CONSTITUTION AND BYLAWS
THE JAMAICAN NATIONALS ASSOCIATION, INC.
FEBRUARY 28, 1982
AMENDED MARCH 28, 2004
AMENDED JUNE 23, 2019
The name of the organization shall be Jamaican Nationals Association, Inc.
The Jamaican Nationals Association, Inc., hereinafter referred to as the Association shall be an exempt organization, organized under Section 501 (c)(3) of the Internal Revenue Code, and shall have and pursue the following aims and objectives:
- a) To unite Jamaicans, their friends, and supporters in membership and in support of the Association as a vehicle for communication and for cooperation among and between Jamaicans in the Washington Metropolitan Area and throughout the United States of America;
- b) To seek ways and means to promote and maintain the cultural heritage of Jamaicans living in the United States of America;
- c) To assist members in pursuit of their educational goals and objectives;
- d) To maintain concern about and seek ways and means to assist in improving the lot of the deprived, unemployed, and the socially and economically disadvantaged members of the Washington and Jamaican communities;
- e) To assist charitable organizations in the United States and in Jamaica.
- a) The Association may undertake any lawful activity including such social, cultural, educational and fundraising activities, as in the opinion of the Executive Committee are calculated to advance the interests of the Association and to facilitate the promotion and fulfillment of its aims and objectives, and which are not expressly or impliedly forbidden or are not inconsistent with anything contained herein or in the By-Laws of the Association.
- b) No part of the net earnings of the Association shall inure to the benefit of or be distributable to any Executive Committee member, officer, employee or other individual, partnership, estate, trust, or corporation having a personal or private interest in the Association. Compensation for services actually rendered, and reimbursement for expenses actually incurred in attending to the affairs of this Association shall be limited to reasonable amounts. The Association shall not carry on propaganda, or otherwise attempt, to influence legislation, except as specifically allowed by the provisions of the Internal Revenue Code applicable to this Association, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Membership in the Association shall be open to:
- a) Every person who is a national of Jamaica.
- b) Persons having Jamaican citizenship.
- c) Persons having legitimate claims to Jamaican citizenship.
- d) Persons having a legitimate claim to a Jamaican heritage.
- e) Any individual sponsored by two (2) members in good standing of the Association and approved by the Executive Committee or by a majority of the member in general session present and voting.
- f) Any person who qualifies as an honorary member as provided in the By-Laws.
The legislative body of the Association shall be the members who are in good standing, as defined in the By-Laws, meeting in general session.
- a) The administrative power of the Association shall be vested in the Executive Committee.
- b) The members of the Executive Committee shall serve as the Board of Directors.
The members of the Executive Committee shall be:
- a) The President,
- b) The Vice-President,
- c) The Treasurer,
- d) The Assistant Treasurer,
- e) The Public Relations Officer,
- f) The Executive Secretary,
- g) The Recording Secretary,
- h) The Parliamentarian,
- i) The two (2) Ex-Officio Members, and
- j) The Chairpersons of the Standing Committees.
Meetings of the Association shall° be conducted as stated in the By-Laws.
Elections of the Association shall be conducted under the rules provided in the By-Laws.
The Constitution of the Association may be amended by the procedure set forth in the By Laws.
Upon dissolution, the assets of the Association shall be disposed of as provided in the By Laws.
BYLAWS JAMAICAN NATIONALS ASSOCIATION, Inc.
(AMENDED JUNE 23, 2019)
ARTICLE I – NAME
SECTION 1.01. Name. The name of the Corporation is the Jamaican Nationals Association, Inc. (hereinafter referred to as the “Association”).
ARTICLE II – PURPOSES OF THE ASSOCIATION
SECTION 2.01. Purposes. The Association is organized to operate exclusively for charitable and educational purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code of 1986 and more specifically:
- To unite persons of Jamaican heritage in the Washington DC Metropolitan Area and their friends and supporters in membership and in support of the Association as a vehicle for communication and cooperation;
- To identify, support or provide activities that promote Jamaican culture and heritage;
- To assist students and members of Jamaican heritage in the Washington DC Metropolitan Area in pursuit of their educational and developmental goals and objectives;
- To assist in improving the welfare of persons of Jamaican heritage in the Washington DC Metropolitan Area and in communities in the United States, and in Jamaica, including the socially and economically disadvantaged; and
- To assist charitable organizations serving Jamaican communities in the United States and in Jamaica.
ARTICLE III – OFFICES AND REGISTERED AGENT
SECTION 3.01. Offices. The principal office of the Association shall be located within the District of Columbia at such place, as the Board of Directors shall from time-to-time designate. The Association may maintain additional offices at such other places outside the District of Columbia as the Board of Directors may designate.
SECTION 3.02. Registered Agent. The Association shall designate a person to serve as the registered agent for the District of Columbia. The person designated, as the Registered Agent, may be a commercial or noncommercial agent. If the Association uses a noncommercial agent, then the person must be: An officer or director of the Association, or an individual or entity that serves in DC as an agent for service of process; or an attorney licensed in DC and with an office in DC. The registered agent no longer must be a resident of DC. The Board of Directors may change the Registered Agent from time-to-time.
ARTICLE IV – MEMBERSHIP
SECTION 4.01. Membership Classes. There shall be two (2) classes of members:
- General Members. General Members shall be persons who are at least eighteen (18) years of age, who either claim a legitimate Jamaican heritage or lineage or who are not of Jamaican heritage but are sponsored by two members and qualify for membership by:
(1) Complying with such conditions for membership types as may be prescribed by the Board of Directors; and
(2) Paying a non-refundable membership fee as prescribed by the Board of Directors.
Jamaican heritage includes persons born in Jamaica and persons who claim Jamaican ancestry.
B Honorary Members.
(1) Honorary membership may be granted to any person, at least eighteen years of age, who has contributed to the advancement of the Association or the Association’s goals;
(2) A nomination for honorary membership shall be made in writing to the Board of Directors by at least two (2) members in good standing. The Board of Directors shall make recommendations on the merits of the nomination to the members meeting in general session. Approval requires two-thirds of members in good standing present and voting;
(3) An honorary member shall not be required to pay membership fees and cannot vote or hold office in the Association. However, an honorary member can choose to become a General Member by complying with Section A above and thereby relinquishing the Honorary Membership status.
SECTION 4.02. Types of General Memberships. The Board of Directors shall annually review the benefits of memberships and obtain approval of the members for any changes through a resolution presented at the Annual meeting of the general membership. Types of memberships include:
- Annual (periodic) Memberships.
(1) Student Individual Membership – open to students ages 18-26 of Jamaican heritage or lineage in the Washington Metropolitan Area who are enrolled in college or university programs;
(2) Adult Individual Membership;
(3) Adult Individual Membership including his/her business – open to those who choose to include their businesses as defined below:
(a) Small Enterprise – defined by the US Small Business Administration (SBA) as
small as having less than 250 employees;
(b) Large Enterprise – defined by SBA as large as having more than 250 employees.
- Lifetime Memberships. These are open to Adult Individual Members who pay the lifetime membership fee.
SECTION 4.03. Membership Fee Payment.
- A non-refundable membership fee, in the amount set annually by the Board of Directors and approved by the general membership, shall be collected from each applicant as a part of the application for membership;
- Annual (periodic) General Membership fees are based on the calendar year. Fees are prorated by fifty percent for applications received after June of a calendar year; and
- Renewing member fees are payable annually in January of each year.
SECTION 4.04. Application for Membership. Any applicant eligible for membership in the Association shall complete and submit a written application for admission as prescribed by the Board of Directors.
SECTION 4.05. Acceptance of Application. The Board of Directors or its designated agent. shall review the application. The application shall be accepted or rejected in writing within thirty (30) days for reasons satisfactory to the Board. If accepted, the applicant shall be admitted to membership and shall be allowed to vote as provided in Section 4.08 and entitled to hold office as provided in Section 5.02 subject to the limitations provided in Section 6.03.
SECTION 4.06. Information to be provided to New & Renewing Members. Each person, upon becoming a member, shall receive a copy of the Articles of Incorporation and the Bylaws of the Association. This requirement applies to renewing members where there have been significant changes to these documents. If the amendments are not significant, the renewing members can be provided with the specific amendments. Providing members with access to an electronic copy will be treated as providing members with a copy. The Board of Directors may set out other methods of delivery.
SECTION 4.07. Member’s Right to Copy Membership List. The Board shall maintain an accurate alphabetical list of members by name and address. A member is entitled to inspect and copy the membership list upon giving the Association five (5) business days’ notice.
SECTION 4.08. Member’s Right to Vote. Each member shall have one (1) vote and shall have the same rights and obligations as every other member with respect to voting, dissolution, and other matters set forth in these Bylaws or on which the DC Nonprofit law requires the approval of the members. Voting rights can only be exercised in the form provided in Section 4.09.
SECTION 4.09. Form of Voting by Members. A member shall vote in person and not by proxy. A voting agreement shall not be enforceable. As provided in Section 6.04 when voting at the election of officers, member voting shall be done by secret ballot.
SECTION 4.10. Member entitled to vote at a meeting requires determination of a voting record date.
- A member in good standing. As used in these Bylaws, a member means that the individual has met all the requirements for membership. Member in good standing is used periodically in these Bylaws to emphasize that the member has met the qualifications for membership and paid the membership fees as provided in Section 4.05
- Record Date. The record date is the date used for determining who is a member entitled to vote on a particular matter. The record date is the day before the date that notice of the meeting is first given to the members. The record date for a special meeting called by the members is the date the first member signs the petition. The determination of who is a member eligible to vote is made as of the close of business on the record date. The member is then viewed as a member in good standing.
SECTION 4.11. Membership Meetings.
- Meeting Notices. Whenever members are required or permitted to take any action at a meeting, written notice of the meeting’s date, time, and place shall be mailed or e-mailed to the members at least seven (7) calendar days prior to the date of the meeting. This applies to the annual, regular or general sessions, and special meetings. Meeting notices shall include an agenda of the meeting;
- Member’s Right to Inspect Membership List at Meeting.
(1) After fixing a record date for a membership meeting, the Board of Directors shall prepare an alphabetical list of names of all its members that are entitled to notice of that meeting. The list shall show the address of each member and the period of membership;
(2) The list of members shall be available for inspection by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Association’s principal office or at a place identified in the meeting notice where the meeting will be held.
- Annual Meeting. The annual meeting shall be held on the last Sunday in October of each year. The Board of Directors shall specify the date, time and location. The failure to hold an annual meeting does not affect the validity of any Association transaction. The function of the annual meeting shall be primarily to:
(1) Nominate and elect officers of the Association;
(2) Approve a program of activities and draft Calendar for the Association for the upcoming year;
(3) Approve Membership fees and membership benefit structure for the upcoming year;
(4) Endorse annual reports from the President and the Treasurer. The President’s annual
report shall incorporate reports from all other officers and chairpersons of standing committees; and
(5) Discuss and approve resolutions and policies.
- General Session or Meeting. General session meetings are meetings where Association policies are discussed and determined or where actions need to be taken. There shall be at least four (4) regular or general session meetings per year, including the annual meeting. The general sessions or meetings shall be held at least once a quarter and a Treasurer’s report shall be submitted in writing at these meetings. Additional general meetings shall be called at the discretion of the Board. The Board shall schedule other monthly meetings which focus on presentations and specific topics of interest to the membership. The Board of Directors shall set the date, time and location of these meetings.
- Special Session or Meeting. The Board of Directors or the President may call special meetings of members for any lawful purpose. Additionally, a special meeting shall be called by the Board upon written request to the Board submitted to the Executive Secretary by at least fifteen percent (15%) of the membership. The request should state the reason(s) for calling the meeting. Any special meeting called by the written request of the members shall give fourteen (14) day notice to the general membership and the meeting shall take place within twenty-one (21) days from the date the request is received by the Executive Secretary.
- F. Conduct of Member Meetings. The President or his or her designated substitute shall chair membership meetings. For all general session and special meetings of the Association’s members, the rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and to which they are not inconsistent with the Articles of Incorporation, Bylaws and any special rules of order the Association may adopt.
- Quorum for transaction of business at Membership Meetings. A quorum shall consist of the presence, in person, of ten percent (10%) of the members in good standing or not less than fifty percent (50%) of the Executive Committee plus 10% of members in good standing. If a quorum is present, motions shall be passed by a majority of those members present and voting on the matter, unless the vote of a greater number is required by these Bylaws.
SECTION 4.12. Ways General Membership may be Terminated.
- Voluntary withdrawal by a Member. Any member shall have the right to resign from the Association upon giving written notice of resignation to the Executive Secretary of the Association. Members who resign from membership shall not be entitled to any refund of membership fees paid. The resignation shall become effective without any action on the part of the Association;
- Delinquency in Payment of Membership Fee. Failure to pay a renewal membership within thirty (30) days of the expiration date will result in the member being removed from the membership register as a member in good standing and the cessation of voting rights;
- Termination of by the Board of Directors and Members.
(1) A general member may be terminated from the Association by resolution adopted by two-thirds (2/3) vote of the Board of Directors presented to the membership and supported by a two-thirds (2/3) vote of the members meeting in general session. Bases for termination include:
(a) Engaging in behavior or activities detrimental to the Association and/or which are likely to be repeated;
(b) Any other justifiable reason;
(2) Before the termination resolution is presented to the members for approval, the Board shall give the member at least fifteen (15) days written notice of the proposed action and the reasons. The member to be terminated shall have the opportunity to respond, in writing or in person, not less than five (5) days before the presentation to the general membership;
(3) The Board decision process can effectively terminate a membership if the member chooses to end the process with the Board action. Termination shall become effective immediately, unless the Board shall, in the resolution, fix another time;
(4) Upon termination, the name of the member shall be removed from the membership register and all his or her rights shall cease.
ARTICLE V – BOARD OF DIRECTORS
SECTION 5.01. Function of Board of Directors. The business and affairs of the Association shall be managed under the direction of its Board of Directors. However, a fundamental transaction, as defined by the DC Nonprofit Law (includes amendments to the Articles of Incorporation, these Bylaws or dissolution) may be approved by two-thirds (2/3) vote of the general membership in good standing without approval of the Board of Directors.
SECTION 5.02. Number of Directors & Qualification to serve as Directors. The Board of Directors shall consist of not less than three (3) or more than seventeen (17) members of the Association. The maximum number of Directors may be changed by an amendment to these Bylaws, but any such amendment shall not affect the tenure of office of a Director. Other qualifications for the elected Board members include the requirements at Section 6.03.
SECTION 5.03. Make-up of the Board of Directors. The Board of Directors consists of:
- The Executive Committee members consisting of the eight (8) elected officers (President, Vice-President, Executive Secretary, Recording Secretary, Treasurer, Assistant Treasurer, Parliamentarian, and the Public Relations Officer):
- The Chairpersons of the six (6) standing committees, appointed by the President and approved by the majority of the Board of Directors;
- Two ex officio members who serve in this position because of his/her history of service to the Association. The immediate past president may choose to serve in this capacity. One or both ex officio members may be appointed by the President and approved by the majority of the Board of Directors.
SECTION 5.04. Member Holding more than one Office. A person may hold more than one office on the Board of Directors but may not serve concurrently as both President and Treasurer or President and Executive Secretary of the Association. However, a person who holds more than one office on the Board of Directors may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
SECTION 5.05. Tenure of Directors. Directors shall serve two (2) year terms or until their successors are elected or appointed by the President. Directors may be re-elected or re-appointed for additional terms. If a Director’s term expires and a successor has not been elected or appointed, such Director shall continue to serve until a successor is elected or appointed or the number of directors is reduced.
SECTION 5.06. Resignation of a Director. A Director may resign at any time upon written notice to
the Executive Secretary. Such resignation shall take effect on the date the notice was delivered to the Executive Secretary. Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.
SECTION 5.07. Censure or Suspension of a Director for Cause. A Director may be censured or suspended for malfeasance, misfeasance or nonfeasance by a vote of two-thirds vote of the Board of Directors and the members in good standing meeting in general session, following the procedure in Section 5.08 for removal of a director for cause.
SECTION 5.08. Process for Removal of a Director for Cause.
- May be Initiated by Board Action. The Board of Directors, by two-thirds of its members, may by resolution vote to remove a Director who:
(1) Has been declared of unsound mind;
(2) Has been convicted of a felony;
(3) Has been found by a final court order to have breached a duty as a Director; or
(4) Has missed four (4) or more regular Board meetings in any twelve- month period without notifying the Executive Secretary with an explanation.
To be effective, members of the Association must approve the Board resolution as provided in sub-section C below. However, the Board member who is the subject of the removal may choose to end the process with the Board of Director’s resolution.
- May be Initiated by the Membership. Removal of a Board member for cause may be initiated by 15% of the general membership with a recommendation to the Board. The Board member who is the subject of the removal can choose to end the process with the members’ recommendation to the Board.
- Notice, Meeting and Vote. Members of the Association may vote to approve a Board resolution to remove any Director at the annual or at a special meeting of the members, by the affirmative vote of two-thirds of the members in good standing present at the meeting. The notice of the meeting at which the removal of a director is to be considered must state that one of the purposes of the meeting is to vote on the removal of the director.
SECTION 5.09. Process for filling Vacancy in a Board Position.
- The Vice-President shall fill a vacancy in the position of President until the next annual meeting of the membership;
- The President shall nominate a member to fill a vacancy in an elected Board position.
(1) A majority of the remaining Directors, whether or not sufficient to constitute a quorum, shall vote to confirm the appointment; and
(2) A Director selected to fill this vacancy shall serve until the next annual meeting of the membership. At this annual meeting, the members shall elect an individual to fill the unexpired term of the elected director whose resignation or removal created the vacancy on the Board.
- The President shall nominate a member to fill the unexpired term of an appointed position
on the Board with confirmation by the Board. The Director selected to fill the vacancy
shall fill the unexpired term of the member whose resignation or removal created the
vacancy on the Board.
SECTION 5.10. Regular Meetings of the Board. The Board of Directors shall hold regular meetings at least every two (2) months for the transaction of such business as may properly come before the meeting at such place and at such time as are affixed by the Board of Directors. Unless the Articles of Incorporation, the DC Nonprofit Code or these Bylaws provide otherwise, any business may be considered at regular meeting without such business having been specified in the notice for such meeting.
SECTION 5.11. Special Meetings of the Board. The President or any three (3) Directors may request the President call special meetings of the Board of Directors at any time. Unless the Articles of Incorporation, the DC Nonprofit Code or these Bylaws provide otherwise, any business may be considered at any special meeting without such business having been specified in the notice for such meeting. The special meeting of the Board of Directors shall be held on such date and at such place as shall be designated in the notice for such meeting.
SECTION 5.12. Notice of Board Meetings. The Secretary or such person’s designee shall give notice to each Director of each meeting of the Board of Directors.
- The notice shall state the time and place of the meeting;
- Notice is given to a Director when it is delivered personally to the Director, left at the Director’s residence or usual place of business, or sent by facsimile or e-mail, at least 48 hours before the time of the meeting or, in the alternative, by U.S. mail to the Director’s address as it shall appear on the records of the Association, at least seven (7) days before the time of the meeting;
- Notwithstanding the foregoing, a Director may waive notice of any meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened;
- Any meeting of the Board of Directors may adjourn from time-to-time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by general announcement.
SECTION 5.13. Quorum and Action by Directors at Board Meetings.
- A majority of the Board of Directors shall constitute a quorum for the transaction of business. The Directors present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum;
- The action of a majority of the Directors present at a meeting at which a quorum is present shall constitute action of the Board of Directors then in office;
- If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time-to-time until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called;
- Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent, which sets forth the action to be taken, is signed by each Director of the Board of Directors and filed with the minutes of proceedings of the Board of Directors.
SECTION 5.14. Meeting by Conference Telephone or Similar Communications Equipment. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear one another. Participation in a meeting by these means constitutes presence in person at a meeting.
SECTION 5.15. Decisions by Conference E-mails or Similar Communications. Decisions on specific items may be made by e-mail or similar communications, provided the item is specifically identified in the e-mail or similar communications subject heading and a reasonable period is provided for a response.
SECTION 5.16. Limits on Compensation to Directors in their capacity as Directors. The Association shall not pay any compensation to any Director for services rendered to the Association as a Director, however, a Director may be reimbursed for expenses incurred in the performance of his or her duties to the Association, in reasonable amounts as approved by a majority of the entire Board of Directors.
SECTION 5.17. Compensation to Directors who serve the Association in other capacities. A director who serves the Association in any other capacity may receive reasonable compensation for such other services pursuant to a resolution of the Board of Directors.
SECTION 5.18. Attendance at Board Meetings. In the event that any Director has four (4) or more unexcused absences from regular Board meetings in any twelve-month period, the Board of Directors may, in its discretion, deem such absences to constitute a resignation from the Board of Directors by such Director and move to censure or termination following the procedure set out in Section 4.12C for the termination of a general member in good standing.
SECTION 5.19. Conflict of Interest Declaration. Each Director shall sign and comply with a “Conflict of Interest Statement and Declaration Form”.
ARTICLE VI – ELECTED OFFICERS OF THE ASSOCIATION
SECTION 6.01. Positions that constitute Elected Officers of the Association. The Association officers are the President, Vice-President, Executive Secretary, Recording Secretary, Treasurer, Assistant Treasurer, Parliamentarian and Public Relations Officer who are also the officers of the Board of Directors. Officers of the Association shall be qualified members of the Association, elected for each position by the members.
SECTION 6.02. The Executive Committee of the Board. Elected officers and the appointed ex officio member in Article VII constitute the Executive Committee of the Board. The Executive Committee shall have all the power of the Board of Directors between the meetings of the Board, just as the Board has all the power of the Association between the meetings of the Association.
SECTION 6.03. Candidate Qualifications to seek election as Officers. Candidates for Officers of the Association must be members of the Association. Candidates for President and Vice-President must have been members for at least twelve (12) months and six (6) months for all other officers. Candidates must demonstrate qualification for each position and reflect the skills necessary to execute the mission of the Association.
SECTION 6.04. Process for Electing Officers.
A A Nomination & Election Committee comprised of three (3) members shall be appointed by the President, approved by the Board and approved by a majority vote of members meeting in general session. No member accepting nomination for election shall serve on the Nomination & Election Committee;
- The Nomination & Election Committee shall develop rules and procedures for conducting the nomination and election process, which shall provide that any member can nominate a candidate to the slate of nominees;
- The Nomination & Election Committee shall be responsible for reviewing the nominees to ensure that each nominee has complied with Section 6.03 and the rules for conducting the elections.
- Nominations shall take place at a general meeting immediately preceding the Annual General Meeting or at a Special General Meeting called at least fourteen (14) days before the Annual General Membership Meeting by the Board of Directors for that purpose;
- Officers shall be elected or re-elected by secret ballot at the annual meeting by the members in good standing, as determined in accordance with Sections 4.09, and 4.10. Officers shall be elected by a majority of the members present and in good standing.
SECTION 6.05. Duties of the President, who is also known as the Board Chair.
- The President shall preside at all meetings of the membership, meetings of the Board of Directors and the Executive Committee and, in general, shall perform all such duties as assigned to the President by these Bylaws and from time to time by the Board of Directors;
- The President, except in such instances where these Bylaws confer specific powers on other officers of the Association, shall supervise, manage and direct the business of the Association and shall communicate to the general membership reports, proposals and recommendations for consideration or action;
- The President shall act for or on behalf of the Association in all matters in which action by the President is required by law, and he/she may do and perform all other acts incident to the position of President, including the signing of contracts and other documents in the name of the Association where authorized by the members meeting in general session, except as may be otherwise provided in these Bylaws or ordered by the Board of Directors;
- The President shall call all meetings of the Executive Committee of the Board;
- The President shall have the power of appointment to fill vacancies on the Board of Directors including vacancies in elected positions until an election is held to fill any vacancy in an elected position. Such appointments shall be approved by a majority of the Board;
- The President shall have the power of appointment to fill any position deemed necessary for the proper functioning of the Association.
SECTION 6.06. Duties of the Vice President, who is also known as the Board Vice-Chair.
- The Vice President shall preside at all meetings of the Board of Directors. in the absence or disability of the President;
- The Vice President shall serve as ex officio member of the standing committees;
- The Vice-President shall be responsible for ensuring that the Standing committees are meeting and operating administratively;
- The Vice-President shall have such powers and perform such duties as the Board of Directors, or the President may from time to time prescribe.
SECTION 6.07. Duties of the Executive Secretary.
- The Executive Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall be custodian of the records of the Association, as required by the DC Nonprofit law. In general, the Secretary shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time-to-time assigned to the Secretary by the Board of Directors;
- The Executive Secretary shall receive all communications and conduct all correspondence at the direction of the President;
- The Executive Secretary shall maintain the files and have charge of all materials pertaining to the performance of his/her duties;
- The Executive Secretary shall maintain an up to date list of the members of the Association;
- The Executive Secretary shall perform such other duties as are assigned from time to time by the President or the Board of Directors.
SECTION 6.08. Duties of the Recording Secretary.
- The Recording Secretary shall record and maintain a record of the minutes of all general, special and annual meetings of the membership and the Board of Directors, in files, books, e-files provided for that purpose;
- In general, the Recording Secretary shall perform such other duties as may from time to time be assigned by the President or the Board of Directors.
SECTION 6.09. Duties of the Treasurer.
- The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Association, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors;
- The Treasurer shall enter, or cause to be entered, regularly in books to be kept by for that purpose, full and accurate account of all monies received and paid by or on account of the Association;
- The Treasurer may endorse in the name and on behalf of the Association all instruments for the payment of money, bills of lading, warehouse receipts, insurance policies and other commercial documents requiring such endorsement;
- The Treasurer shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Association;
- The Treasurer shall submit a written financial report at each general meeting;
- The Treasurer shall submit a full financial report at the Annual General Meeting of the Association. The annual report shall be accompanied by an auditor’s report or accountant’s review or statement, where required by the Board;
- The Treasurer shall prepare and file all reports required by law to be filed with municipal, state and federal agencies;
- The Treasurer shall co-chair the Finance & Fundraising Committee; and
- In general, the Treasurer shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time-to-time assigned to the Treasurer by the Board of Directors.
SECTION 6.10. Duties of the Assistant Treasurer.
- The Assistant Treasurer shall have the care and custody of all the funds and securities of the Association and shall have cause such funds to be deposited to the credit of the Association in such banks or depositories as may be designated by the Board of Directors;
- The Assistant Treasurer shall perform such duties as may from time-to-time be assigned to him/her by the Treasurer or the Board of Directors; and
- In the event of the absence of the Treasurer or his/her incapacity or inability to act, then the Assistant Treasurer may perform any of the duties and may exercise any of the powers of the Treasurer.
SECTION 6.11. Duties of the Parliamentarian. The Parliamentarian shall advise on the contents of the Articles of Incorporation, Bylaws, and Roberts Rule of Order to address any procedural disputes arising during the conduct of meetings of the Association. The Parliamentarian shall serve as a member of any Judiciary Committee formed to address any relevant matters.
SECTION 6.12. Duties of the Public Relations Officer.
- The Public Relations Officer shall use a wide range of media to build and sustain the Association’s good image;
- The Public Relations Officer shall update and distribute promotional materials on the Association through brochures, e-newsletters, videos, and social media:
- The Public Relations Officer shall serve as a liaison between the Association and other organizations; and
- The Public Relations Officer shall chair the Communications & Outreach Committee.
SECTION 6.13. Role of Appointed Assistant Officers. The Board may appoint such other
assistant officers as may be deemed necessary or appropriate to assist elected officers as provided in Article X, Administrative officers. These appointees cannot vote, need not be members of the Board
and may be employees of the Association.
ARTICLE VII – EX OFFICIO MEMBERS OF THE BOARD OF DIRECTORS
SECTION 7.01. Number. There shall be two (2) ex officio member of the Board, who because
of their past positions in the Association bring needed skills and expertise to the Board of Directors.
SECTION 7.02. Qualifications. The President with the approval of the Board shall appoint one or both of these ex officio Board members who shall carry out such duties as may from time to time be assigned by the President or the Board of Directors and shall serve on the Executive Committee of the Board.
SECTION 7.03. Membership by the Immediate Past President of the Association. The immediate past president of the Association, by virtue of this past position, is entitled to serve as an ex officio member of the Board and has the option to do so or to serve on the Advisory Council.
SECTION 7.04. Tenure. The term of the ex officio member appointed by the President is two years and ends with the expiration of that President’s term. A President may renew this appointment. Where one of the ex officio positions is filled by the immediate past president, the membership on the Board terminates automatically when the person holding the position of immediate past president ceases to hold that office
SECTION 7.05. Rights of Ex Officio member. The ex officio Board members shall have the same rights as other members of the Board of Directors.
ARTICLE VIII – STANDING COMMITTEES
SECTION 8.01. Number and Purpose of Standing Committees. There shall be six (6) standing committees with the following purposes:
- Communications & Outreach
- Implement meaningful communication and information-sharing with members;
- Assist with promotional efforts, i.e. website, social media and e-newsletters; and
- Establish and maintain relationships with Jamaican and Caribbean organizations, the Jamaican Embassy, media outlets.
- Community Service & Development
- Provide or identify life skills training seminars and workshops, and information related to technology, health care, entrepreneurship, financial literacy, and other areas of interest to members; and
- Identify and support individuals or organizations in US-Jamaican communities and in Jamaica on specific charitable projects.
- Cultural Heritage & Social Activities
- Develop Jamaican cultural heritage program for Black History Month, Caribbean-American Heritage Month, and Jamaican Heroes Celebrations;
- Develop activities focused on significant Jamaican milestones or popular aspects of Jamaican heritage and culture;
- Support other organizations efforts to promote Jamaican cultural heritage; and
- Keep abreast of cultural issues in the US and Jamaica and develop plan to address where needed.
- Finance & Fundraising
- Develop and implement annual fundraising plan;
- Develop and manage JNA’s budget; and
- Ensure compliance with federal and local filings.
- Recommend means to increase membership base;
- Identify members’ needs and recommend programs to meet those needs;
- Recommend ways to acknowledge new members and to encourage their participation;
- Identify non-member needs and perceptions; and
- Work with other committees to update the membership application process and benefits.
- Student Outreach & Educational Support
- Identify mentors for Jamaican students and students of Jamaican heritage in the Washington DC Metropolitan Area (WMA);
- Host an annual welcome and networking reception for Jamaican students coming to the WMA;
- Assist with maintaining a JNA College Scholarship Fund;
- Provide leadership and life-skill training for students of Jamaican heritage in the WMA; and
- Maintain communication with WMA Caribbean student groups and encourage their involvement in the community.
SECTION 8.02. Appointment of Standing Committee Chairs. The President shall appoint the Chairperson of each Standing Committee with the approval of the Board of Directors.
SECTION 8.03. Ex Officio Members of standing Committees. The President and Vice President of the Association serve as ex officio members of each Standing Committee.
SECTION 8.04. Quorum at Standing Committee Meetings. A majority of the members of a
Standing Committee shall constitute a quorum for the transaction of business.
SECTION 8.05. Electronic Meetings of Standing Committees. The committee may conduct
any meeting thereof by conference telephone or similar communications equipment in
accordance with the provisions of Sections 5.14 and 5.15.
ARTICLE IX – ADVISORY COUNCIL
SECTION 9.01. Purpose and Role of the Advisory Council.
- The purpose of the Advisory Council is to leverage its members good will; expand the Association’s organizational capacity, reach, and impact; provide some high-level thinking as well as financial giving and getting; and bring needed expertise and perspective to the Association. The Council shall have such functions and responsibilities specified by the Board of Directors;
- Advisory Council members may be invited by the Board to attend regular Board of Directors meetings but cannot vote at Board of Directors meetings;
- The Board of Directors may not delegate any of its power, authority or functions to the Advisory Council.
SECTION 9.02. Membership by the Immediate Past President of the Association. The immediate past president of the Association, by virtue of this past position, is entitled to serve as a member of the Advisory Council and has the option of serving on the Council or on the Board of Directors as one of the ex officio members.
SECTION 9.03. Number of Members of the Advisory Council. There shall be no more than five (5) members including the immediate past President, who may choose to serve on the Advisory Council.
SECTION 9.04. Appointed Members and Chair of the Advisory Council. The President of the Association shall appoint the members and the chairperson of the Advisory Council subject to the approval of the Board of Directors.
SECTION 9.05. Tenure of Membership on Advisory Council. Members of the Council shall serve a two-year term or until such member’s successor is appointed, unless:
- The Council shall be sooner terminated;
- Such member be removed from the Council by a vote of a majority of the Board of Directors then in office; or
- Such member shall otherwise resign from such Council.
SECTION 9.06. Operations of the Advisory Council.
- A. Quorum. A majority of the members of the Advisory Council shall constitute a quorum for the transaction of business;
- Electronic Meetings. The Advisory Council may conduct any meeting thereof by conference telephone or similar communications equipment in accordance with the provisions of Sections 5.14 and 5.15;
- Rules and Procedures. The Advisory Council may adopt rules of procedure for its business that are consistent with Section 5.12 of these Bylaws and with the rules adopted by the Board of Directors;
- Limitation on Compensation. The Association shall not pay any compensation to any member of the Advisory Council for services rendered to the Association as such, however, a member of the Advisory Council who serves the Association in any other capacity may receive reasonable compensation for such other services pursuant to a resolution of the Board of Directors;
- E. Reimbursement for expenses. A member may be reimbursed for expenses incurred in the performance of his or her duties to the Association, in reasonable amounts as approved by the Board of Directors.
ARTICLE X – SPECIAL BOARD COMMITTEES
SECTION 10.01 Duties of special committees.
- The Board of Directors may appoint one or more special committees for such special tasks as circumstances warrant;
- Such special committees shall limit their activities to the accomplishment of the task for which they are created and appointed and shall have no power to act except such as is specifically conferred by action of the Board of Directors;
- The Board of Directors may delegate to a committee any of the powers of the Board, except the power to
(1) Elect or remove Directors or members;
(2) Approve the dissolution, merger, or reorganization of the Corporation or distribution of its assets;
(3) Amend the Articles of Incorporation or Bylaws; or
(4) Decide such other matters as the Board may or is authorized to determine by a majority vote of the Board of Directors.
SECTION 10.02. Number and Membership of Committees. The committees of the Association and the number of members comprising each shall be unlimited. Any member may serve on a committee of the Association.
SECTION 10.03. Appointment of Committee Chairs. The President shall appoint the chairperson or co-chairpersons of each committee.
SECTION 10.04. Tenure of Membership on Committees. See tenure of Advisory Council in Section 9.05 which applies to all special board committees.
SECTION 10.05. Operations of Committees. See operations of the Advisory Council at Section 9.06 which applies to all special committees.
ARTICLE XI – ADMINISTRATIVE OFFICERS
SECTION 11.01. Executive Director.
- The Executive Director shall be the chief executive officer of the Association and report to the Board of Directors. The Executive Director shall, subject to the direction of the Board:
(1) Be responsible for general supervision of the business and affairs of the Corporation;
(2) Be responsible for providing broad leadership and direction to the Corporation; and
(3) Establish and maintain management systems needed to ensure and report on the
implementation of policies established by the Board of Directors.
- The Executive Director, who shall serve at the will of the Board, shall be appointed by a majority of the Board of Directors. The Executive Director may be removed, with or without cause, by a majority of the Directors of the Association. The Executive Director shall report to the Board and between Board meetings to the President.
- The Executive Director may sign, with the President, Executive Secretary or any other proper officer of the Association thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed.
SECTION 11.02. Subordinate Administrative Officers. Subordinate administrative officers of the Association are all administrative officers below the office of Executive Director. The Executive Director shall designate those individuals who shall serve as subordinate administrative officers, and they shall have such duties as are from time to time assigned to them by the Board of Directors or the Executive Director.
ARTICLE XII – FINANCE & FINANCIAL REPORTS
SECTION 12.01. Sources. The finances of the Association may be derived from membership fees, fundraising activities, donations, grants, and from any other legal source consistent with the objectives of the Association. .
SECTION 12.02. Solicitation of Funds. The solicitation of funds shall not be authorized without prior approval of the Board of Directors.
SECTION 12.03. Deposit of Funds. All funds received by the Association shall be deposited to the credit of the Association in such financial institution as the Board of Directors may designate as appropriate.
SECTION 12.04. Building Fund. The Association shall maintain a Building Fund for the purchase of a building and shall maintain a separate Fund and may fundraise specifically for the Building Fund. However, a percentage of the funds raised from fundraising activities shall be allocated to the Building Fund until a building is purchased. The Board of Directors shall annually review this policy and develop annual guidance on implementing this policy, such as determining the percentage to be allocated, when approving the Annual Budget.
SECTION 12.05. Use of Funds. The Corporation shall use its funds only to accomplish the purpose and objectives specified in these Bylaws, and no part of said funds shall inure to the benefit of nor be distributed to the members of the Corporation
SECTION 12.06. Prior Approvals of Expenditures. No obligation of expenses shall be incurred, and no money appropriated, without prior approval of the Board of Directors.
SECTION 12.07. Annual Budget. Upon approval of an annual budget, the Treasurer or other persons as authorized by the Board of Directors shall have the authority to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors provided however that revenue projections are being met.
SECTION 12.08. Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes, and other evidences of indebtedness, issued in the name of the Association, shall, unless otherwise provided by resolution of the Board of Directors, including any banking resolution, be signed by both the Treasurer and the Chairperson, or by the designees of either the Treasurer or the Chairperson; provided, however, that each designee shall be approved in advance by the Board of Directors, which may impose additional limitations on such re-delegated authority.
SECTION 12.09. Contracts. The Board of Directors may authorize any officer or officers, agent, or agents of the Association in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
SECTION 12.10. Periodic Audit. The Board of Directors may from time-to-time cause an audit to be conducted of the Association’s books and accounts. Such audits are to be conducted by a certified public accountant, and upon its completion, the audit report shall be presented to the Board of Directors.
SECTION 12.11. Financial Statements Available to Members. The Association shall provide the latest financial statements upon demand by a member, which includes a balance sheet as of the end of the fiscal year, and a statement of operations for the year. The financial statements shall be accompanied by a statement from the Chairperson or the person responsible for the Association’s accounting records stating the reasonable belief that they were prepared on the basis of generally-accepted accounting principles or if not describing the basis of preparation and describing such differences from the preceding year.
SECTION 12.12. Fiscal Year. The fiscal year of the Association shall be the twelve (12) calendar month period ending December 31st in each year, unless otherwise provided by the Board of Directors.
ARTICLE XIII – INDEMNIFICATION
SECTION 13.01. Indemnification.
- Reimbursement for reasonable expensed related to the defense. The Association shall indemnify any director, to the extent the individual was successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual was a director of the Association, for reasonable expenses incurred by the individual in connection with the proceeding.
- Reimbursement for liability incurred in the proceeding. Except as otherwise provided in these Bylaws, the Association shall, without the requirement of any additional authorization by the Board of Directors, also indemnify a director who is a party to a proceeding because he or she is or was a director, against liability incurred in the proceeding if the individual:
(1) Acted in good faith;
(2) Reasonably believed:
(a) In the case of conduct in an official capacity, that the conduct was in the best interests of the Association; and
(b) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the Association; and
(3) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
- Right to Select Attorney. The Association shall have the right to select attorneys and to approve any legal expenses incurred in connection with any suit, action or proceeding to which this indemnification applies.
- Determining whether the director meets the standard of conduct. The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, in itself, determinative that the director did not meet the standard of conduct contained in this Section 13.01B.
- Where indemnification may not apply. Unless ordered by a court of competent jurisdiction, the Association shall not indemnify a director:
(1) In connection with a proceeding by or in the right of the Association, except that the Association may indemnify the individual for reasonable expenses incurred in connection with the proceeding if it is determined that the individual met the relevant standard of conduct under this Section 13.01; or
(2) In connection with any proceeding with respect to conduct for which the individual was adjudged liable on the basis that the director received a financial benefit to which the individual was not entitled, whether or not it involved any action in the individual’s official capacity.
SECTION 13.02. Documents Required before Advance for Expenses. The Association shall, before final disposition of a proceeding and without the requirement of any additional authorization by the Board of Directors, advance funds to pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because he or she was a director if the individual delivers the following to the Association
- Written statement of good faith belief. A written statement signed by the individual setting forth his or her good faith belief that he or she has met the relevant standard of conduct described in these Bylaws and the Nonprofit Code; and
- Signed obligation to repay funds if not entitled. An undertaking in the form of an unlimited general obligation to repay any funds advanced if the individual is not entitled to indemnification under these Bylaws or mandatory indemnification under the Nonprofit Code.
SECTION 13.03. Determination of Indemnification.
- How the determination is to be made. The Association shall not indemnify a director under Section 13.01 unless the Board of Directors determines, in accordance with this subsection 13.03(1) and (2), that indemnification of the individual is permissible because he or she has met the relevant standard of conduct in the Bylaws and the Nonprofit Code. The determination shall be made:
(1) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or
(2) By special legal counsel:
(a) Selected in the manner prescribed in paragraph (1); or
(b) If there are fewer than two disinterested directors, selected by the Board of Directors, in which selection directors who do not qualify as disinterested directors may participate.
- Settlements require different treatment. With respect to any matter disposed of by a settlement or compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such settlement or compromise payment is approved by:
(1) A majority vote of the disinterested directors, a majority of whom will constitute a quorum for that purpose;
(2) By a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
(3) If there are fewer than two disinterested directors, by the Board, in which case directors who do not qualify as disinterested directors may participate; provided that special legal counsel selected in the manner prescribed in Subsection B(2), above, determines that indemnification is permissible because the director has met the relevant standard of conduct in the Bylaws and the Nonprofit Code; or
(4) By a court of competent jurisdiction.
- Determining who is a disinterested director. For purposes of this Article XIII, a “disinterested director” shall mean a director who, at the time of a vote referred to in this Article XIII, is not:
(1) A party to the proceeding; or
(2) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.
SECTION 13.04. Severability. Each provision of this Article XIII is intended to be severable, and if any term or provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of this Article XIII.
ARTICLE XIV – AMENDMENTS OF ORGANIZING DOCUMENTS
(ARTICLES OF INCORPORATION & BYLAWS)
SECTION 14.01. Origin of amendments to organizing documents. Amendments to these documents may originate under Section A-B below subject to compliance with Sections 14.02 and 14.03:
- Proposed by Board. An amendment may be proposed by the Board of Directors and submitted to the members for approval:
(1) The Board of Directors shall transmit to the members a recommendation that the members approve the amendment, unless the Board determines that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the Board must transmit to the members the basis for that determination;
(2) The Board of Directors may condition its submission of the amendment to the members on any basis.
- Proposed by Members.
(1) An amendment may be proposed by fifteen (15%) or more of the members, who will submit the proposal to the Board who will review the amendment and recommend that the membership approve or not approve the amendment. The membership will vote on the Board recommendation;
(2) Amendments of the Articles of Incorporation and these Bylaws without approval of the Board of Directors requires the approval by two-thirds (2/3) vote of the members in good standing.
SECTION 14.02. Notice of Meeting to amend organizing documents. The Association shall give at a minimum of fifteen (15) calendar-day notice of the meeting to each member. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment or a direction to where the document is available for review online.
SECTION 14.03. Votes needed to approve amendments to organizing documents. The approval of an amendment requires the approval of two-thirds of the members in good standing, present and voting, at a meeting at which a quorum exists.
ARTICLE XV- MISCELLANEOUS
SECTION 15.01. Maintenance of Tax-Exempt Status. The Association shall comply with Article IV of its Articles of Incorporation as to compliance with its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law);
SECTION 15.02. Dissolution of the Corporation. Upon dissolution the assets of the Association shall be disposed of exclusively for the purpose of the Association or distributed to organizations organized and operated exclusively for charitable or education purposes under Section 501(c)(3) of the Internal Revenue Code.
SECTION 15.03. Books and Records.
- Correct and Complete Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of the Board of Directors and of any executive or other committees when exercising any of the powers of the Board of Directors;
- B. Form of Records. The books and records of the Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. The official Minutes shall be recorded in written form and may be maintained in the form of a reproduction.
- C. Records at Principal Office or Online. The original or a certified copy of the Articles of Incorporation, Bylaws, and committee charters shall be kept at the principal office of the Association or online;
- D. Inspection of Records by Members. All books and records of the accounts and transactions of the
Association may be inspected for any proper purpose during regular business hours or other reasonable time and at any reasonable location.
SECTION 15.04. Corporate Seal. The Board of Directors shall provide a suitable seal, bearing the name of the Association, which shall be in the charge of the Executive Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Association is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule or regulation relating to a corporate seal to place the word “Seal” adjacent to the signature of the person authorized to sign the document on behalf of the Association.
SECTION 15.05. Bonds. The Board of Directors may require any officer, agent or employee of the Association to give a bond to the Association, conditioned upon the faithful discharge of the officer’s, agent’s or employee’s duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.
SECTION 15.06. Parliamentary Procedure. Roberts Rules of Order, the most recent revision, shall govern the meetings of the Association, when not in conflict with these Bylaws.