BY-LAWS
Name, Purpose, Organization, Office
Name: The name of the Corporation shall be:
Eritrean Community of Philadelphia, Inc.
Purpose: The purpose of the Corporation shall include but not limited to:
1. Preserving the values and cultural heritage of Eritreans;
2. Promoting mutual assistance among Eritreans;
3. Promoting understanding and cooperation between Eritreans and other groups in the American society
This organization shall engage in activities for the benefit of Eritreans living in the Greater Philadelphia area, helping them to adjust to life in the United States and their economic and social advancement. Any activities which would lead to divisions along tribal, political, or religious lines are not proper to the spirit of this organization and shall not be conducted under its auspices.
Organization: A Board of Directors shall carry out specific functions and duties as outlined by these by-laws. In addition, the Board shall elect from its members a President, Vice-President, Secretary and Treasurer who will perform the duties in their respective offices as detailed in these by-laws.
Office: The office of this Corporation shall be located in the Greater Philadelphia area.
Members
Regular Members: A person shall be considered a regular member of this corporation if he/she is of Eritrean descent, resides in the county of Philadelphia or its surrounding counties, is eighteen years or older, and pays dues payable at the beginning of the fiscal year in the amount to be set annually by the Board of Directors.
Youth Members: A person who is less than eighteen years of age but otherwise meets the requirements of regular membership under Section 2.01 shall be considered a youth member of this corporation. The Board of Directors shall set a reduced amount of dues annually for youth members.
Honorary Members: The Board of Directors, by a majority vote, shall have the right to confer honorary membership upon certain person or groups of persons.
Meeting of Members
Regular Meetings: Members shall meet annually within the week of August 31 at a time and place set by the Board of Directors and announced at least one week in advance.
Special Meetings: Special Meetings may be called by the Secretary at the instruction of the majority of the Board of Directors or petition by the majority of the regular members. A special meeting will be called only when other members are served with at least twenty-four hours notice.
Quorum and Voting: A majority of all regular members having paid their dues shall constitute a quorum. Each regular member shall have one and only one vote on all matters brought before the corporation. Youth and honorary members have no vote.
Organization of Meeting: At all meetings, the President or, in his absence, the Vice-President shall chair the meeting. All meetings shall be run in accordance with Robert’s Rule of Order.
Board of Directors
Powers: All activities and affairs of the Corporation shall be managed and controlled by a Board of Directors, vested with appropriate powers to exercise these functions.
Number of Directors: The number of Directors shall be nine.
Election of Directors: The Directors shall be elected by the majority vote at the annual meeting of the members of the corporation and shall serve one-year terms.
Voting: Each Director shall have one, and only one, vote on all matters coming before the board.
Resignations: Any Director may resign his position, provided he has presented his resignation in writing and the resignation has been accepted by either the Chairman of the Board or the President of the Corporation.
Removal: Any Director who has missed three consecutive meetings, without reasonable notice or cause, shall be declared void of his/her seat on the Board. Also, at a meeting called for the purpose of removal, a majority of the Directors can remove a Director who has been found derelict in his/her execution of the responsibilities of his/her office.
Annual Meeting: There shall be an annual meeting of the Board of the Directors at the beginning of each Fiscal Year at the Corporation’s Office.
Regular Meetings: There shall be monthly meetings of the Board of Directors.
Quorum: A majority of the Board of Directors shall constitute a quorum.
Annual Reports: Annual Reports shall be presented to the Members of the Corporation at their Annual Meeting.
Vacancies: Vacancies shall be filled by majority vote at a special meeting of the regular members of the corporation called for this purpose.
Committees
Creation: The Board of Directors may appoint members to committees as the need arises. All committees shall consist of an odd number of members.
Notice of Meetings: Each committee shall meet at a time decided upon by its members.
Voting: All members of any committees shall have one, and only one, vote on all matters coming before the respective committees.
Quorum: A majority of any committee shall constitute a quorum.
Term of Office: Each member of a committee shall serve a term of one year.
Vacancies: Any vacancy shall be filled by appointment by the Board of Directors.
Officers
Titles and Qualifications: The officers of the Corporation shall include a Chairman of the Board, a Vice-Chairman of the Board, a President, Vice-President, Secretary, Treasurer, and such other officers are needed. Such officers shall have the power, and perform the duties, as set forth in these by-laws. Any member may hold up to but not more than two offices with the exception that the same person may not hold the office of the Treasurer and either President or Vice-President; and likewise, the President and Vice-President may not be the same person; and the Chairman and Vice-Chairman may not be the same person.
Election and Term of Office: All officers shall be elected by the regular members at their annual meeting and shall serve one-year terms from date of election. Such dates shall be the first official meeting of said corporation.
Resignations: Any officer may resign his position, provided he has presented his resignation in writing, and the resignation has been accepted by either the Chairman of the Board or the President of the Corporation.
Removal: Any officer may be removed at any time, with or without cause, by a majority of the Directors or by a majority of the regular members at a special meeting called for the purpose of removal.
Vacancies: Any vacancy can be filled by a special election of all regular members, called for this purpose. The Board of Directors may appoint one of its members to serve in the vacated office until the special election to fill the vacancy has taken place.
Chairman of the Board: The Chairman of the Board shall reside at all meetings of the Board of Directors, and shall be vested with such power that the Board of Directors shall from time to time assign to the Chairman. Such power and duties shall not be inconsistent with these by-laws.
The Vice-Chairman of the Board: The Vice-Chairman shall act in the absence of the Chairman and shall have such power as stated in Section 6.06.
The President: The President shall be the chief executive officer of the corporation of the Corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the business and officers of the Corporations. In addition to all the general powers and duties of management usually vested in the office of President of a Corporation, not inconsistent with these by-laws, the President shall have the following powers:
1. The duty to preside at all meetings of the General Membership of the Corporation.
2. The duty to participate as an ex-officio member of all Committees.
3. The duty to countersign all drafts, checks, notes, orders or other undertaking for the payment of money on the Corporation treasury and to sign all records and documents whereunto his or her signature shall be lawfully required.
The Vice-President: The Vice-President, in the absence of the President, shall assume all the powers assigned to the President in Section 6.08. The Vice-President shall have such other powers and duties not inconsistent with these by-laws as may be assigned to him or her from time to time by the President or the Board of Directors.
The Secretary: The Secretary shall keep the records of the minutes of all meetings of the Board of Directors, of the Executive committee and all other Committees, and of the Members of the Corporation at the office of the Corporation. The Secretary shall see that all notices are given in accordance with these by-laws; shall keep an up-to-date list dues paying members of the Corporation; is affixed to all documents when required; shall perform all other duties not inconsistent with these by-laws.
The Treasurer: The Treasurer shall have charge, custody of and be responsible for all funds and securities of the Corporation and shall:
1. Have care of, receive and give receipt for monies due and payable to the Corporation
2. Deposit all monies in the name of the Corporation into designated banks, trust companies or other financial institutions.
Assistants: The Board of Directors may appoint assistants to any of its officers by majority vote of its members. Assistants shall assist other officers in the performance of their duties, but they shall not be considered members of the Board unless elected to serve on the Board by the regular membership of the corporation, nor shall their signatures suffice to replace the signatures of an officer of the corporation where such signatures are required.
Records: The Records shall be kept at the office of the Corporation and be open to inspection by any member of the Corporation at any time.
Compensation and Contracts with Directors and Officers
Compensation of Directors and Officers: The Directors of the Corporation shall serve as such without salary, but the Board of Directors may authorize the payment by the Corporation of reasonable expenses incurred by the Directors in the performance of their duties, and of reasonable compensation for special services rendered by any Director.
Adoption and Amendment of By-Laws
Adoption and Amendment of By-Laws: These By-Laws shall be adopted or amended only by a two-thirds (2/3) vote of the regular membership at a meeting specifically called for this purpose and advertised at least one week in advance.
Fiscal year
Fiscal Year: The fiscal year shall be run from September 1 to August 31.