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for Purposes stated in this Constitution.
ARTICLE XXI – CONFLICT OF INTEREST
21.1 All officers of the Association, including the Executive Committee, Board of Directors, Patrons, Committee members and all members who represent the Association in any official capacity, owe fiduciary duties to the Association, and hereby agree to be bound by the conflict of interest statement attached to this constitution as “Appendix A”. Upon election or appointment, all office holders affected by this article shall be given a copy of the conflict of interest policy as an attachment to their oath of office.
THE CONSTITUTION AND BY-LAWS OF GAMBIAN TEXAS ASSOCIATION
This Constitution and its By-laws were prepared and reviewed by Members of the Constitution Committee, the Executive Committee and subjected to review and approval by the overall Membership.
The final document was accepted and adopted by a simple majority of Gambian Texas Association Members. The Final Document was signed by President Hassan Touray, on behalf of the Association on _______ of ____________, 2007, as the Official Constitution and By-laws governing the Gambian Texas Association.
For Constitution Committee