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BYLAWS:
BY-LAWS FOR AFRICA FOUNDATION
13-15 UNDERWOOD STREET
NEWARK, NJ 07106
A NOT FOR PROFIT CORPORATION
ARTICLE I. NAME AND OFFICES
This Corporation shall be known as the Humanity for Africa Foundation, Inc. The principal office of the Foundation for the transaction of its business is located in Newark, New Jersey, in the United States of America. The Humanity for Africa Foundation, Inc. may also have offices at such other places within or without the State of New Jersey and within the continent of Africa as the Board of Trustees deems appropriate.
ARTICLE II. STATEMENT OF PURPOSE
The mission of the Humanity for Africa Foundation, Inc. is to support, promote, and engage in community development projects in Africa which promote Child/Adult Education (Mass Literacy), Healthcare (HIV/AIDS) Literacy, Civic Education and Cultural Integration; and to serve as a cultural and social resource to native and recently immigrated Africans, African Americans, and others in America interested in the history, politics, language, art, and social positions of the African Diaspora.
ARTICLE III. DEFINITIONS
A. The “Foundation” shall mean Humanity for Africa Foundation, Inc., its successors and assigns.
B. The “Trustees” shall mean the Board of Trustees of the Foundation.
C. The “Advisory Board” or “Directors” shall mean the Advisory Board of Directors of the Foundation.
ARTICLE IV. MEMBERSHIP
The Foundation shall have no members.
ARTICLE V. THE BOARDS
Section A: BOARD OF TRUSTEES
1. Annual Meeting. A meeting of the Trustees shall be held annually at the office of the Foundation in the State of New Jersey during the month of October, or at such location, such time, or on such a date as may be fixed by the Trustees for the purpose of electing Trustees, receiving annual reports of the Trustees and the Directors and for the transaction of such other business as may be brought before the meeting.
2. Number. The number of Trustees constituting the entire Board of Trustees shall not be less than three (3) nor more than fifteen (15). The number may be increased or decreased by amendment of the By-Laws, but no decrease shall shorten the term of any incumbent Trustees.
3. Election and Term of Office. The initial Trustees of the Foundation shall be those persons specified in the Certificate of Incorporation of the Foundation. Each Trustee shall hold office until the next annual meeting of the Trustees and until such Trustee’s successor has been elected and qualified, or until his death, resignation or removal.
4. Power and Duties. Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Trustees shall have the control and management of the affairs and operations of the Foundation and shall exercise all the powers that may be exercised by the Foundation.
5. Meetings. Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually in October. Meetings may be held by any electronic medium (such as tele-conference, online meeting, etc.) as long as all Trustees are able to participate fully in any discussions with all the other Trustees participating in the meeting.
(a) Notice. Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees of the Foundation shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these By-Laws.
(b) Quorum. A quorum shall consist of a least the majority of Trustees.
(c) Adjournments. Any meeting that is adjourned may be continued without the presence of a quorum of the Trustees as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume.
(d) Special Meetings. Special meetings of the Board of Trustees may be called by the Chair of the Board of Trustees for any purpose upon notice being given at least ten days in advance of the meeting.
(e) Manner of Acting. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation. A resolution signed by all of the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees.
(f) Action Without a Meeting. Any action required or permitted to be taken by the Trustees or any committee thereof may be taken without a meeting if all members of the Trustees or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Trustees or any such committee shall be filed with the minutes of the proceedings.
(g) Voting. At all meetings of the Trustees, each Trustee shall have one vote. Voting on all matters, including the election of Trustees and committees, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, or other similar verifiable means. Proxy voting shall not be allowed.
(h) Resignations. Any Trustee of the Foundation may resign at any time by giving written notice to the Trustees, to the President/ Executive Director, to the Vice-President, or to the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Trustees.
(i) Vacancies. Any vacancy occurring in the Board of Trustees including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall hold office only until the next annual meeting of Trustees and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death.
(j) Replacement of Board Trustee Members. Should a Trustee resign, become incapacitated or otherwise be unable to serve, the remaining Trustees may appoint an interim representative.
(k) Removal. Any Trustee may be removed by a majority vote of the full membership of the Board of Trustees.
(l) Committee(s). The Trustees, by resolution adopted by a majority of the entire Board of Trustees may designate from amount the Trustees an Executive Committee and other standing committees, each consisting of three or more Trustees, to serve at the pleasure of the Trustees, and each of which, to the extent provided in such resolution, shall have the authority of the Trustees, except as to matters prohibited by the New Jersey Not-For-Profit Foundation Law. The Trustees may designate one or more Trustees, as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
(m) Compensation. Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Trustees, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees.
(n) Reserved Powers. The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these By-Laws.
Section B: ADVISORY BOARD OF DIRECTORS
The Advisory Board of Directors is a group of experts who have agreed to give the Foundation meaningful support on a regular basis in educational, health, pharmaceutical, computer, arts and culture areas. The Advisory Board of Directors is the primary source of expertise that can be drawn upon to lead the activities of the Foundation.
The Advisory Board of Directors advises the Board of Trustees in its strategic decision-making process. The Advisory Board members share active dialog with the Board of Trustees and may be appointed into committees of the Foundation. The Advisory Board is the Think-Tank of the Foundation. The President of the Foundation shall be the chairperson of the Advisory Board and shall arrange the meetings of the Advisory Board.
ARTICLE VI. OFFICERS AND DUTIES
Section 1. Number.
The Board of Trustees shall elect from among its members a President and Vice President. The Board of Trustees shall also elect the Secretary and Treasurer, who do not need to be trustees.
(a) PRESIDENT.
All corporate powers shall be exercised by or under the authority of the Board of Trustees as delegated to the President of the Foundation. The business and affairs of the Foundation shall be managed by the President of the Foundation. The President shall act as the Executive Director of the Foundation and shall be responsible for the day-to-day operations of the Foundation and all duties as from time to time may be assigned to them by the Board of Trustees
The President shall, when present, preside at all meetings of the Board of Trustees and or the Advisory Board. The President shall act as the Executive Director of the Foundation. The President shall have general supervision of the affairs of the Foundation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of the corporation’s activities. The President may sign, with the secretary or any other proper officer of the Foundation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed.
(b) VICE PRESIDENT.
The Vice President shall perform the duties and have the powers of the President when the President is absent or unable to perform their duties. Other duties of the Vice President may be designated by the Board of Trustees or the President/Executive Director.
(c) SECRETARY.
The Secretary shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; maintain corporate records and perform all duties of the office of the Secretary and such other duties as may be assigned by the President/Executive Director or the Board of Trustees.
(d) TREASURER.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; review the financial operations of the organization and advise with the Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the President/Executive Director or the Board of Trustees.
Section 2. Term
These officers shall be elected for one year terms of office by majority vote of the Trustees and may be re-elected at the expiration of their term.
Section 3. Removal
Any officer or agent elected or appointed by the Board of Trustees may be removed by the Trustees whenever, in its judgment, the best interests of the Foundation would be served thereby.
Section 4. Vacancies
A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.
Section 5. Resignations
Any officer of the Foundation may resign at any time by giving written notice to the Executive Director, to the President of the Board of Trustees, to the Vice-President, or to the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
ARTICLE VII. ASSETS
Section 1. Dedication of Assets.
The property of this Foundation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Foundation shall ever inure to the benefit of any Trustee, officer or members thereof or to the benefit of any private individual.
Section 2. Dissolution.
The Foundation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Trustees. Any non-judicial dissolution shall be accomplished in accordance with the New Jersey Not-For-Profit Foundation Law or any applicable successor statute or law.
ARTICLE VIII. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts.
The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by the President/Executive Director or such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 4. Deposits.
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
Section 5. Investments.
The funds of the Foundation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of Trustees may deem desirable.
Section 6. Conflicts of Interest.
All conflicts of interest will be resolved in conformity with the Conflict of Interest Policy, Attachment A, affixed to these By-Laws.
ARTICLE IX. INDEMNIFICATION
The Foundation shall indemnify any Director or officer or any former Director or officer to the full extent permitted by law.
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Foundation under the provisions of these By-Laws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI. MISCELLANEOUS
Section 1. Amendment.
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting.
Section 2. Seal.
The Foundation seal shall be circular in form and shall contain the name of the Foundation, the year of its creation and the words, "CORPORATE SEAL, ….." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
Section 3. Fiscal Year, Audit, and Review.
The fiscal year of the Foundation shall be July 1 - June 30 of each year. The accounts of the Foundation shall be audited annually by a Certified Public Accountant. The accounts of the Foundation shall be reviewed quarterly by a Certified Public Accountant.
Section 4. Delivery of Notices.
Whenever any notice is required by the By-Laws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.
Section 5. Books.
There shall be kept at the office of the Foundation correct books of the accounts of the activities and transactions of the Foundation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws, and all minutes of meetings of the Board of Trustees.
Section 6. Construction.
In the case of any conflict between the Certificate of Incorporation of the Foundation and these By-Laws, the Certificate of Incorporation of the Foundation shall control.
Adopted by Unanimous Vote of the Incorporators
October 25, 2008
Innocent Okems Okemezie, Trustee/Director
13-15 Underwood Street, Newark, NJ 07106
Fr. Bernard Duga, Treasurer, Trustee
90 Prospect Avenue, Apt. 6F, Hackensack, NJ 07601
Fr. Clement Kagoma, Trustee
22 Mulberry Street, Newark, NJ 07102
Mr. John Onyema, Secretary, Trustee
2 Boyden Parkway South, Maplewood, 07040
HUMANITY FOR AFRICA FOUNDATION, INC.
By-Laws: Attachment A
Conflict of Interest Policy
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
1. Interested Person
Any director, principal, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determination of Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board of committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Adopted by Unanimous Vote of the Incorporators
October 25, 2008
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