DMV,SOMA KATIBA,KAMA UNA WAZO AU MAREKEBISHO,MAIL-tanzania61@gmail.co

KATIBA YA KWANZA KABLA HAIJAFANYIWA MAREKEBISHO

KATIBA YA

JUMUIYA YA WATANZANIA 

MAREKANI WASHINGTON METROPOLITAN

CONSTITUTION OF THE

ASSOCIATION OF THE TANZANIAN COMMUNITY 

IN AMERICA – WASHINGTON METROPOLITAN 

Preamble 

The Association of the Tanzanian Community (Washington Metropolitan) also known as ATC-METRO is a non-political, non-profit organization under the District of Columbia NON-PROFIT CORPORATION ACT (D.C. Code, 1981 edition, Title 29, Chapter 5). The mission of this association is to unify the efforts of Tanzanians residing in the Washington Metropolitan area in promoting, advancing, and protecting their interests and welfare; to assist members in times of need, and to promote cultural, educational, and commercial relations between Tanzania and the United States. 

Fully aware that better and meaningful life for ourselves is dependent on the community’ s activeness, we have resolved to organize ourselves into a community-based organization that will help us achieve our goals. Our primary purpose is to bring Tanzanians in the area together, collectivize our resources as we seek to improve our quality of life and well-being by providing many basic services to Tanzanian immigrants, students and visitors. 

We further believe that we will be better off if we can learn from each other’s experiences so that if and when a member of the community has experience in some matter, those who come after her/him will not have to re-invent the wheel. Unity, strength in numbers, love for our country and the natural urge to improve our quality of life is what drives this organization. 

ARTICLE 1 

MEMBERS 

1. Classes of Members and Qualification of Membership 

A. Any Tanzanian who is 18 years or older and agrees to abide by these by-laws shall become a member upon contribution to the Association of such amounts as may be designated from time to time by the Board of Directors as the Annual Membership Dues. Tanzanians who have assumed American citizenship shall also be eligible for full membership with all the accompanying rights. 

B. Citizens of other countries who are married to Tanzanians, and other non-Tanzanians who have demonstrated support for the cause and aim of the Association shall be eligible for "Associate Membership" with all accompanying rights except running for Association leadership. 

C. Active members will be called upon to participate actively in the affairs of the association and will be entitled to one vote per member on all matters requiring a vote of the membership of the Association. 

1. Meeting of the Members 

An Annual meeting of the members for the election of the Board of Directors and for the transaction of other business shall be held at the end of January, but no later than the end of April at a time and a place to be designated by the Board of Directors. If the Board of Directors shall fail to call the Annual Meeting as required by the preceding sentence, any Active Member may, by written notice to other Active Members, call such Annual Meeting. The Annual Meeting shall be attended by all members who have fulfilled their obligations as members for the previous fiscal year, and by those new members who have registered and paid their membership dues thirty (30) days prior to the Annual Meeting. 

Special meetings of members for any purpose or purposes may be called from time-to-time by the Board of Directors or the request made in writing to the Board of Directors by one-third of the Active Members. The notice for any such meeting shall state the purpose or purposes thereof, and the initiator(s) of the meeting. Emergency meetings of the Board of Directors or members of the Association may be called by telephonic communication at any time. 

1. Notice 

Written notice of any regular of special meeting(s) of members shall be sent by mail to each Active Member at least five (5) days but not more than thirty (30) days prior to such meeting. 

2. Voting by Members 

At any meeting any Active Member present in person or by written proxy shall be entitled to one vote. Unless otherwise authorized by the Board of Directors, no member can serve as proxy for more than three (3) persons. Any vote for Board of Directors or officers shall be by ballot, such ballots to be counted, and the count reported by the Secretary at the meeting. 

Only Active Members can serve as proxy. 

3. Quorum of Members 

At all meetings of members a simple majority of the Active Members of the Association present in person or by proxy shall constitute a quorum. When a quorum is once present to begin a meeting, it is not broken by the subsequent absence or removal of members during the meeting. If a quorum shall not be present or represented at any meeting of members, those present in person or represented by proxy shall have the power to adjourn the meeting from time-to-time, without notice other than announcement at the meeting, until requisite quorum shall be present. 

Except as otherwise required by law for matters set forth in Article 1, Section 10, the act of a majority of Active Members present at a meeting at which a quorum is present shall be the act of the members. Any action that may be taken at a meeting of the members may also be taken by written, unanimous consent of all the Active Members. 

4. Meeting Place 

Meetings of members may be held inside or outside the District of Columbia as may be designated in the notice of meeting, provided however, any Annual Meeting called, other than by the Board of Directors shall be held within the District of Columbia. 

5. Removal of Members 

Any member of any class of membership in the Association may be expelled from such membership or have membership suspended, as the Board of Directors may determine, for (1) non-payment on time of approved dues, (2) violation of these By-laws, (3) engaging in any conduct prejudicial to the best interest of the Association. 

Such suspension or termination of membership shall occur by an affirmative vote of two-thirds of the entire Board of Directors, provided that the member whose membership is under consideration is first provided (1) with adequate notice of the charges against the individual in the form of a statement of such charges and of the time and place of the meeting of such Board of Directors scheduled for the purpose of hearing or considering such action, sent by mail to the last known address of the member, (2) an opportunity to appear before the Board of Directors or to forward written statement thereto in presentation of any defense of such charges, no sooner than fifteen (15) days after the provision of such notice, and (3) a written explanation as to why (if such is the case) the membership is being suspended or terminated. 

In these regards, the Board shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interest of the Association. 

6. Resignation of Members 

Resignations shall be tendered in writing to the Secretary of the Board and shall be promptly acted upon by the Board of Directors. 

7. Powers of the Members 

The Active Members of the Association shall have the power to elect the Board of Directors and officers and to remove such Board, or any Director, or officer in accordance with these By-laws. Except as provided in the preceding sentence and except for matters set forth in Section 10 of Article 1, the members of the Association shall have no right, power, or authority to act for or on behalf of this Association and their approval shall not be required for the authorization of any actions undertaken by this Association. 

8. Special Matters Requiring Approval of Members 

In accordance with the District of Columbia Nonprofit Corporation Act, the approval of the Active Members shall be required (1) to amend the Articles of Association of this Association, (2) to provide for merger into or with, or consolidation with, another association or corporation, (3) to provide for the voluntary dissolution of this Association, or (4) other disposition of all, or substantially all of the property or assets of this Association. 

ARTICLE II 

DIRECTORS 

A. BOARD OF DIRECTORS 

1. Powers of the Board of Directors 

Except for such powers as may be delegated by these By-laws to the officers of the Association, the powers of the Association shall be vested in its Board of Directors and the Board of Directors shall be charged with the management of the affairs of the Association. 

No individual Board Member shall have the authority of making statements affecting Association policy to the press or other groups except for such powers as may be delegated by the By-laws to the members of the officers of this Corporation. 

2. Size of Board and Term of Office of Directors 

1. The number of elected members of the Board shall be five (5) with two positions being reserved for youth representatives of ages 18 to 30, plus the President and the Secretary General thus making seven (7) the total number of members in the Board of Directors, elected by a majority vote of the members. All Directors to serve on the Board shall be Active Members of the Association. Board members shall be elected to serve for a period of two (2) years. 

3. Election of Directors 

The election of Directors to the Board will be conducted solely and voted upon by Active Members at the initial general meeting and thereafter at an Annual Meeting every two years. 

1. Active Members may nominate up to contestants to the election. Any person so nominated shall give his/her consent to the nomination prior to election. Nomination of aspirants for the post of President, Secretary General and Board Members shall be done, at least, one month before the scheduled day of election. Names of all aspirants shall be known to all members, at least, two weeks before elections to enable members to send their vote by mail to the Election Committee. 

2. A member shall be eligible for election to the Board of Directors only after maintaining an active membership in the association for a period of not less than three months. 

4. Resignation of Directors 

Any Director may resign at any time by giving written notice of such resignation to the Board, which shall act immediately thereafter. 

5. Vacancy on the Board of Directors 

Any vacancy on the Board may be filled by a majority vote of Directors then in office, even if they constitute less than a quorum. Any Director so elected by the Board shall hold office until the term of his/her predecessor expires. 

6. Meeting of the Board of Directors 

The Board of Directors shall meet at least six (6) times each year at places designated by the Board. Special meetings of the Board may be called by the President or at the request of any four (4) members of the Board. Notice of special meetings shall be given at least five (5) days but not more than thirty (30) days prior to such meeting. Emergency meetings of the Board may be called by the President by telephonic communication at any time as he/she deems fit and necessary. 

A Director in attendance at a meeting by telephonic communication pursuant to which he/she may be heard by, and may hear, all of the other Directors, shall be deemed to be present in person and may vote on all matters presented at the meeting. A majority of the Directors present in person or by telephonic communication shall constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. The Board of Directors may designate at any meeting of the Board of Directors times and places of regular meetings, and upon such designation such meetings shall be deemed dully called with or without the giving of notice. 

If at any meeting of the Board of Directors a quorum shall not be present, the Directors present at the meeting shall have the power to adjourn the meeting from time-to-time, without notice other than the announcement at the meeting, until the requisite number of Directors constituting a quorum shall be present. 

Any action that may be taken at a meeting of the Board of Directors may also be taken by written, unanimous consent of all the Directors. 

All Board Meetings shall be conducted in closed sessions. 

7. Removal of Directors 

With the exception of the President, any member of the Board of Directors may be removed from office by the affirmative vote of a quorum of Board Members present at a regular or special meeting, for conduct detrimental to the interest of the Association, for lack of sympathy with its objectives, for refusal to render reasonable assistance in carrying out its purposes, or for being absent for three (3) consecutive meetings of the Board without justifiable cause. Any such Director proposed to be removed from office shall be entitled to written notice of proposed action mailed five (5) days prior to the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. 

8. Quorum of the Board of Directors 

Fifty percent (50%) plus one of the members of the Board of Directors shall constitute a quorum. 

9. Election and Duties of the President 

a. Election, Removal and Resignation of President 

At the initial general meeting of members and thereafter at an Annual Meeting, Active Members shall elect by one vote each the President of the Board of Directors who will also be Chief Executive of the Association. 

The President shall be elected to serve in that capacity for a period of two (2) years or until his/her successor shall be elected, unless he/she shall be removed from office by a vote of "no confidence" by a majority of Active Members at a meeting called by the remaining Board members. 

The President may vacate his/her office by way of resignation tendered to the Secretary General with a copy to the Patron. 

1. In the event that the post of the President becomes vacant by resignation or vote of "no confidence" as stipulated above, a special general meeting will be convened within a period not exceeding one month to elect a new President. 

2. In case the President vacates his/her office less than three months before the scheduled date for election of new office bearers, the Secretary General will run the office of the President until new elections are held. 

a. Duties of the President 

The President of the Association shall have all powers and shall perform all duties commonly incident to and vested in the office of President of an association, including but not limited to being the Chief Executive Officer of the Association, preparing the agenda for the Annual Meeting at which he/she presides, and having general knowledge of and responsibility for supervision of the business of the Association. The President of the Association shall also have the following specific powers: 

1. The President calls and presides at all meetings of the Association including meetings of the Board of Directors. 

2. Assumes the function of Chief Spokesperson of the Association. 

3. Represents the Association to conferences and public forums. 

4. Coordinates the Association’s public relations activities in consultation with the Board members. 

5. Calls emergency meetings of the Board when he/she deems fit and necessary. 

6. The President shall appoint chairpersons for standing committees and sub-committees as may be required by these By-laws and shall be an ex-officio member without vote of all committees, unless otherwise specified in these By-laws. 

7. The President with the approval of other Board members, shall have the power to suspend the activities of any Standing Committee or to leave the chairperson of any Standing Committee vacant for the duration of his/her term of office. 

8. The President shall have the power to appoint special or ad-hoc committees as may be required. 

9. The President shall also perform such other duties as other members of the Board may from time-to-time designate. 

A. PATRON: 

The Association’s Patron will be nominated by the Board of Directors from among members of the Tanzanian community subject to confirmation by Association members at a general meeting. 

ARTICLE III 

OFFICERS 

1. Election Officers 

Officers of the Association shall be members of the Board of Directors and shall consist of the President, Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with these By-laws as may be appointed and determined by the Board of Directors. 

The Secretary General shall be elected by popular vote by a general meeting of members of the Association in accordance with other regulations governing the conduct of election meetings. 

The Treasurer of the Association shall be appointed by the Board, after being nominated by the President, at the first meeting of the Board of Directors following the initial general meeting of members and thereafter, following an Annual Meeting of members of the Association. 

2. Duties of the Secretary 

The Secretary shall attend all meetings of the Board of Directors, any committee of the Board of Directors, and all meetings of the members and record all proceedings of the meetings of the members and of the Board of Directors, or any committee of the Board of Directors, in a book to be kept for that purpose. The Secretary shall have custody of the corporate seal of the Association and he/she shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature. In the absence of the Secretary, the President may appoint a temporary Secretary from among the members of the Board. 

The Board of Directors may give general authority to any other officer(s) to affix the seal of the Association and to attest the affixing by his or her signature. In addition to keeping accurate minutes of the proceedings of the members, Board of Directors, and committees of the Board of Directors, the Secretary shall keep at the principal office of the Association in the District of Columbia a record of the names, addresses and telephone numbers of the members of the Association entitled to vote and those of Associate members of the Association. Such information (addresses and members’ telephone numbers) shall at all times be kept and used specifically for the Association’s activities and treated as confidential by all members of the Board of Directors. 

The Secretary shall recruit new members, review membership status of all applicants for membership in the Association, and certify the membership of all applicants by issuing a membership card signed by the President. 

3. Duties of the Treasurer 

The Treasurer shall have custody of the Association’s funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall keep correct and complete books and records of accounts. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so require, an account of all his/her transactions as treasurer and of the financial conditions of the Association. The Treasurer shall prepare and present Annual Statements of Account and budget to the Board of Directors ten (10) days prior to the Annual Meeting of members. 

4. Vacancies 

In case of any office of the Association becomes vacant by any cause, with the exception of the President, the majority of the Board of Directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the election and qualification of his/her successor. 

5. Removal of an Officer 

Any officer elected or appointed by the Board of Directors may be removed from office by the affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board for that purpose, for any cause detrimental to the interest of the Association, for refusal to render reasonable assistance in carrying out its purposes, or for failing to perform duties of the office to which he/she was elected. Any officer proposed to be removed shall be entitled to at least five (5) days notice in writing sent by mail of the meeting of the Board at which such removal is to be voted upon and shall be entitled to appear before the Board and be heard at such meeting. 

ARTICLE IV 

STANDING COMMITTEES 

The Board of Directors shall have the power to increase or decrease the number of Standing Committees as it sees fit. 

1. Executive Committee 

The Executive Committee shall consist of the Board of Directors and the Chairpersons of the various committees. Actions of the Executive Committee shall be reported to the Board at the next Board meeting. The President who shall be the chairperson of the Executive Committee shall call and preside at all meetings of the Committee, as the business of the Association may require. Four (4) of the members of the Executive committee shall constitute a quorum at any meeting. 

2. Education Committee 

The Education Committee shall consist of no fewer than three (3) members. Charged with planning, organizing and carrying out all educational activities and other forums for enrichment of the Association’s membership. This Committee may coordinate its plans and activities closely with those of the Social and Cultural Committee. 

3. Social and Cultural Committee 

The Social and Cultural Committee shall consist of no fewer than four (4) members. Charged with planning, organizing, and carrying out all social and cultural activities for the enrichment of the membership and the community. This Committee may coordinate its plans and activities closely with those of the Education, and Budget and Finance Committees. 

4. Budget and Finance Committee 

The Budget and Finance Committee shall consist of no fewer than three (3) members. The Treasurer shall serve as chairperson of this Committee. The Budget and Finance Committee shall be charged with the task of looking into various ways of making the Association self-supporting economically and financially. The Committee shall work closely with all other committee, especially in matters involving finances. 

5. Publications Committee 

The Publications Committee shall consist of no fewer than three (3) members. This Committee shall be responsible for editing, publishing, and distributing the Association’s newsletter and all other publications to the membership and other individuals and organizations that have working relationships with the "Jumuiya ya Watanzania – Marekani", as well as publicizing the aims and objectives of the Association. 

6. Appointment of Committee Members 

The President of the Association, with the approval of the Board of Directors, shall appoint such committees and task forces as shall be prescribed by the Board of Directors from time to time. Members of each Committee will appoint their chairperson. The President of the Association shall be empowered to remove and chairperson of any committee for failure to perform his/her duties to the satisfaction of the President of the Association. 

7. Terms of Office 

Terms of office for chairpersons and members of the Standing Committees shall be two years. 

8. Meetings of Standing Committee 

Unless otherwise provided by the Board of Directors upon designation of a committee, each committee designated shall operate under the rules set forth in this paragraph. Meetings shall be called by the chairperson of the committee, the President of the Association, or any member of the committee and may be held upon 24 hours telephonic notice or written notice delivered by hand, or upon other written notice not less than five (5), but not more than thirty (30) days, prior to such meeting. 

ARTICLE V 

FINANCIAL ADMINISTRATION 

1. All checks or demands for money shall be co-signed by the President or the Association and the Treasurer, or any other person designated by the Board of Directors. 

2. All funds of the Association shall be deposited in a bank or banks designated by the Board of Directors. 

3. The Board of Directors shall annually designate and direct the officers to engage an independent public accountant to audit the accounts of the Association. 

4. The fiscal year of the Association shall be from January 1 to December 31, of each year. 

ARTICLE VI 

DUES 

1. Dues for membership in the Association shall be determined once during each calendar year by members at the annual general meeting and shall be payable upon application to membership and thereafter on a calendar year basis. 

2. Dues shall be considered past due thirty (30) days after the annual members meeting. Members rights and privileges as described by these By-laws shall be denied any member whose dues are delinquent. The Treasurer may recommend that a member whose dues are delinquent be dropped from membership, and a majority vote of the Board of Directors shall be required to confirm such action. 

3. New members applying for membership in the Association six (6) months after the calendar year begins shall pay fifty percent (50%) of the dues to cover that portion of the year, and thereafter full dues on a calendar year basis. 

ARTICLE VII 

MISCELLANEOUS 

1. Notices 

Unless otherwise indicated herein, when notices are required to be given, they shall be in writing and shall be given by first class mail, postage paid, addressed to the party to be notified at the last address shown for such party on the books and records of the Association or shall be hand delivered to such party at such address. Written notices required hereunder shall be deemed to have been given when mailed or in the case of hand delivery, when delivered. 

2. Record Dates: 

Where notice is required to be given to members, it shall be given as may be designated by the person giving such notice to the members who are members of record as of a date certain not more than thirty (30) days prior to the date the notice is given. No notice must be given to any member who is not member as of such date certain. 

3. Inspection of Books and Records: 

The books and records of the Association shall be available for inspection by any Active Member, or his agent or attorney, for any proper purpose by giving five days notice. 

ARTICLE VIII 

INDEMNITY FOR THE DIRECTORS AND OFFICERS 

1. Indemnification 

This Association shall indemnify any person who was or is a party threatened, to be made a party to any threatening, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact such person is, or was a Director, or officer of this Association against expenses (including attorney’s fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably expected to be in, or not opposed to, the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. 

ARTICLE IX 

AMENDMENTS 

These By-laws may be amended at any time by a majority vote of the Board of Directors then in office, provided, however, that any amendment that alters or affects the right of the members to elect, or remove, the Board of Directors, or any one of them, shall require the approval of a majority of the Active Members. 

This 3rd day of January, Nineteen Hundred Ninety. 

Signed 

Jerome D. Kassembe 

President 

Signed 

Alex M. Kombe 

Secretary