By-Laws

Of

Peace-Camp Guiglo Association

 

 

 

 

 

Table of Contents

 

Page 1: …………………………………….…….………………………… Table of contents

 

Page 2: ……………….……………………………….……………………Mission and Vision

 

Page 3 Article I, II, III: ……………………Association name, Purpose, Dissolution 

 

Page 4 Article IV: ……………………………………….…Structure of the Association

 

Page 5 & 6 Article V: ……………….……….…….……………… Board Of Directors

 

Page 6 Article VI: ……………………….….…….…………….…………………… Directors

 

Page 7: Article VI, VII, VIII ……………Chaplain, Membership, Meeting & Conference

 

Page 8: Article IX …………………………………………….………. Standing Committees

 

Page 9: Article X …………………………......………………….…………………… Nominations

 

Page 10: Article XI ………………………………………………….… Suspension & Removal

 

Page 10:  Article XII ……………………………………………………………………… Finance

 

Page 10: Article XIII ……………………………………………….…………...……Amendments

 

Page 11: Article IX …………………………………….…….……Conflict of interest Policy

 

Page 12: …………………………………….…….…… By-Laws committee

 

 

 

Mission:

 

To promote unity among former Liberian refugees who formally lived in Peace-Camp and the surrounding districts.

 

Professionally network to steer our fellow Liberians (Former Liberians Refugees) toward better careers, stable jobs, and better income.

 

 Work together to empower the women and the most vulnerable through education and vocational training in our communities and Liberia.

 

Vision:

To promote unity, Professional Networking, Education, Professional development, and empowerment among Liberian here and in Liberia.

 

 

 

 

Article I: The Association

 

Section 1. The organization's name shall be “Peace-Camp Guiglo Association,” and the Annual Conference shall be called Peace-Camp Guiglo Reunion.

 

Section 2. The motto of the organization shall be “In HOPE we Believed”

 

Article II: Nature and Purpose

 

Section 1: Purpose

Peace-Camp Guiglo Association is established within the meaning of section 501(C)(3) of the Internal Revenue Code and is to operate for charitable and educational purposes exclusively. The Association shall be a Non-Political Institution; neither its leadership nor members acting as its representatives shall advocate or promote any political platform on its behalf.

 

ARTICLE III Dissolution

Dissolution of Peace-Camp Guiglo, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or state or local government for public purpose. Any asset not disposed of shall be disposed of by the Court of Competent Jurisdiction of the county. The principal office of Peace-Camp Guiglo is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

 

 

Article IV: Structure of the Association

 

Section 1:

The Association shall consist of two (2) operating bodies—the Board of Directors and Directors of Operations. 

 

Section 2:

The Board of Directors shall conduct its elections at the end of the current term of the Chairman in its conference at a place, date, and time set forth by the Board.

 

Section 3: Director of Operations

  1. After carefully vetting potential candidates for the Executive Director of Operations and Assistant Director of Operations, the Board of Directors shall vote on the final two candidates to be appointed by the Board of Directors.

 

  1. If a board member abstained from voting, resulting in a tie vote among the Board, the Chairman should have the discretion to appoint one of the candidates if said member's reason for abstaining has been resolved. The candidate with the most votes shall serve as the Executive Director of Operations while the other serves as the Assistant Director of Operations.

 

Section 4

The Board of Directors shall consist of odd members, 5, 7, and not to exceed 11. It shall consist of prominent members with a pre-existing passion for the Association cause.

 

 

Article V: Board of Directors

 

Section 1: 

  1. The Board of Directors shall oversee and supervise the day-to-day activities of the Director of Operations. The Board of Directors shall provide oversight, foresight, and insight and serve as the Association's advocate.

 

  1. The Board of directors shall have the duty to organize a fundraiser on behalf of the Association. Shall have an obligation to advance the mission of the Association make decisions that are in the best interest of the Association and not in the interest of an individual.

 

  1. Shall have the duty to obey the by-laws of the Association and ensure lawful use of the organization assets.

 

Section 2:

  1. In consultation of their members, the Chairman of the Board shall have the power to appoint or elect its leadership.

 

  1. Shall ensure that the Association has adequate resources for its operations. Members of the Board shall serve a term of two (2) years and shall be eligible or considered for reappointment if no contestant has been nominated.

 

  1. Members of the Board of directors will conduct the business affairs of PCGA in good faith and with honesty, integrity, due diligence, and reasonable competence.


 

  1. Except as the Board of directors may otherwise require or as otherwise required by law, no board member shall share, copy, reproduce, transmit, reveal, or otherwise disclose any confidential information related to the affairs of PCGA. Each member of the Board will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board of directors.


 

  1. Members of the Board of directors will exercise proper authority and sound judgment in their dealings with the Association’s officials, members, and the public and respond to the Association's members' needs in a responsible, respectful, and professional manner.




  1. Each member of the Board of directors will use their best efforts to participate in professional development activities regularly and perform their assigned duties in a professional and timely manner according to the Board's direction and oversight.


 

  1. The Board of directors shall dedicate itself to leading by example in serving the needs of the Association and its members and representing the interests and ideals at large.


 

  1. The Board of directors must always act in the best interests of the Association and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members will identify the conflict and as required, remove themselves from all discussion and voting on the matter.

 

 

  1. A Board member shall not self-interest or any third-party interest above that of PCGA


                                   

  1. Shall not engage in or facilitate any discriminatory or harassing behavior directed toward the Association staff, members, officers, directors, meeting attendees, advertisers, sponsors, or others in the context of activities relating to the Association.


                       

  1. Due to the strong beliefs in high moral standards based on traditional values, the organization reserves the right to expect all its officers and directors to maintain high moral standards and social values that do not conflict with traditional, spiritual, and moral beliefs.

 

 

Article VI: Directors

 

Section 1: Directors of Operations

The Directors of Operations shall consist of the Chair of each Committee, appointed by the Executive Director. Each Committee Chair shall be called Director and report to the Executive Director. The general membership shall nominate the Executive Director. All nominees shall be sent to the Board of Directors for vetting, the Board will vote on the final two contestants.

 

Section 2: Executive Director

  1. The Executive Director shall oversee the day-to-day activities of the Association, create a business model to improve the performance of the Association, empower and supervise Chairs of each Committee, and direct the strategy of the Association. The Executive Director shall also appoint the General Secretary, Financial Secretary, and Chaplain.

 

 

 

  1. The Executive Director shall be the official spokesperson for the Association and represent the Association on all public matters. The Executive Director shall chair all General meetings Special meetings and present an annual report to the Board of Directors and the Union at the Annual Reunion. The Executive Director shall also make available through emails or hard copies of semi-annual progress reports to the Board of Directors. In consultation with the Assistant Executive Director, shall delegate such responsibility to any committee chair or Director of the Association should the need arises.

Section 3: The Assistant Director

The Assistant Director shall act in the absence of the Executive Director and shall assume the responsibilities of the Executive Director should the Executive Director resign, remove, or become incapacitated. The Assistant Director shall act as the liaison between the Executive Director and standing committees in implementing programs and policies of the Association.

 

Section 4: Secretary-General

The General Secretary shall maintain minutes and records of all meetings. They shall compile and read the minutes of all Association’s meetings. They shall handle all correspondence of the Association, including the issuance of citations for meetings and Special Events. Publish newsletter reporting the activities of the Association and maintaining the Association website in conjunction with the webmaster.

 

Section 5: Financial Secretary

  1. The Financial Secretary shall be primarily responsible for overseeing the management and reporting of the Union finances. The Financial Secretary shall be responsible for disbursing funds on behalf of the Union when authorized by the Executive Director through an approved budget. The Financial Secretary shall be responsible for the signing of checks. There shall be at least two signatories on an approved check to be deemed valid.

 

  1. The Financial Secretary shall establish a financial team to help manage the Association's Day-to-day financial activities. They shall head the team and develop plans to raise funds. They shall maintain the Association accounts and select Bank approved by the Board of Directors.

 

Section VI: Chaplain

The Chaplain shall be responsible for offering spiritual guidance and prayers in every gathering of the Association.

 

Article VII: Membership & Dues

 

  1. Membership of Peace-Camp Guiglo Association shall be accorded to all previous Liberian Refugees privileged to have resided in the Moyen Cavally region, La Cote D’Ivoire, residing in the United States, Liberia, and around the world; their families and others who willingly decide to support the goals and objectives of the Association.

 

  1. The Association shall have one type of membership. There shall not be a class of membership. Anyone willing to support the mission and objectives of the Association, paid his or her $50.00 membership fee, with a good and moral Character, shall be accorded full membership.

 

  1. There shall be a one-time membership fee of fifty dollars ($50.00), and all other dues shall be decided by the Executive Director and his or her team. Individuals who are yet to meet their membership obligations shall not be allowed to participate in deciding matters and shall not serve on any committee, whether temporary or permanent Committee.

 

Article VIII: Meetings & Conference

 

Section 1: General Meetings

General Meetings of the Association shall be held once a month. The Executive Director shall stipulate the time and venue of such meeting, and the Secretary shall give notice to each member at least two weeks prior to the date of the meeting. The Executive Director shall schedule a special or emergency meeting should the need arise.     

Section 2: Annual Conference

There shall be an Annual Conference schedule in April each year. The conference shall be used to plan, review progress, evaluate programs, and raise funds for the operation of the Association. Depending on the weather of the Host State of the reunion, the Executive Director shall schedule the reunion for a convenient date in consultation with the Board of Directors. The Executive Director shall preside over the reunion.

 

Section 3: Quorum

A quorum shall consist of at least ten (10) registered members of the Association present at a meeting. A list of attendants shall be recorded at all meetings by the General Secretary or the Director of membership to validate such quorum. If a quorum is not present, the meeting may be rescheduled for a later date unless approved by the members present to discuss an item that requires no vote or consensus.

 

 

 

 

 

 

Article IX: Standing Committees

 

Section 1: Education & Professional Development

The Education Committee shall be headed by the Director of Education and shall handle all education and training-related programs of the Association; it shall oversee the Association scholarship programs and conduct workshops seminars on behalf of the Association. The Education Committee shall be empowered to create programs that allow members to network and share success stories at the Annual Reunion. The Director of Education shall compile their annual report and submit it to the Executive Director for annual reporting at the reunion.

 

Section 2: Youth & Sports Development Committee

The Director of Sport shall head the Youth & Sporting Committee. The Committee shall be responsible for the organization's sporting and recreational activities. The Committee shall be empowered to create programs that will enable youth and young adults to engage in the organization's activities fully. The Director of Youth & Sport shall compile their annual report and submit it to the Executive Director for annual reporting at the reunion.

 

Section 3: Planning & Social Committee

The Director of Planning shall head the Planning and Social Committee. It shall be responsible for identifying programs that would provide and support the needs and goals of the Association. The Committee shall develop, coordinate, and implement programs that would raise funds for the Association to support its operation. It shall be responsible for the planning and organizing of the Association Reunion held in April of each year. The Director of Planning shall compile their annual report and submit it to the Executive Director for annual reporting at the reunion.

 

Section 4: Medial & Publicity Committee

  1. The Media & Publicity Committee shall be headed by the Director of Media & Publicity and shall be responsible for promoting the Association's image. The Committee shall be responsible for all media-related advertisements and broadcasting. It shall have the authority to enhance the good name and reputation of the Association in a manner that is dignifying.

 

  1. It shall be responsible for publicizing the organization events and meetings citations as well. The Director of Media & Publicity shall compile his or her annual report and submit it to the Executive Director for annual reporting at the reunion.

 

Section 5: Membership Committee

The Membership Committee shall be headed by the Director of Membership and shall be responsible for establishing and maintaining the Association membership database; shall plan and execute programs aimed at recruiting new members. The Director of Membership shall compile his or her annual report in consultation with the General Secretary and submit it to the Executive Director for annual reporting at the reunion.

 

Section 6: Finance Committee

The Finance Committee shall be chaired by the Director of Finance and shall be responsible for the management of the Association's financial activities. The Committee shall be responsible for developing and reviewing fiscal procedures and fundraising plans with the Executive Director. The Committee’s Director shall be responsible for chairing all financial activities of the Association.

 

 

 

Article X: Nominations

 

Section 1: Board of Directors 

  1. Members of the Board of Directors and Director of operations may be nominated for any open positions during our teleconference meeting or at the Reunion Business section.

 

  1. The Board will meet in its conference to vet the board nominees.

 

  1. After carefully vetting potential candidates or nominees for the roles of the Executive Director of Operations and Assistant Director of Operations, the Board of Directors shall vote on the final two candidates to be appointed by the Board of Directors.

 

  1. In the event a board member abstained from voting, resulting in a tie vote among the Board, the Chairman shall have the discretion to appoint one of the candidates if said member's reason for abstaining has been resolved. The candidate with the most votes shall serve as the Executive Director of Operations while the other serves as the Assistant Director of Operations.

 

 

Section 2: Executive Director

  1. Pre-selection of the Executive Director and Assistant Director shall also be conducted by a nomination of three (3) qualified bona fide members of the Association. The three nominated names shall be submitted to the Board for screening. The nominations may be done through writing the Board or verbally during our teleconference meeting Three (3) months prior to the annual reunion.

 

  1. The Board Chairman shall announce all new appointments at the annual meeting.

 

  1. Whoever is appointed shall serve his or her role for the next two (2) years and shall give his or her acceptance speech during the Ball.

 

Section 2: Qualification

  1. Candidates for the Board of Directors and Executive Director shall be registered bona fide members of the Association. Must be current on his or her financial obligation with the Association; be committed to the objectives of the Association; possess a good and moral character.

 

  1. All candidates must have the willingness, strength, and network to help strengthen and advance the objectives of the Association.

 

  1. Shall be highly regarded and respected by others; must be able to attract support; available and engaged; willing to attend meetings and represent the interest of the Association at community events and donor circles.

 

  1. The Board chairman and the Executive Director of Operations shall have a broad knowledge of managing nonprofit organizations. Such knowledge will trickle downstream that directors will emulate to run the affairs of the Association successfully.

 

 

 

 

 

Article XI: Suspension & Removal 

 

Section 1:

  1. Officers of the Association shall conduct themselves in a standard befitting of PCGA image.

 

  1. Any Director elected or appointed by the Board, or Executive Director may be removed or suspended for actions that violate these by-Laws. The Board of Directors shall have reasonable cause for removal with a two-third majority vote of the Board or the general membership for such suspension or expulsion to be approved.

 

In the event of death, resignation, or removal of a board member or Director, the Board, in its discretion, may elect or appoint a successor to fill the unexpired term. The same person may hold any two offices, except the Executive Director, General Secretary, and Board Chairman.

 

 

Article XII: Finance

 

Section 1: Fiscal Period

 

The Fiscal period of Peace-Camp Guiglo Association starts April 1st and ends March 31st of each calendar year. All financial reporting must be completed by the end of the second week of March to file form 990 with the Internal Revenue Services (IRS) on time.

 

Section 2: Budget

 

  1. In collaboration with the Executive Director, the Financial Secretary shall prepare a fiscal budget to operate the Association.

 

  1. Any budget acceding Five Hundred Dollars and Zero Cent ($500.00) shall seek approval from the Board before disbursing said fund. It shall be submitted for approval no later than sixty days prior to the proposed project start date.

 

  1. A Stand-alone Committee may submit its budget to the Executive Director and the Financial Secretary for review; after all concerns have been eliminated.

 

  1. The Executive Director shall approve the budget if it is Five Hundred Dollars and Zero Cent ($500.00) or under or direct it to the Board of Directors if the budget is more than Five Hundred Dollars and Zero Cent ($500.00).

 

Article XIII: Amendments

 

  1. The By-Laws of PCGA amendment request may be raised during a scheduled reunion by a two-third majority vote of active members. The amendment request will be provided to all Directors and the Board with articles, sections, or provisions that require changes.

 

  1. The Executive Director shall set up a By-laws amendment committee within forty-five (45) days of the members' votes at the reunion.

 

 

 

ARTICLE IX: CONFLICT OF INTEREST PROCEDURE/POLICY

All board members, directors, members, and volunteers shall seek the best interest of the Association above any potential personal interest they may have. Whenever a director or officer has a financial or personal interest in any matter coming before the Board of directors, the affected person shall, a: fully disclose the nature of the interest b: withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when most disinterested directors determine that it is in the best interest of PCGA to do so. The minutes of the meetings at which such votes are taken shall record such disclosure, abstaining, and logic for approval.

For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, partner, or beneficiary of any concern, and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, partnership, limited liability entity, firm, person, or other entity other than PCGA.

No director or officer of the organization shall be disqualified from holding office in the organization because of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as a purchaser or otherwise, contracting or entering any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered, provided:

  1. The interest of such an officer or director is fully disclosed to the Board of directors.
  2. Such transaction is duly approved by the Board of directors not so interested or connected as being in the best interests of the organization.
  3. Payments to the interested officer or director are reasonable and do not exceed fair market value.
  4. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.

The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and justification for approval.

 

 

The members of Peace-Camp Guiglo Association: Adopted these By-laws

On April 09th, 2022

Peace-Camp Guiglo Association

 

By-Law’s Committee

 

Eric Lawson Taye

 

Signature: ________________ Date: _____/_____/______

Chair

 

Sophie Garlo

Signature: ________________ Date: _____/_____/______

                                                                Co-chair

 

Anthony K. Derricks

 

Signature: ________________ Date: _____/_____/______

Senior Advisor

 

Marvin Nile

Signature: ________________ Date: _____/_____/_____

   Secretary

 

Fred Konton

Signature: ________________ Date: _____/_____/_____

   Advisor