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CONSTITUTION

 

ARTICLE ONE
MISSION, GOALS AND OBJECTIVES
Mission Statement: The Mission of Ggwanga Mujje Boston Chapter, Inc. shall be to encourage, help and inspire its members to sustain, promote and develop the Heritage of Obuganda.
Goals and Objectives: Ggwanga Mujje shall pursue its objectives as a non-profit organization and the following will be the goals and objectives of the Organization:
To promote the culture, traditions  and values of the Baganda;
To promote the well being of its members and the community we reside in;
To stimulate and encourage acquaintance and fellowship amongst members and to address needs distinct to members of the Association and our community;
To develop, through the exchange of information, research and discussion, a better understanding of problems facing our community;
To encourage business and social relationships and interaction;
To promote unity, friendship and assimilation of our members into the greater American community we reside in;
To promote and foster social, cultural, economic and philanthropic activities and work in conjunction with other organizations that share the same objectives and values as Ggwanga Mujje Boston, Inc.;
To engage in any other lawful purpose or purposes deemed necessary by the members of Ggwanga Mujje Boston Chapter, Inc.
ARTICLE TWO
ORGANIZATIONAL MATTERS  
Organization Name: Ggwanga Mujje Boston Chapter, Inc. hereinafter may be referred to as Gwanga Mujje and /or Organization.
Organization Structure: Ggwanga Mujje Boston Chapter Inc. shall be a non profit organization structured pursuant to the provisions of the Commonwealth of Massachusetts Not for Profit Corporation Code. The Organization shall have a Board of Directors responsible for the overall policy and direction of the organization and an Executive Committee responsible for the day to day administrative operations of the organization.
Composition of the Board of Directors: The Board shall consist of (a) members of the Executive Committee and (b) Ex-Officio members willing and able to serve.  The ex-officio members shall include the Founders of Ggwanga Mujje Boston, former Presidents of the organization and the ambassadorial representative of the Kabaka resident in the Boston area. All members of the Board must be in good standing and must be able and willing to serve. The Executive Committee shall be responsible for determining and searching out ex-officio members who are willing and able to serve to serve on the Board.  The Board of Directors shall be responsible for overseeing and providing policy guidance on the affairs of the organization including monitoring performance and integrity of the Organization’s controls and the effectiveness of programs;
Composition of the Executive Committee: The Executive Committee shall consist of (a) President, (b) Vice President, (c) Secretary, (d) Deputy Secretary, (e) Treasurer, (f) Deputy Treasurer, (g) Publicity Secretary, and (h) 4 Committee members one of which shall be a male representative for youth and one a female representative for youth (Amended May 2013).
Principal Office: The Organization may have offices at such place or places within Massachusetts as the Executive Committee determines.  
Registered Agent and Registered Offices: The registered agent and registered office (if any) shall be determined by the Executive Committee of the Organization.  
Governing Laws: The Organization will be governed by these Bylaws as well as by state and federal law.
Statement of Non-discrimination Intent: Ggwanga Mujje shall not discriminate against anyone for employment based on race, gender or religious affiliation.  The Organization is not affiliated with any religious denomination or political party. Eligibility for membership shall be determined by the provisions set forth in Section 2.1, 2.2 and 2.3.
Duration: The Organization shall have perpetual duration, unless dissolved by the members.
Voluntary Dissolution by Members: The existence of the Organization may be terminated by a vote or written petition of two-thirds of the membership of the Organization and/or when the Organization ceases to be legal as declared by the Secretary of State of the Commonwealth of Massachusetts.
ARTICLE THREE
MEMBERSHIP
Individual Membership: Individual Membership is open to individuals 18 years of age and older whose ancestry traces back to Ssekabaka Kintu and who belong to one of the indigenous clans of Buganda and are committed to supporting the objectives and activities of Ggwanga Mujje, and register with the Organization and pay the membership fee as established by the Executive Committee. Such individuals shall be considered to be individual members in good standing.
Associate Membership: Associate membership shall be open to individuals who are not eligible under Section 3.1 of these by-laws but are relatives of individuals eligible under Section 3.1 and are committed to supporting the objectives and activities of Ggwanga Mujje Boston Chapter and register with the Organization and pay the membership fee as established by the Executive Committee. Associate members are not eligible to become members of the Executive Committee. Such individuals shall be considered associate members in good standing.
Other Types of Membership: As circumstances may dictate the Board of Directors and/or members of Ggwanga Mujje, may from time to time establish new types of membership as deemed necessary.
Transferability:  Membership is personal to the individual member. It shall not be sold, assigned or otherwise transferred in any manner from one person to another.
Dues: Individual and Associate members will be required to pay an annual Membership Fee. The amount of the membership fee and when it is due shall be determined by the Executive Committee.
Withdrawals:  A member may withdraw or resign his/her membership at any time. However membership dues and assessments are non-refundable.
Compensation:  No dividend shall be paid and no part of the income of the Organization shall be distributed to members except for reasonable reimbursement for expenses incurred on behalf of the Organization or for compensation as determined by the Executive Committee, for services rendered to the Association.  Approval by the Executive Committee is required prior to the rendition of the said service, in order to be compensable.
Privileges:  All members who are in good standing are entitled to all rights and privileges of the Organization as described in these by-laws.
Voting:  Only Members of the Organization who are in good standing, as specified in section 3.12, shall be entitled to voting rights and shall have voting rights so long as they remain in good standing. Members in good standing are entitled to one vote and must be present at a meeting in which a vote takes place.
Certificate of Membership:  The Executive Committee at its discretion may issue certificates or membership cards evidencing membership to the Organization.
Duty of Care and Loyalty:  In the exercise of their responsibility as members of Ggwanga Mujje, individual and associate members shall be expected to act in good faith and with that degree of diligence, care and skill which ordinary prudent persons would exercise in similar circumstances. A member shall not use their power or influence within the organization to cause the Organization to act or refrain from acting, primarily for the benefit of the individual member. Members of the organization are expected to act in accordance with the code of ethics and conduct of the organization and with other policies and guidelines of the organization.

Member in Good Standing: Member or member in good standing, includes any person who has fulfilled the requirements for membership of Ggwanga Mujje as specified in sections 3.1, 3.2, 3.3 and 3.5 of these By Laws, and who neither has voluntarily withdrawn from membership nor has been expelled or suspended from membership after appropriate proceedings consistent with lawful provisions provided for in these By Laws. 

ARTICLE FOUR
MEETINGS
Annual Meeting of the Organization: The Annual meeting of the Organization shall be held the first Sunday in March at a time and place set by the Executive Committee.  The Officers of the Organization will be required to present annual reports.  Regular elections of incoming officers shall be held during the Annual meeting. In cases where a position becomes vacant before the term expires, voting members can choose a successor at a special meeting called at least in part for the purpose of electing. There shall be at least a 30-day notice for the annual meeting.

Executive Committee Meetings: The Executive Committee shall hold monthly meetings. The time and place of regular meetings of the Executive Committee shall be determined by the Chairperson or members of the Committee. Notice for these meetings shall be in accordance with specifications set forth in section 4.5.

General Meetings of the Members: Regular meetings of the members shall be held periodically at a time and place as deemed necessary by the Executive Committee.  These meetings shall require a 2 week notice according to the specifications set forth in section 4.5.

Special Meetings:  Special meetings of the Executive may be called by the President or by a petition of two-thirds of the Executive committee as deemed necessary.  Notification for these meetings will require at least a 24 hour notice to members of the Executive otherwise these meetings should be called upon as specified in section 4.5.  

Special meetings of the general membership may also be called as deemed necessary by a petition supported by 25% of the membership. The petition should state the purpose and issue at hand and must be presented to the Secretary or Chairperson of the Organization after which the Chairperson and/or Secretary shall be required to call the special meeting in accordance to the specifications set forth in section 4.5.

Notice of Meetings: Unless set forth as provided in section 4.1, 4.2, 4.3 or 4.4 of these By Laws a two week notice shall be required for meetings. The notice can be by phone, mail or written electronically stating the time, place and purpose of the meeting.  Notification shall be made to members based on the contact information on record with the Secretary and notice shall be made by the Chairman or Secretary or their authorized designees.

Rules of Order: The rules of parliamentary practice contained in the most recent edition of Robert’s Rules of Order shall govern the meetings of the Organization.

Quorum:  For purposes of General of Special Meetings a quorum shall consist 25% of the membership and the majority of the voting members present at such a meeting may take action. For purposes of Executive or Special Committee meetings a quorum shall consist of a simple majority of the members of that particular committee for purposes of conducting business.


 Vote Required for Action:  Except as otherwise provided in section 4.7 of Bylaws, the act of a majority of those present at a meeting at which a quorum is present at the time shall be the act of the Executive Committee, Special Meeting or General meeting (whatever the case maybe). The exception to this rule is the vote of two thirds (2/3) of all Executive Committee is required to recommend the adoption of a resolution for dissolving the Organization. Such a recommendation shall then be presented to the general membership for action. A two thirds (2/3) of all active members is required for the dissolution of the Association.


Action by Executive Committee without Meeting:  Any action required or permitted to be taken, at any meeting of the Executive Committee or of any special committee authorized by the Executive Committee, may be taken without a meeting if a written consent thereto shall be signed by a number constituting a quorum of the Executive Committee or members of such a committee, as the case may be, and such written consent shall have the same force and effect as a unanimous vote of the Executive Committee.

 Adjournment of Meetings: Responsibility for adjourning meetings shall be the responsibility of the person chairing the meeting. If there is disagreement a meeting, whether or not a quorum is present, may be adjourned by a majority vote of the members present. The meeting may later reconvene at a specific time and place. At any such reconvened meeting at which a quorum is present, any business transacted may be transacted which could have been transacted at the meeting which was adjourned.
 
ARTICLE FIVE
RULES GOVERNING THE EXECUTIVE COMMITTEE  
General Powers:  The day to day business affairs of the Organization shall be managed by the Executive Committee as established pursuant to these Bylaws.
Qualification:  Members of the Executive Committee shall be elected from members of the Organization who are in good standing as specified in section 3.1, 3.2, 3.3, 3.5 and 3.12 of these By Laws and are willing and able to serve.
Terms of Office: Each member of the Executive Committee shall serve for a period of two years. In case a member of the Executive Committee is unable to serve due to resignation, disqualification, removal or other incapacity, the remaining members of the Executive Committee shall nominate a replacement to complete the unfinished term until a successor is elected.
Nominations of Committee Members: Candidates for Executive Committee positions shall be nominated or sponsored by any member in good standing. This sponsorship shall include a written statement of support of the candidate and the reasons the member is supporting the candidate and a written statement from the candidate stating his background and reasons for running for office. The nominations should be submitted to the Secretary of the Organization and announced to the membership at least a month before the elections.
Elections: Members of the Executive Committee shall be elected by the affirmative vote of a majority of the members present at the Annual Meeting of the Organization. The notice of the Annual General meeting where an election shall be held shall specify and list elections of committee members as part of the agenda and shall also include the names of candidates who have been nominated.  The procedure for voting may be by secret ballot or show of hands as agreed upon by those present.
Resignation:  Resignation of Executive Committee Members shall be in writing and delivered to the Secretary or Chairperson.  In situations where it is not possible to submit a resignation to the Chairperson or secretary, then the resignation maybe submitted anyone of the other Executive Committee members.
Removal from Office: Any Officer or Committee Member may be removed from office with a two-thirds vote of the members present at any general or special meeting called in part for this purpose, if in the judgment of said members this action is in best interest of the Organization and especially if the member is not acting in accordance to specifications set forth in section 1.1, 1.2 and 3,11 or 3.12 of these By Laws.  A Board member may also be removed from office for excess absences from Executive Meetings if he or she has three consecutive unexcused absences from Board meetings or for serious violations against the objectives of Ggwanga Mujje.  Such removal requires a three-fourths vote of the Board of Directors.
Filling Vacancies:  In case of death, resignation, disqualification, or removal of a member of the Executive Committee, the remaining members of the Executive Committee shall appoint a replacement to complete the unfinished term until a successor is elected.
Duty of Care and Loyalty:  In the exercise of their duties, for and on behalf of the Organization, each Executive officer and Director shall be held to fiduciary standards, to act in good faith and with that degree of diligence, care and skill which ordinary prudent persons would exercise in similar circumstances. Furthermore in the discharge of their duties, the officers of the Organization shall not use their positions of power to cause the Organization to act or refrain from acting, primarily for the benefit of the officers. Any person(s) appointed to render services by the Executive Committee shall be held to the same duty of care and loyalty to act in good faith.  

ARTICLE SIX
AUTHORITY AND DUTIES OF MEMBERS OF THE EXECUTIVE COMMITTEE
President: The President shall be the Chief Executive Officer of the Association and shall have general supervision of the business and affairs of the Association. He/She may execute, with any proper officer, certificate of membership, leases, contracts, or other instruments which may be lawfully executed on behalf of the Association. He/She or his/her designee shall ensure that all orders and resolutions of the Executive Committee are carried into effect, and shall perform such other duties as may from time to time be delegated to him/her by the Executive Committee.

Vice President: The Vice President will assist the President in the general supervision of the business and affairs of the organization.  The Vice President will undertake the duties of the chairperson from time to time as deemed necessary. The Vice shall in the absence or disability of the President conducts all of the duties that would otherwise be performed by the president. The Vice President automatically becomes the President in the event of the resignation or incapacity of the President.

Secretary:  The Secretary shall record and keep accurate records of the proceedings of General, Executive and special meetings of the Organization and shall also be responsible for keeping all official records of the Organization. He/She shall have the authority to give notices required by these By Laws. He/She shall be the custodian of documents and may affix the corporate seal to any lawfully executed document requiring it. He/she shall perform whatever duties and have powers the Executive Committee may from time to assign to him/her.
Deputy Secretary: The Deputy Secretary shall assist the Secretary in recording and keeping accurate records of the proceedings of General, Executive and special meetings of the Organization and shall also assist the Secretary in keeping all official records of the Organization. In the absence of the Secretary the Deputy Secretary shall have authority to give notices as required by these By Laws. He/she shall perform whatever duties and have powers the Executive Committee may from time to assign to him/her.
Treasurer:  The Treasurer shall have custody of all funds and securities belonging to the Association and shall receive, deposit and disburse the same under the direction of the Executive Committee upon request. He/she shall perform whatever duties and have powers the Executive Committee may from time to time assign to him/her.
Deputy Treasurer: The Deputy Treasurer shall assist the Treasurer in overseeing the financial affairs of the Organization and shall perform whatever duties and shall have powers the Executive Committee may from time to time bestow upon him/her.
Publicity Secretary:  The Publicity Secretary shall promote the Organization by all lawful means. He/She shall perform and exercise whatever duties and powers the Executive Committee may from time to time assign to him/her.
Committee Members: The Four committee members will undertake duties and responsibilities assigned to them by the Executive Committee and will participate in Executive meetings.




ARTICLE SEVEN
SUB COMMITTEES

Appointment of Committees: The Executive Committee may from time to time designate, appoint or establish Committees. Such Committees shall have such powers and may exercise such powers as the Executive Committee may bestow. Each of such Committees shall call and hold meetings, adopt rules of procedure, maintain records of its proceedings, and prepare reports to the Executive Committee. Meetings for sub-committees shall be called as agreed upon by members of that sub-committee otherwise meeting may be called as specified in section 4.5.
Vote Required for Action: All Sub Committees designated, established or appointed by the Executive Committee shall act by a majority vote of their members and in accordance with other sections of these By Laws as applicable.
ARTICLE EIGHT
NOTICE AND WAIVER
Procedure: Except as otherwise specifically provided in these By Laws, whenever notice is required to be given to any member of the Executive, it may be given by personal delivery, telefax, electronic mail, telephone, or postal mail. The notice shall be sent to the contact address on record with the Secretary and such notice shall deemed to be given at the time of delivery or transmittal.
Waiver of Notice: Whenever any notice is required to be given to any member as provided for in these By Laws, a waiver of said notice, in writing, signed by the person(s) entitled to such notice, whether before, or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.
ARTICLE NINE
MISCELLANEOUS  
Fiscal Year: Unless otherwise determined by the Executive Committee, the fiscal year of the Organization shall be from January 1 through December 31.
Association Seal: The Association Seal shall be in such form as the Executive Committee may determine.
Bank:  The Association shall have a business checking account with a bank at a location as determined by the Executive Committee. The Association may have any other type of accounts deemed necessary by the Executive Committee.
Signatories to the Bank Account: The Treasurer, Vice Treasurer and Chairman shall be signatories to the account(s).  Any other signatory may be authorized by the Executive Committee. Two signatures will be required on approved disbursements.  
Annual Statements: The President shall issue an annual report to be known as the President’s Annual Report of the state of the organization at the Annual General Meeting. The Treasurer or his/her designee shall also be required to submit an Annual Financial Report showing the activities of the organization throughout the year and an up to date financial position of the Organization.  
Inspection of Books: The books and records of the Organization shall be open to inspection by members in good standing, upon written request and reasonable notice submitted to the Secretary.  
Registration with the Secretary of State: The Association will remain registered with the Commonwealth of Massachusetts in accordance with all applicable laws at all times during its life.
The Association shall be required to have written policies including (a) Code of Ethics and Conduct, (b) Conflict of Interest, (c) Financial Control, and (d) an Alternative Dispute Resolution Process.  
ARTICLE TEN
AMENDMENTS 
Power to Amend Bylaws: Any organ, committee or member of the Organization may by written motion, submitted to the Secretary, propose an amendment to these By Laws. After receipt of such notice the Secretary shall immediately take action to circulate such motion and proposal to all members of the Organization in good standing notifying them of proposed amendment(s).

A motion to amend any provision of these By Laws shall not become effective unless it has support of at least three quarters of the membership present at the Annual General Meeting or a special meeting called in part to amend the By Laws and also called in accordance to section 4.5 of these By Laws.
These constitute the By Laws
of Ggwanga Mujje Boston Chapter, Inc
So help us God.
AWANGAALE SSAABASAJJA