HII NDIO KATIBA YA JUMUIYA YA WATANZANIA DMV ISOME UIELEWE KUSUDI TUOKOE MUDA KESHO KWENYE UCHAGUZI

KATIBA YA JUMUIYA YA WATANZANIA MAREKANI WASHINGTON METROPOLITAN

(CONSTITUTION OF ASSOCIATION OF THE TANZANIAN COMMUNITY IN AMERICA – WASHINGTON METROPOLITAN)

PREAMBLE

We the undersigned Tanzanian Nationals living in the Metropolitan Metro Area of this United States of America, being persons of the age of eighteen years or more, hereby resolve to organize and enact an Association herein after to be known “The Association of the Tanzanian Community (Washington Metropolitan) also known as ATC – METRO,” which is a non-political organization under the District of Columbia “NON-PROFIT Corporation ACT” (D.C Code, 1981 edition, Title 29, Chapter 5.)

MISSION

The Mission of the 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.

To promote programs that reflects the aspirations of Tanzanian American and to make positive contribution to our community.

GOALS AND OBJECTIVES

We the members of the Association being 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 in Tanzanians and friends 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 our community.

TERM

The Term of existence of the Association is PERPETUAL.

MEMBERSHIP

1.1         Classes of Members and Qualification of Membership

A.   Any Tanzanian who is eighteen (18) years or older and agrees and abide by these by laws shall become a member upon contribution of 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 the Association leadership.

C.   Any person who has demonstrated support and interest for the cause and aim of the Association shall be eligible for “Honorary Membership” with all accompanying rights.

D.   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.

1.2         Rights of Members

All Members of the Association shall have the following rights:

(i)            The Active Members of the Association shall have the right to elect the members of the Board of Directors, and other Officers and to remove such Board or Director, or Officer in accordance with Article 1of this constitution.

(ii)          The Active Members of the Association shall approve the amendment of Articles of this Constitution by an affirmative vote of two thirds (2/3) during the General Meeting.

(iii)         The Active Members of the Association shall approve the merger into with, or consolidation with another Association or Corporation by a vote of two thirds (2/3) of Active Members.

(iv)         The Active Members of the Association shall approve the dissolution of the Association by a vote of two thirds (2/3) of Active Members.

(v)          The Active Members of the Association shall approve the disposition of all or substantially all of the properties or assets of the Association by an affirmative vote of two thirds (2/3) of Active Members.

(vi)         No Member(s) of the Association will be above the By-Laws of the Articles of the Constitution of the Association.

(vii)        All Members shall safeguard, respect and abide by the Constitution of the Association.

1.3         Obligations of Members

All Members of the Association shall have the following obligations:

(i)            To participate in activities that this Constitution requires him / her to do;

(ii)          To protect the integrity and reputation of the Association;

(iii)         To pay the fees as provided by this Constitution and as may from time to time be determined by the Executive Committee endorsed by the General Meeting;

(iv)         To deal justly and faithfully with other members of the Association;

(v)          To vote in the general election and any other type of voting; and endorse any recommendation made by bodies according to this Constitution.

1.4         Termination of Membership

(a)  Membership to the Association may terminate through any of the following grounds:

(i)            Resignation;

(ii)          Suspension;

(iii)         De-registration (Expulsion); or

(iv)         Death of a Member.

(b)  Upon resignation, suspension or expulsion, membership privileges such as receipt of newsletters and any resources accessible for purpose of membership shall be withdrawn forthwith.

(c)  Any Member desiring to resign from the Association shall submit his / her resignation to the Secretary of the Association.  As a matter of courtesy the resigning member can explain the reason(s) for resignation if she / he thinks doing so will be in the interest of the Association.  The resignation shall formally be effective upon its receipt.

(d)  The Association shall have and maintain a list of etiquettes, and the Board shall have power to suspend a member from his / her membership, on the grounds that his / her conduct is against the etiquettes and has adversely affected the reputation and / or dignity of the Association, and / or she / he has contravened any of the provisions of the Constitution of the Association.

(e)  Any Member may be expelled from the Association if:

(i)            The Executive Committee so recommends; and

(ii)          If Simple Majority of paid up members who participate in the voting exercise, shall resolve that such a member should be expelled on the grounds that his / her conduct has adversely affected the reputation and / or dignity of the Association, or that she / he has contravened any of the provisions of the Constitution of the Association;

(iii)         The Board shall have power to suspend a member from his / her membership until the next General Meeting of the Association, where simple majority of paid up members who participate in the voting exercise, shall approve that such a member be expelled.  *Not withstanding such suspension a member whose expulsion is proposed shall have the right to address the Executive Committee or the General Meeting at which his / her expulsion is being considered.

(f)   Expelled and / or suspended members shall be accorded an appeal recourse in which an ad-hoc committee drawn from the membership other than the Executive and any officials of the Association, shall review the expulsion and / or suspension and recommend upholding or nullifying the expulsion and / or suspension.  Failure to uphold the expulsion and / or suspension will require a review of the matter by the next General Meeting for further vote.  The resulting recommendation of the General Meeting shall be final and members involved shall be bound by this decision.  Such a decision will require passing by simple majority of the paid up members who participate in the voting exercise.

(g)  A Member who has been expelled may re-apply for re-admission after a period of not less than six (6) months and a probation period of not less than six (6) months; and will need to satisfy the Administration Sub-Committee that the reason(s) for expulsion no longer hinder his / her membership in the Association.  The Administration Sub-Committee reserves the right to uphold continued expulsion for no more than three (3) times made after twelve months each, after which the matter will be referred to the Executive Committee for another vote in the General Meeting.  In any event, suspended members can apply for review of their cases after six (6) months starting at the date of suspension.

(h)  Any person who resigns or is expelled from the Association shall not be entitled to a refund of his / her subscription or any part thereof or any kind of fees contributed by him / her at any time.  On application and re-admission, such a member shall pay subscription and / or any other she / he might owe the Association.

(i)    Any Member who falls into arrears with his / her subscription for three months shall automatically cease to be a member of the Association and his / her name shall be struck off the master list of registered members.  The Executive Committee may, however, at its discretion, reinstate such member upon payment of the total amount of outstanding subscription.

MANAGEMENT OF THE ASSOCIATION

2.1       The Association shall be managed by an Executive Committee whose composition consists of:

• President
• Vice President
• Secretary
• Assistant Secretary
• Treasurer
• Assistant Treasurer

2.2       Members of the Executive Committee shall be elected in the General Meeting.

2.3       The Executive Committee shall be assisted by the following Sub-Committees;

• The Administrative Committee
• The Social-Economic and Empowerment Committee
• The Information and Communications Committee
• The Governance Committee

2.4       The Sub-Committee shall consist of a minimum of four (4) and a maximum of six (6) members shall be nominated.

2.5       All office bearers shall hold office from the date of election or nomination until the end of two (2) years term.

2.6       Any office bearer who ceases to be a member of the Association shall automatically cease to be an office bearer thereof.

2.7       (a) Office bearers may be removed from office in the same way as is laid down for the expulsion of members and vacancies thus created shall be filled by persons elected at the Executive Committee meeting resolving the suspension.  The persons so elected to fill the vacancies shall hold office, in acting capacity, until the following General Meeting.

(b) Office bearers may be removed from office when the members feel that the officer has failed to perform his / her duties satisfactorily.  Members can do so by requesting the Special General Meeting in which a “Vote of no confidence” will be decided by simple majority of the participating members.

DUTIES OF THE OFFICE BEARERS

3.1       The President shall, unless prevented by illness or other sufficient cause, preside over all meetings of the Executive Committee and all General Meetings.  She / he shall represent the Association and the Executive Committee in all matters of the Association provided she / he acts within the guidelines and regulations of the Association as stipulated in this Constitution.

3.2       The Vice President shall perform any duties of the President in his / her absence and carry out any other duties assigned to her / him by the President and / or the Executive Committee.  He / she shall be responsible for the day to day co-ordination of the activities of the Sub-Committees, other than the Executive Committee, on behalf of the Executive Committee.

3.3       The Secretary shall deal with all correspondence of the Association under the general supervision of the Executive Committee.  In cases of urgent matters where the Executive Committee cannot be consulted, she / he shall consult the President or, if not available, the Vice President.  The decisions reached shall be subject to ratification or otherwise at the next Executive Committee meeting.  She / he shall issue notices convening all meetings of the Executive Committee and all General Meetings of the Association and shall be responsible for keeping minutes of all such meetings and for the preservation of all records of proceedings of the Association and of the Executive Committee.  The Secretary shall be responsible for the administration of the Association’s Secretariat unless stated explicitly by the Executive Committee.  He / she shall be responsible for all publicity for the Association in consultation with the Executive Committee.

3.4       In the absence of the Secretary, the Assistant Secretary shall perform all the duties of the Secretary and such other duties as shall be assigned to him / her by the Secretary or Executive Committee, whether the Secretary is present or not.

3.5       The Treasurer shall have the overall duty of managing the finances and assets of the Association in consultation with and under the direction of the Executive Committee.  In addition, the Treasurer will have the following functions:

(a)       To receive and disburse, all monies belonging to the Association and shall issue receipts for all monies received by him / her and preserve vouchers for all monies paid by him / her.

(b)       To keep proper books of account of all monies received and paid by the Association.

(c)        To make available when required for inspection all financial records of the Association.

(d)       To maintain membership records.

(e)       To prepare a budget for the Association.

(f)        To identify sources of finance from within and outside the Association.

(g)       To coordinate all budgets prepared by other Committees.

(h)       To organize and co-ordinate fund raising events as and when necessary for purposes of raising funds for the Association.

3.6       The Assistant Treasurer shall perform such duties as may be specifically assigned to him / her by the Treasurer or by the Executive Committee and in the absence of the Treasurer shall perform the duties of the Treasurer.

THE EXECUTIVE COMMITTEE OF THE ASSOCIATION

4.1       The Executive Committee shall consist of  all the office bearers of the Association and the chairpersons of the committees; such members shall hold office until the end of the two (2) years term.  The Executive Committee shall be responsible for the smooth running of the Association and at times have the power to make decision on behalf of the Association as per the provisions, with convening a General or an Extra-Ordinary Meeting.  The Executive Committee shall meet at such times and places as it shall resolve but shall meet not less than once in any three months.

4.2       The Executive Committee shall have the power to co-opt up to three persons who, in its opinion, would benefit the deliberations of the Executive Committee.  Co-opted persons shall not have the right to vote in the Executive Committee.

4.3       Any vacancies for members of the Executive Committee caused by death or resignation or expulsion or any other reason shall be filled by the Executive Committee until the next Annual General Meeting of the Association.  Vacancies caused by members of the Executive Committee removed from office will be dealt with as provided in this Constitution.

4.4       Any member of the Executive Committee who shall be absent from three consecutive meetings without good or sufficient cause shall be deemed to have resigned from the Executive Committee.

DUTIES OF THE EXECUTIVE COMMITTEE

5.1       The Executive Committee shall be responsible for the management of the Association and for that purpose may give directions to the office bearers as to the manner in which, within the law, they shall perform their duties.

5.2       The Executive Committee shall decide and advice on all fiscal resources disbursed on behalf of the Association, such disbursement shall be in accordance with the Association’s provisions.

5.3       The quorum for meetings of the Executive Committee shall be no less than two thirds (2/3) of voting members. 

BOARD OF DIRECTORS

The Board of Directors shall consist of five (5) members plus the President and the Secretary of the Association.  The President and the Secretary shall not have voting powers.

DUTIES OF THE BOARD OF DIRECTORS

6.1       The Board of Directors shall be charged with management of the affairs of the Association for a three (3) years term.

6.2       While working with office bearers, the Board of Directors shall make policy decisions and present those decisions before the General Assembly for the members’ approval.

6.3       In such incidents when there is no time to table a matter before the General Assembly of members, the Board of Directors shall be vested with powers to make executive decisions and inform the membership.

6.4       No individual Board member shall have the authority of making statements affecting Association policy to the media or other groups except when such powers are delegated by the Bylaws to the members of the Board.

THE SUB-COMMITTEES OF THE EXECUTIVE COMMITTEE

7.1       The Administrative Committee

(a)       Process applications for new applicants, suspended and expelled members.

(b)       Review membership requirements.

(c)        Manage and organize examinations periodically as may be necessary for purposes of admission into the Association.

(d)       Maintain the quality of the Association and the general Tanzanian culture, as well as acting as the contact point in case of member grievances or other extraordinary expressions.

(e)       Review and revise the constitution as and when necessary for purposes of amendments.

7.2       The Information and Communications Committee

(a)       Edit and publish the Association’s journal in various forms (including supervision on the quality of news service provided by contractors on behalf of the Association.)

(b)       Administer a bulletin for purposes of intercommunication between members.  Any material contributed to the bulletin shall be deemed for publication unless the contributor expresses reservations.  Such material shall be held under copyright laws, first by the contributor and then by the Association as far as its distribution is concerned.

(c)        Administer a publicly accessible site for material thought to be of interest to the public that may require being in the public domain.  Sources of such material may be the Association’s papers, members’ contributions, and any other material from other sources that may be in the interest of the Association to maintain in the public domain.  Copyright laws shall apply as in 6.3(b) above.

(d)       Maintain the Association website and social media networks.

7.3       The Finance Committee

(a)       Establish a budget for the Association and manage the Association’s finances and assets, in consultation with the Executive Committee.

(b)       Identify sources of finance from within and outside the Association.

(c)        Coordinate all budgets established by other sub-committees.

(d)       Organize fund raising events as and when necessary for purposes of raising funds for the Association.

(e)       Propose and determine the rates of admission and annual fee of the members in the Association in collaboration with the Executive Committee.

7.4       The Governance Committee

The purpose of the Governance Committee is to ensure the efficient and effective functioning of the Board of Directors according to the Association’s constitution.  The Governance Committee shall be charged with:

(a)  Ensuring that the Board of Directors abides by the constitution;

(b)  Explains constitutional decisions to the members;

(c)  Lead constitution amendment procedures when necessary;

(d)  Keep Bylaws up to date;

(e)  Assist the Election Committee to conduct free and fair elections.

MEETINGS OF THE ASSOCIATION

8.1       Types of Meetings

There shall be following types of meetings:

(a)  Physical;

(b)  Tele-Conferencing;

(c)  A Combination of any of the above.

8.2       Forms of Meetings

There shall be the following forms of meetings:

(a)  Annual General Meeting;

(b)  Special or Extra-Ordinary Meeting.

The Annual General Meeting shall be held during the month of March each year.

8.3       The agenda for the Annual General Meeting shall consist of the following:

·         The Chairperson’s Annual Report;

·         Consideration of the accounts (Annual Financial statements and Auditors report);

·         Election of the Office Bearers and Committee Members, when that is due;

·         Appointment of Auditors

·         Such other matters as the Board may recommend or as to which notice shall have been given by a member or members of the Secretariat.

8.4       A Special or Extra-Ordinary Meeting may be called at any time, for any specific purpose by the Board.  Appropriate notice in writing of such meeting shall be sent to all members no less than twenty-one (21) days before the date thereof, in the Association’s journal, by post, and where practical by press advertisement and / or electronic mail.

8.5       A Special or Extra-Ordinary Meeting may also be requested for a specific purpose by order in writing to the Secretary of not less than twenty (20) paid up members; and such meeting shall be held within 42 days of the date of the receipt of the notice by the Secretary.  The notice for such meeting shall be as shown in rule    and no matter shall be discussed other than that stated in the requisition.

8.6       Quorum for Special or Extra-Ordinary Meeting shall be fifty percent (50%) of the registered voting members of the Association.  A tally of the participating members shall be taken at the end of the discussion period by the Secretary and be reported to the general membership before any vote is taken on an issue.  In the absence of a quorum, the Annual General Meeting will be postponed for a further twenty-eight (28) days and the number of additional members present for the extended discussion plus those who previously contributed to the first call of the meeting shall constitute the quorum.

8.7       Other Meetings

Additional meetings (general or otherwise) may be called at any time by the President or by petition in writing signed by at least one-third (1/3) active and paid members of the Association or by two-thirds (2/3) of the Executive Committee members.

8.8       Procedure at Meetings

(a)       At all meetings of the Association the President, or in his / her absence, the Vice-President, or in the absence of both these officers, a member selected by the meeting shall preside.

(b)       All decisions and / or resolutions at the meetings including, election of office bearers, Trustees, shall be decided by secret ballot.  In case of equality votes, the President shall have a second or casting vote.  However, should need arise, a majority of members at the meeting can vote by a show of hands.

(c)        Attendance shall be required of members at all the Association’s General Meetings.

(d)       A quorum shall be achieved by one-half of the active members present.

(e)       When a member is absent from a General Meeting due to temporary illness or extenuating circumstances, such a member should notify any other member of the Association.

(f)        Every member of the Association shall be permitted to attend all General Meetings, regardless of dues or payment status.

(g)       Attendance shall be taken by the Secretary at all meetings and a file record shall be maintained.

IMPEACHMENT

9.1       An officer of the Association can be impeached and expelled from office for         violation any of the provisions of the constitution and by-laws.

9.2       A two-thirds (2/3) vote at a Regular General Meeting is necessary to establish an impeachment process which shall require the formation of a Judicial Committee.

9.3       The President shall nominate members to serve in the Judicial Committee which shall consist of two (2) Executive Committee member and three (3) non-officers of the Association.  All nominations shall be approved by the general membership.  Where the impeachment is against the president, the chairman of the Advisory committee shall nominate members to serve in the Judiciary Committee which will consist of one (1) Advisory Council member, one (1) Executive Council member and three (3) non-officers of the Association.

9.4       In the Judiciary Committee, a minimum of four (4) out of five (5) votes will be required to expel any officer, provided the impeachment request originated from a two-thirds (2/3) majority at a Regular General Meeting.  In the event that it is determined that fraud has been committed against the Association, only a minimum of three (3) of the five (5) votes shall be necessary to expel the said officer or member of the Association.  The Association reserves its right to take necessary legal action in recovering stolen or misappropriated funds or property.  In addition, the Association reserves its right of taking any legal action in redeeming its image.

9.5       Any resulting vacancy due to the expulsion of an officer shall be filled in accordance with the provisions of the Constitution and By-laws of the Association of Tanzanians.

NOMINATIONS

10.1    Nomination forms shall be sent to all paid-up members eight weeks before the Annual General Meeting.

10.2    Nominations for Board membership and all office bearers shall be made to the Secretary 28 days (4 weeks) before the General Meetings.

10.3    Nomination for a position must be proposed by one fully paid-up member and seconded by at least two fully paid-up members of the Association and; should be made on the proper nomination forms; no other nomination forms, other than the Association’s original forms shall be acceptable for nomination.

10.4    In the absence of nomination for officers, nominations may be taken on the floor at the Annual General Meeting.  Candidates will be proposed and seconded accordingly.

10.5    Candidates for election and electoral process………………

10.6    Electoral Committee ………………

10.7    Election Results and Appeal Procedures.

FINANCIAL MATTERS

11.1    The sources of revenue of the Association shall be:

(a)       Membership Fee;

(b)       Annual Subscriptions by members;

(c)        Any finance-generating activities of the Association;

(d)       Grants, gifts and donations from any sources including private individual persons, companies and any other private or public institution within or outside Tanzania.

11.2    The funds of the Association may only be used to carry out the aims and objectives of the Association.

11.3    All financial resources and funds due to the Association shall be received by and paid to the Treasurer or his / her appropriate appointees such as regional representatives and shall be deposited by him / her in the name of the Association in any bank or banks nominated by the Finance Committee and approved by the Executive Committee.

11.4    No payments shall be made out of the bank account without a resolution of the Executive Committee authorizing such payments and all cheques on such bank account shall be signed by the Treasurer.

            However, at least two other office bearers of the Association who shall be appointed by the Executive Committee and not necessarily resident in the same country as the Treasurer shall give written authorization for the writing of the checks.

11.5    The financial year of the Association shall be from __________________

11.6    All activities relating to the representation of the Association subject to approval requirements as stipulated above shall be financed by the Association.

AUDITOR

12.1    An auditor shall be appointed for the following year by the Annual General Meeting.  All the Association’s accounts, records and documents shall be open to the inspection of the auditor at any time.  The Treasurer shall produce an account of his / her receipts and liabilities made up to a date which shall not be less than six (6) weeks and not more than three (3) months before the date of the Annual General Meeting.  The auditor shall examine such annual accounts and statements and either certify that they are correct, duly vouched and in accordance with the law, or report to the Association in what respect they are found to be incorrect, no vouchers or not in accordance with the law.

12.2    A copy of the auditor’s report on the accounts and statements together with such accounts and statements shall be furnished to all members at the same time as the notice convening the Annual General Meeting is sent out.  An auditor may be paid such honorarium for his / her duties as may be resolved by the Annual General Meeting appointing her / him.

12.3    No auditor shall be an officer bearer or a member of the Board of the Association.

INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

The books of accounts and all documents relating thereto and a list of members of the Association shall be available for inspection at the registered offices of the Association by any officer or member of the Association giving not less than twenty-one (21) days’ notice in writing to the Treasurer.

Copies of these documents may also be sent to pay up members upon payment of shipping and handling fees as determined by the Treasurer.

INDEMNITY

Provided that a paid up member is acting on behalf of the Association and provided that such action is authorized by the constitution and regulations of the Association; and provided that such action is deemed responsible within the regulations stipulated in the constitution; and provided such action is not ill-intentioned to cause damage, injury, liability and / or disrepute to the Association, she / he shall not be personally liable to damage, injury, liability and / or disrepute brought to the Association as a result of such action.

THE TRUSTEES OF THE ASSOCIATION

13.1    There shall be Trustees of the Association whose number shall not be less than two and shall not exceed four.

13.2    Trustees shall be appointed by the General Meeting of the Association on recommendation by the Board of Directors.

13.3    Trustees shall be drawn and appointed from Tanzanians interested and committed to the operation, welfare and functioning of the Association and continuation and direction of the affairs of the Association.  They should be people of high caliber, high moral standing, known for their neutrality and / or impartiality and whose judgment can be relied on.

13.4    The Trustees shall be expected to provide guidance to the Board of Directors and to the Association in general at all times and in particular in times of crisis.

13.5    The Trustees shall, on behalf of the Association own and ensure the proper management of all the property of the Association, movable and non-movable including real estates and financial resources, inspect any deeds, agreements and any other legal instruments related to any property of the Association, for the purposes of ensuring their authenticity and security.

13.6    In the event of dissolution of the Association the Trustees shall be responsible for over-seeing the smooth disposal of the Association’s assets, settling the liabilities, and ensuring that any Association’s proceeds are disposed of in accordance with the objectives of the Association.  Such Association’s proceeds can be channeled into projects, causes, ventures that the Board of Directors recommends as being appropriate, provided such projects, causes, ventures are not intended for the profit of former members or any other person(s).

13.7    Trustees shall serve in the capacity for a period of five (5) years.  They may be re-appointed.

13.8    The Trustees shall, collectively and individually, be accountable to the General Meeting.

13.9    Any or all Trustees may be removed from office when the members feel that the officer has failed to perform   his / her duties satisfactorily.  Members can do so by requesting a Special General Meeting in which a “Vote of no confidence” will be decided by simple majority of the participating members.

FINANCIAL COMMITMENT(S)

14.1    All financial commitment(s) for and on behalf of the Association must have proper approval in accordance with the constitution / by-laws.  Commitment(s) without proper approval shall be the responsibility of the individual involved in the transaction.

14.2    In the event of an embezzlement or fraud or financial impropriety by a member, groups or legal entity against the Association, the Association will take the necessary legal action in recovering stolen or misappropriated funds or property.  In addition, the Association will take the necessary legal actions in redeeming its image.

COMMITTEES

Executive Committee

The power of the administration and representation of the Association shall be vested in the Executive Committee as described in the constitution.  Executive Committee members shall be elected by members who have paid their annual dues.  Each officer of the Executive Council shall have a single vote.

Composition

The Executive Committee with approval from the general membership shall create committees as necessary.  Any and all members of the Executive Committee shall have the right to sit on any committee meeting as an observer. 

Duties

The Executive Committee shall convene at the call of the President and shall:

• Transact business on behalf of the Association;
• Develop and implement the annual program of activities for the Association;
• Make an annual report of its accomplishments at the end of the year General Meeting;
• Set time and place, with approval from the general membership, for the ____ (month) Special Event Meeting;
• Create / establish in writing functional guidelines for Committees;
• Arrange for an audit of the records of any officer resigning from the Association;
• Arrange for an annual audit of the Association’s financial records which shall be conducted by two members elected by the general membership.

Other Committees

Sub / Ad-hoc committees shall be established at the discretion of the President with the approval of the general membership.

Duties

• Each committee shall elect a chairperson;
• Each committee chairperson shall, with the 31^st day of his / her appointment present a plan (based on written guidelines from the Executive Committee), a list of members, and a budget (if necessary) to the Executive Committee, who, upon two-thirds (2/3) majority shall ratify the plan.
• All committees shall operate under the guidelines approved by the Executive Committee;
• Each committee shall make quarterly reports of its activities to the Executive Committee;
• Each committee shall inform the President of all meetings, prior to such meetings;
• Each committee shall develop and present to the President a program of activities within four (4) weeks of their approval by the Executive Committee and shall perform other duties as directed by the President and the Executive Committee.

THE GRIEVANCE COMMITTEE

The Grievance Committee and its chairperson shall be appointed by the Executive Committee.  No member of the Executive Committee shall be part of the Grievance Committee.  Members of the Grievance Committee shall be selected from the general membership.

There shall be a dispute resolution process in place (established by the Executive Committee) and all grievances shall be channeled through the Grievance Committee.  The committee’s decisions shall be final.

ELECTION

Election Committee

An Election Committee from among the paid members shall be established by the Executive Committee by _____ (month) of the election year to conduct the elections for officers and auditors for the Association.  This committee will solicit nominations for Executive Council / Auditors positions and submit them to the Executive Council for certification.  The chairperson of the Election Committee shall present the names for a vote / position to the general membership.  When voting is completed the committee shall count the ballots and certify to the President the names of the people duly elected.  All elected officers shall serve the Association in accordance with the constitution.

Two Auditors shall be elected annually to audit the financial accounts and this shall be done before a new administration is elected and sworn in.  The President and the Treasurer shall be excluded as auditors or voters.  Election of auditors shall be by the general membership and auditors shall carry out all required audits during their term of office.

Elections shall be conducted at a regular general meeting in the month of ____ of the election year.  The Association calendar shall be as stated in Article II (January 1^st to December 31^st).

ELIGIBILITY

Only paid active members are eligible to run for any office of the Association.  All membership dues shall be paid at least 30 days prior to the election date to be eligible for nomination.  A list of paid financial members shall be made available by the Treasurer for the purpose of election.

Only active members who have resided continuously for a minimum of two years in the METRO, immediately prior to the election date may contest for the office of the president.

Only active members who have demonstrated the willingness to serve the Association may contest for the position of the Vice President, the Secretary, Assistant Secretary, Treasurer and Public Relations Officer.

TERMS

The Executive Committee shall be elected once every two (2) years.  Members of the Executive Committee can be re-elected to serve for one additional two-year term.  The President is limited to two (2) consecutive terms.  Presidents that have successfully served two (2) terms shall not be eligible to contest for or seek the office of the president in the first two (2) years immediately following the end of their last term.  Officers cannot hold the same office for more than two (2) consecutive terms, but may seek other positions.

The presiding officer (Chairperson of the Election Committee) shall not vote unless in the event of a tie; in such a situation he / she shall cast the tie breaking vote.

LEGAL STATUS OF THE ASSOCIATION

The Association shall be a legal person with the capacity to own and dispose property, to sue or be sued in its own name and to enter into any legal relations.

AMENDMENTS TO THE CONSTITUTION

15.1    Amendments to the Constitution of the Association may be proposed by any member at any time.

15.2    The proposed amendment will be tabled for discussion by members if at least one other member has seconded it.  However, the amendment can only be effected upon approval by simple majority of paid up members of the Association either at a General Meeting or via some acceptable voting method.

15.3    All voting shall be by secret ballot.  In the case where alternative means of voting (such as electronic mail) is used not less than two returning officers will be designated for the ballot.

INTERPRETATION OF THE CONSTITUTION

For the purpose of the interpretation of this Constitution, the component organ shall be the General Meeting, whose decision shall be binding upon all organs and members of the Association.

DISSOLUTION OF THE ASSOCIATION

The Association shall not be dissolved except by a resolution passed at a Special General Meeting of members by a vote of two thirds (2/3) of the registered members.  The quorum at the meeting shall be shown to be no less than two third (2/3) of the registered members.  If no quorum is obtained, the proposal to dissolve the Association shall be submitted to a further Special General Meeting which shall be held one month later.  Notice of the meeting shall be given to all members of the Association at least fourteen (14) days before the date of the meeting.  The quorum for second meeting shall be the number of discussants at the previous meeting plus those present for the second meeting.  For the Association to be dissolved, the resolution shall pass with at least two third (2/3) of the said quorum for this meeting.

Provided the dissolution of the Association has been approved the membership, no further action shall be taken by the Board of Directors or any officer bearer of the Association in connection with the aims of the Association other than to get in and liquidate for cash all assets of the Association.  Subject to payment of all dues of the Association and the laws pertaining to be resolved by the meeting at which the resolution for dissolution is passed.

RULES

The Annual General Meeting shall have the powers to make and adopt rules from time to time for the purposes of regulating the activities of the Association.