UNITED LIBERIAN ASSOCIATION OF HOUSTON...

ULAH BYLAWS Page 1

UNITED AS ONE PEOPLE

Contents PREAMBLE …………………………………………………………………………………….6

ARTICLE 1 – NAME AND OTHER ATTRIBUTES ................................................................... 7

Sec. 1 Name............................................................................................................................... 7

Sec. 2 Address ........................................................................................................................... 7

Sec. 3 Governing Rules ............................................................................................................. 7

Sec. 4 Purpose ............................................................................................................................ 7

Sec. 5 Philosophy. ..................................................................................................................... 7

Sec. 6 Letterhead ........................................................................................................................ 7

Sec. 7 Supreme Power. .............................................................................................................. 7

Sec. 8 Logo ................................................................................................................................ 7

Sec. 9 Flag ................................................................................................................................. 7

Sec. 10 Motto. ............................................................................................................................ 7

Sec. 11 Color. ............................................................................................................................ 7

ARTICLE 2 - AIM & OBJECTIVES ............................................................................................. 8

Sec. 1 AIM. ................................................................................................................................ 8

Sec. 2 The OBJECTIVES ......................................................................................................... 8

ARTICLE 3 - MEMBERSHIP ....................................................................................................... 9

Sec. 1 Membership.................................................................................................................... 9

Sec. 2 Membership Location Coverage Restriction. ................................................................ 9

Sec. 3 Category of Membership................................................................................................ 9

Sec. 4 Membership Registration & Monthly Fees. ................................................................... 9

Sec. 5 Delinquency of Membership..……..…………………………………………………...9

Sec. 6 Notification of Delinquency…......……………………………………………………..9

Sec. 7 Privileges of membership ................................................................................................ 9

Sec. 8 Duties of Members: ....................................................................................................... 10

Sec. 9 Membership Processing ................................................................................................ 10

Sec. 10 Notification of Applicant for membership .................................................................. 10

ARTICLE 4 – MEMBERSHIP MEETINGS ............................................................................... 11

Sec. 1 Regular Membership Monthly Meeting ........................................................................ 11

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Sec. 2 Annual Meeting. ............................................................................................................ 11

Sec. 3 Special Meeting ............................................................................................................. 11

Sec. 4 Notice of Meetings. ....................................................................................................... 11

Sec. 5 Meeting Citation............................................................................................................. 11

Sec. 6 Quorum. ......................................................................................................................... 11

Sec. 7 Voting. ............................................................................................................................ 11

ARTICLE 5 – ASSOCIATION STRUCTURE ............................................................................ 12

Sec. 1 Standing Functionaries .................................................................................................. 12

Sec. 2 Ad hoc Committees……………………………………………………………………12

Sec. 3 Duration of Ad hoc Committees……………………………………………………….12

ARTICLE 6 – GENERAL MEMBERSHIP ANNUAL MEETING (GMAM)............................ 12

Sec. 1 Formation of GMAM .................................................................................................... 12

ARTICLE 7 BOARD OF ADMINISTRATORS ......................................................................... 13

Sec. 1 Powers ........................................................................................................................... 13

Sec. 2 Composition of ULAH BOARD .................................................................................. 13

Sec. 3 Election of ULAH BOARD Chair and Deputy Chair ................................................... 14

Sec. 4 Confirmation of Committees Leadership ...................................................................... 14

Sec. 5 Title of ULAH BOARD Head ...................................................................................... 14

Sec. 6 Duties of the Chairman/Chairlady of ULAH BOARD ................................................. 14

Sec. 7 Duties of the Deputy Chairman/Chairlady of the ULAH BOARD .............................. 14

Sec. 8 Duties of the Secretary .................................................................................................. 15

Sec. 9 Annual Meeting. ............................................................................................................ 15

Sec. 10 Regular Meeting. ......................................................................................................... 15

Sec. 11 Special Meeting. .......................................................................................................... 15

Sec. 12 Waiver of Notice. ........................................................................................................ 15

Sec. 13 Forfeiture of ULAH BOARD member. ...................................................................... 15

Sec. 14 Informal Action by ULAH BOARD members. .......................................................... 16

Sec. 15 Quorum. ...................................................................................................................... 16

Sec. 16 Vacancies. ................................................................................................................... 16

Sec. 17 Compensation. ............................................................................................................. 16

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ARTICLE 8 – ADMINISTRATIVE OFFICERS ......................................................................... 16

Sec. 1 Composition of the Administrative Officers. ................................................................ 16

Sec. 2 Duties of the President ................................................................................................. 16

Sec. 3 Duties of the Vice-President ........................................................................................ 17

Sec. 4 Duties of the General Secretary ................................................................................... 17

Sec. 5 Duties of the Financial Secretary ................................................................................. 18

Sec. 6 Duties of the Treasurer ................................................................................................. 19

Sec. 7 Duties of the Chaplain .................................................................................................. 19

ARTICLE 9 – STANDING COMMITTEES ............................................................................... 19

Sec. 1 Standing Committee Heads ......................................................................................... 19

Sec. 2 The Youth and Sports Committee ................................................................................ 20

Sec. 3 The Media and Publicity Committee ........................................................................... 20

Sec. 4 The Membership, Mobilization, & Retention Committee ........................................... 20

Sec. 5 The Planning, Bereavement and Celebrations Committee .......................................... 21

Sec. 6 The Auditing & Financial Management Compliance Committee ............................... 22

Sec. 7 The Council of Elders Advisory Committee ............................................................... 22

Sec. 8 Committees Meetings................................................................................................... 23

ARTICLE 10 – THE INDEPENDENT ELECTIONS COMMITTEE ......................................... 23

Sec. 1 The Independent Elections Committee. ........................................................................ 23

Sec. 2 Interference in the work of the Elections Committee. ................................................. 23

Sec. 3 Submission of Guidelines ............................................................................................ 23

Sec. 4 Compliance. ................................................................................................................. 23

Sec. 5 Tenure of Committee Members ................................................................................... 24

Sec. 6 Power and Functions .................................................................................................... 24

Sec. 7 Voting ........................................................................................................................... 24

Sec. 8 Voter Registration and Candidates Eligibility: ............................................................ 24

Sec. 9 Tenure and Contested Positions……………………………………………………………………………………………24

ARTICLE 11 - CONFLICT OF INTEREST ................................................................................ 25

Sec. 1 Purpose. ......................................................................................................................... 25

Sec. 2 Financial Interest ........................................................................................................... 25

Sec. 3 Duty to Disclose ............................................................................................................ 25

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Sec. 4 Conflict of Interest Determination. ............................................................................... 26

Sec. 5 Non-Financial Conflict of Interest ................................................................................ 26

Sec. 6 Compensations, Gifts & Favors. ................................................................................... 26

Sec. 7 Violation of Conflict of Interest Policy. ........................................................................ 26

Sec. 8 Conflict of Interest Disciplinary Actions. ..................................................................... 26

Sec. 9 Annual Statement .......................................................................................................... 26

Sec. 10 Periodic Review. ........................................................................................................ 26

ARTICLE 12 – IMPEACHMENT AND EXPULSION .............................................................. 27

Sec. 1 Offenses……………………………………………………………………………….26

Sec. 2 Impeachment and Expulsion Power……….………………………...……………….27

Sec. 3 Statement..…………………………………………………………………………….27

Sec. 4 Impeachment and Expulsion Appeal………………………………………………….27

ARTICLE 13 - ACCOUNTING AND REPORTING…………………………………………..27

Sec. 1 Budget...………………………………………………………………………...…….27

Sec. 2 Withdrawal Approval...……………………………………………………………….27

Sec. 3 Deposit and Bank Account Signatories……………………………………………….27

Sec. 4 Additional Bank Accounts…………………………………………………………….28

Sec. 5 Financial Rport………….…………………………………………………………….28

Sec. 6 Issuing of Loan………….…………………………………………………………….28

Sec. 7 Incurring Debt…………...…………………………………………………………….28

ARTICLE 14 - LEGAL / LITIGATION ...................................................................................... 29

Sec. 1 Suspected Breach of the BYLAWS ............................................................................. 29

Sec. 2 Arbitration. ................................................................................................................... 29

Sec. 3 Indemnification. ........................................................................................................... 29

Sec. 4 Legal Fees. ................................................................................................................... 29

Sec. 5 Dissolution. ................................................................................................................. 30

Sec. 6 Execution of Documents. ............................................................................................. 30

ARTICLE 15 - AMENDMENTS. ................................................................................................ 30

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ADOPTION OF BYLAWS. ......................................................................................................... 30

THE AD HOC CONSTITUTION COMMITTEE ....................................................................... 30

ABBREVIATIONS AND DEFINITIONS ................................................................................... 31

THE END...................................................................................................................................... 31

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PREAMBLE We, citizens of Liberia, descendants of Liberian families, friends and sympathizers of Liberia, residing in the Greater Houston Metropolitan area, Texas –USA: Having seen our community suffered due to division, lack of vision, lack of togetherness and lack of leadership, which have deprived us of uniting as one people to care and look after each other’s wellbeing; and Realizing, the need to organize our community in order to promote unity, prosperity, and to foster greater understanding among ourselves; and Whereas, moving away from division, disrespect for members wishes, opinion, and lack of community unity requires implanting a value system of fairness, transparency, accountability, vision, community building and subsequently which would inspiring our youth; and Whereas, unifying like-minded people of vision, goodwill, and an Association that is people-oriented and people-centered, constitutes the foundation of a sustainable community and institution that will seek the welfare of its members; and Inspired by a community of people that are dedicated to ushering into being a new organization and breed of leaders that will do things differently from the old organization, and being united in an all-inclusive community association in which members shall participate equally in its management and enjoy equal rights and opportunity irrespective of gender, sexual orientation, economic status, tribe, religion, race, age, or political affiliation; and Holding the belief that majority of well-meaning Liberians living in the Greater Houston Metropolitan area united against elitism, tribalism, lack of accountability and transparency; and Now, therefore, we, the men and women of Liberia, descendants of Liberian families, friends

and sympathizers of Liberia, hailing from diverse backgrounds residing in the Greater

Houston Metropolitan area, State of Texas, having experienced division, incompetence,

tribalism, elitism, disrespect for members’ wishes and opinion, are inspired by the promise of

a bright future amongst us, and therefore have decided to form an Association and have

agreed to the following herein, and do hereby solemnly adopt, establish, proclaim, and declare

these Bylaws as the governing rules of the UNITED LIBERIAN ASSOCIATION OF

HOUSTON INCORPORATED (ULAH).

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ARTICLE 1 NAME AND OTHER ATTRIBUTES

Sec. 1 Name - The name of the Association shall be United Liberian Association of Houston;

henceforth, referred to as United Liberian Association of Houston or for short ULAH.

Sec. 2 Address - The permanent registered address and operational center for daily official

business transactions of ULAH shall be the home of its duly elected President located in the

Greater Houston Metropolitan area. However, the address for all correspondences shall be the

P.O Box address approved by the ULAH BOARD located in the Greater Houston Metropolitan

area and shall be managed by the General Secretary of the Association.

Sec. 3 Governing Rules - The Constitution, hereinafter referred to as the Bylaws, are rules and

guidelines that govern the affairs of ULAH; a non-profit charitable organization under the State

of Texas Non-Profit Corporation Act.

Sec. 4 Purpose - The Association is formed as a nonprofit charitable organization exclusively

for the purposes of promoting cultural awareness, education, social and community building.

Sec. 5 Philosophy - ULAH shall be a non-tribal, non-county, non-political, non-religious, and

without gender, generational or other biases that discriminate against people. Its policies are

people-driven, people-oriented, and people-centered to guarantee the wholesome functioning of

ULAH and the welfare of its members.

Sec. 6 Letterhead - The Letterhead of ULAH shall bear ULAH’s logo at the top left hand and

another one embedded between the signatures lines of the letterhead, the Association’s full name

at the top, the title of the officer sending the communication right below the name, and the

Association’s phone number, email address, and the P.O Box address below.

Sec. 7 Supreme Power - All powers are inherent and vested within the membership of ULAH.

In an orderly manner consistent with these Bylaws, the membership can alter and reorganize the

ULAH BOARD during the GMAM if the unity and existence of ULAH are in jeopardy.

Sec. 8 Logo - The Logo of ULAH shall be Liberia’s sixteen counties’ flags grouped together

and surrounded by people holding hands which can be found on the cover page of these Bylaws.

Sec. 9 Flag – The official flags of ULAH shall be the same as the Liberian and US flags.

Sec. 10 Motto - The Motto of ULAH shall be "UNITED AS ONE PEOPLE”.

Sec. 11 Color - The Colors of ULAH Shall be Red, White and Blue.

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ARTICLE 2 AIM & OBJECTIVES

Sec. 1 AIM - The AIM of ULAH shall be to promote a sense of community among Liberians,

descendants of Liberian families, friends and sympathizers of Liberia. In that regard, ULAH

shall support the interests and seek the welfare of Liberians, descendants of Liberian families,

friends and sympathizers of Liberia, living in the Greater Houston Metropolitan area, and to

educate the public in general about Liberia and its culture.

Sec. 2 The OBJECTIVES – The OBJECTIVES of ULAH shall be the following:

a. Promote unity and collaboration within the ULAH community;

b. Promote the general welfare and common good of ULAH members and other

communities in need;

c. Inspire our youth to achieving greatness;

d. Promote a better understanding of the social and cultural values of Liberia;

e. Project the altruism, professionalism, industry, creativity, competence and integrity of

Liberians;

f. Strengthen relationships between the Liberian community and key governmental,

educational, socio-cultural and business entities within Houston and its surroundings;

g. Provide value-added services with emphasis on Education, Immigration, Health,

Employment, Housing, Social Wellness, Recreation and Faith;

h. Build bridges between ULAH and other national organizations along with local Liberian

organizations and other communities’ organizations in the spirit of collaboration and

mutual friendship;

i. Show solidarity and support other communities in need;

j. Mobilize ULAH Community in support of each other in times of need or celebration of

one's achievement;

k. Mobilize the ULAH Community to financially and morally support each other during

bereavement of a member’s husband/wife, child, brother, sister, father and mother;

l. Perpetuate the history, traditions and cultures of Liberia.

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ARTICLE 3 MEMBERSHIP

Sec. 1 Membership - ULAH membership shall be open to all Liberians, descendants of

Liberian families, friends and sympathizers of Liberia, who are 18 years and above irrespective

of tribe, religion or gender and are certified by completing the membership form as follow:

a. Submitting a completed and signed membership form with the registration, monthly or

annual membership dues;

b. Accepting to abide by ULAH bylaws, rules, regulations, principles, policies and

programs;

c. And receiving notification from the Membership, Mobilization & Retention Committee

(MMRC) of acceptance of application.

Sec. 2 Membership Location Coverage Restriction - ULAH membership shall only covers

Harris County, Fort Bend County, Montgomery County, Brazoria County, Liberty County,

Waller County, Chambers County, and Austin County in the State of Texas. Individuals living in

other adjacent counties may apply but such application shall only be approved by the ULAH

BOARD & not the MMRC.

Sec. 3 Category of Membership – There shall be only one category of membership (Full)

within ULAH and members shall enjoy all benefits stated within these Bylaws without limit.

Sec. 4 Membership Registration & Monthly Fees - ULAH shall be a membership based

Association. The registration for membership or renewal of membership if membership has

lapsed shall be a onetime payment of $10.00. The annual dues shall be $60 per year or $5.00

monthly, unless changed by a majority vote of the members at the General Membership Annual

Meeting (GMAM) of the full membership. Continued membership is contingent upon being up-

to-date on membership dues.

Sec. 5 Delinquency of Membership – Any member whose membership dues have lapsed for

more than six (6) months shall lose all benefits enjoyed by due paying members including but

not limited to contesting for elected or be appointed to a position, loss of the ULAH’s official

support and protection.

Sec. 6 Notification of Delinquency – The Financial Secretary shall notify every member of

their delinquency in writing at least two (2) months before the six (6) months limit of losing their

membership benefits.

Sec. 7 Privileges of membership – All members shall be treated equally in the eyes of ULAH

no matter one’s status, position and/or title. Members shall be:

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a. Eligible to receive all benefits stated within the Aim and Objectives of ULAH;

b. Eligible to receive ULAH protection against abuse, neglect & other inhuman conditions;

c. Eligible to receive ULAH fundraiser mobilization towards bereavement and

hospitalization ;

d. Eligible to receive the full works of ULAH’s machineries in times of need & happiness;

e. Eligible to benefit equally without bias from the work, activities and programs and

opportunities offered by ULAH;

f. Eligible to cast a vote in ULAH elections;

g. Eligible to contest during ULAH elections;

h. Eligible to be appointed to any structure within ULAH;

i. Eligible to attend the annual and monthly Association general membership meetings;

j. Eligible to receive all ULAH communications and resources;

k. Eligible to petition the Administration, ULAH BOARD or the GMAM;

l. Eligible to receive any public report of the Association upon or without request.

Sec. 8 Duties of Members:

a. Attend all general membership meetings including the GMAM;

b. Protect the existence, integrity and unity of ULAH at all times;

c. Contribute towards bereavement, and other fundraisers for ULAH members;

d. Offer constructive criticism of any official, action, policy, program, & activity;

e. Participate in elections as candidate and/or as a voter;

f. Petition the Administration, ULAH BOARD and/or GMAM on any aspects of ULAH

activities, works, programs, and the overall wellbeing of the organization;

g. Read and become familiar with the Bylaws, purposes, principles, aims, objectives,

policies, and programs of ULAH;

h. Observe discipline, behave honestly and execute dutifully and loyally in all decisions of

the majority and decisions of the ULAH BOARD and/or GMAM;

i. Actively participate and fully contribute to ULAH discussions, programs, policies

formation and implementation, and action plans;

j. Desist from publishing and/or distributing any communication without prior

authorization which appears to be the views of ULAH and/or its functionaries;

k. Respect others even when you disagree with their opinions, actions, and behaviors.

Sec. 9 Membership Processing - Applications for membership shall be considered by the

Membership, Mobilization & Retention Committee (MMRC). The MMRC shall have the power

to accept or reject any application for membership but such acceptance or rejection shall be

subject to review by the ULAH BOARD as needed.

Sec. 10 Notification of Applicant for membership - Within one month of application, the

MMRC shall, in writing, notify the applicant of acceptance or rejection of membership. If an

applicant is accepted, such letter of acceptance shall be followed by a copy of these bylaws and

other important resources of ULAH. If the application is rejected, such rejection letter shall state

clearly the reason(s) for the rejection and the appeal process.

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ARTICLE 4 MEMBERSHIP MEETINGS

Sec. 1 Regular Membership Monthly Meeting – The regular membership meeting shall be

held every last Saturday of each month except in the month of January when the GMAM is held.

The date, time, and location of the meeting shall be designated by the President. During the

meeting, members shall receive reports including financial report, activities reports and other

reports as determined by the President. The President shall listen to the concerns of members and

implement or present such to the ULAH BOARD for considerations into its plans of action for

the following year.

Sec. 2 Annual Meeting – The annual meeting shall be called the General Membership Annual

Meeting or for short, the GMAM. The meeting shall take place in the month of January each

year. The specific date and time of the meeting shall be determined by the ULAH BOARD and

communicated to the President for planning and execution. At the GMAM, the members shall

receive reports on the activities of the Association, and determine the direction of ULAH for the

present year.

Sec. 3 Special Meeting – A Special meeting may be called by the President, or a simple

majority of the ULAH BOARD or a petition signed by at least five percent (5%) of active dues

paying members.

Sec. 4 Notice of Meetings – Notice of meetings should be printed or distributed to each voting

member via text, email, Facebook, website or other media not less than two weeks prior to the

meeting except it is an emergency meeting where it shall be done at least one to two days in

advance.

Sec. 5 Meeting Citation - All meetings except meetings of the ULAH BOARD and GMAM

shall be directed and presided over by the President with the General Secretary sending out the

citation. In case of a special meeting or when required by statute of these Bylaws, the purpose(s)

for which the meeting is called shall be stated in the notice along with the location, time, and

date.

Sec. 6 Quorum - A quorum for a meeting of the members shall consist of at least thirty percent

(30%) of the active due paying members. If a quorum is not present at any meeting of the

membership, the members present may continue the meeting but no decision shall be taken.

Sec. 7 Voting - All issues to be voted on shall be decided by a simple majority (50% + 1) of the

at least thirty percent (30%) of those present at the meeting.

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ARTICLE 5 ASSOCIATION STRUCTURE

Sec. 1 Standing Functionaries - ULAH shall consist of the following standing functionaries:

a. General Membership at its Annual Meeting (GMAM);

b. The Board of Administrators (ULAH BOARD) seven (7) members;

c. The Administration ( Six Administrative Officers);

d. The Independent Elections Committee ;

e. The Council of Elders Advisory Committee;

f. The Youth & Sports Committee;

g. The Media and Publicity Committee;

h. The Membership, Mobilization, & Retention Committee;

i. The Planning, Bereavement, and Celebrations Committee;

j. The Auditing & Financial Management Compliance Committee.

Sec. 2 Ad hoc Committees– ULAH shall have Ad hoc committees from time to time to

undertake a specific task. The President shall be responsible to form and appoint Ad hoc

Committee members with confirmation of the top three (Chair, Deputy Chair and Secretary) by

the ULAH BOARD.

Sec. 3 Duration of Ad hoc Committees - The duration of an ad hoc committee shall not

exceed more than six months and the work of such committee shall not be the same as a standing

committee except as otherwise specially approved by the ULAH BOARD.

ARTICLE 6 GENERAL MEMBERSHIP ANNUAL MEETING (GMAM)

Sec. 1 Formation of GMAM –The GMAM is the official annual gathering of ULAH members.

The GMAM shall:

a. Comprise of only registered due paying members seated at its annual or special

meeting;

b. Be the supreme governing authority and ruling body of ULAH at its annual

sitting;

c. Meet annually in the month of January at a date & time to be determined by the

ULAH BOARD;

d. Adopt programs, action plans and other recommendations brought before it by the

leadership and members of ULAH;

e. Receive operational reports for the previous years from the Chair of ULAH

BOARD, President, Financial Secretary along with the Treasurer, the Auditing

Committee Chair, and other Committees as the ULAH BOARD might see it

necessary;

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f. Review the operations of the previous year, and take final decisions in all matters

brought before it that could not be resolved by the ULAH BOARD;

g. Adjudicate appeals brought before it.

ARTICLE 7 BOARD OF ADMINISTRATORS

Sec. 1 Powers -The United Liberian Association of Houston BOARD shall be called the

BOARD OF ADMINISTRATORS or for short ULAH BOARD. It shall be the support,

oversight and enforcement arm of the Association. Additionally, the ULAH BOARD shall:

a. Enforce the decisions and instructions of the GMAM and the ULAH BOARD;

b. Issue and send directives and instructions to and receive reports from the President

and various standing or specially constituted committees;

c. Confirm the three senior officers of all Standing and Ad hoc Committees;

d. Resolve differences among its members including differences on key issues;

e. Recommend to the President to confer awards on members and non-members as it

may deem appropriate during a program;

f. Support and advice the President along with his corps of officers and review their

Performance;

g. Initiate the process to fill all elected vacancies created within ULAH;

h. Determine and monitor ULAH programs and services;

i. Protect the existence, dignity , unity and positive public Image of ULAH;

j. Instruct the Audit Committee to commence an immediate audit;

k. Forward all disputes or decisions of suspension or removal of any officer to the

Council of Elders Advisory Committee for investigation and wait for its

recommendation (s);

l. Review and take decision on the recommendation (s) of the Council of Elders

Advisory Committee;

m. Accountable for the management of ULAH’s resources effectively;

n. Have Expulsion, Impeachment & Suspension powers;

o. Have the right to expand or decrease the composition, powers, scope of duty and

terms of reference of any Committee;

p. Assess its members’ performance.

Sec. 2 Composition of ULAH BOARD – The composition of ULAH BOARD shall be the six

(6) elected ULAH BOARD members plus the President of the ULAH totaling seven (7)

members of the ULAH BOARD. These members and position shall include:

a. Member - Chair of ULAH BOARD;

b. Member - Deputy Chair of ULAH BOARD;

c. Member - Secretary of the ULAH BOARD;

d. Member – Responsibility to be determined by the Chair

e. Member – Responsibility to be determined by the Chair

f. Member – Responsibility to be determined by the Chair

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g. Member - President of ULAH.

Sec. 3 Election of ULAH BOARD Chair, Deputy Chair and the Secretary – The Chair,

Deputy Chair and the Secretary of the ULAH BOARD shall be elected from amongst the six (6)

elected ULAH BOARD members. The President of ULAH shall not be qualified to contest or be

appointed to any leadership position on the ULAH BOARD. However, like every member of the

ULAH BOARD, the President shall have voting right except if the decision is concerning

him/her.

Sec. 4 Confirmation of Committees Leadership – The ULAH BOARD shall be charged with

confirmation of the three top senior officers (Chair, Deputy Chair and Secretary) of the below

constituted Committees.

a. The Independent Elections Committee ;

b. The Council of Elders Advisory Committee;

c. The Youth and Sports Committee ;

d. The Media and Publicity Committee;

e. The Membership, Mobilization and Retention Committee;

f. The Planning, Bereavement and Celebration Committee;

g. The Auditing and Financial Management Compliance Committee.

Sec. 5 Title of ULAH BOARD Head – The head of the ULAH BOARD shall be called

Chairman if male and Chairlady if female or for short Chair. The ULAH BOARD Chair as an

individual officer shall not have power over the President of ULAH except in the implementation

and/or enforcement of the decision of the ULAH BOARD:

Sec. 6 Duties of the Chairman/Chairlady of the ULAH BOARD – The ULAH BOARD

Chair shall:

a. Be the Head of ULAH BOARD;

b. Make sure the ULAH BOARD performs its duties fully,

c. Lead all discussions and initiatives of the ULAH BOARD;

d. Function as a vessel of the decisions of the ULAH BOARD;

e. Preside over ULAH BOARD meetings except when he/she is the focus of a decision;

f. Preside over all GMAM Meetings with the assistance of the President;

g. Implement and enforce the decisions of the ULAH BOARD and the GMAM;

h. Be a Co-signer to ULAH bank and escrow accounts;

i. Serve as the chief administrator to ULAH Facebook page, website and chatrooms;

j. Be the tie-breaker in all meetings headed by him/her when an issue is voted upon;

k. Carry out additional responsibilities as the ULAH BOARD or GMAM may instruct.

Sec. 7 Duties of the Deputy Chairman/Chairlady of ULAH BOARD – The ULAH BOARD

Deputy Chair shall:

a. Carry on all functions as Chair in the absence of the ULAH BOARD Chair;

b. Serve as Chief Advisor to the ULAH BOARD Chair;

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c. Perform duties as instructed by the ULAH BOARD Chair;

d. Preside over meeting on discussion pertaining to the ULAH BOARD Chair;

e. Serve as Secretary in the absence of the ULAH BOARD Secretary;

f. Carry out additional responsibilities as the ULAH BOARD may instruct.

Sec. 8 Duties of the Secretary – The ULAH BOARD Secretary shall report and take

instructions from the Chair of the ULAH BOARD. The Secretary shall:

a. Coordinate the activities of the ULAH BOARD in consultation of the Chair;

b. Take and keep ULAH BOARD meeting minutes;

c. Be responsible for all correspondences, communications, records and documents of the

ULAH BOARD;

d. Send out notices and agendas for ULAH BOARD meetings;

e. Officially communicate the decisions and instructions of the ULAH BOARD to the

Administration and other functionaries of ULAH;

f. Receive a copy of activities and quarterly reports of all committees;

g. Take notes for the ULAH BOARD during the GMAM;

h. Carry out additional responsibilities as the ULAH BOARD or its chair may instruct.

Sec. 9 Annual Meeting - An annual meeting of the ULAH BORD shall be held in the month of

December of each calendar year. The date, time, and location of the meeting shall be decided by

the body. Notices of these meetings shall be sent to all members of the ULAH BOARD two

weeks prior to the date of the meeting by the ULAH BOARD Secretary.

Sec. 10 Regular Meeting - ULAH Board shall have a regular meeting once every month with

the date, time and place for the holding of regular meetings for the entire year of the ULAH

BOARD shall be decided during its annual meeting. Notifications of the meeting shall be sent to

all members of the ULAH BOARD two weeks prior to the date of the meeting.

Sec. 11 Special Meeting- Special meetings of the ULAH BOARD may be called by or at the

request of the Chair, the President or a simple majority of the ULAH BOARD members. Notice

of any special meeting of the ULAH BOARD shall be sent out at least two (2) days in advance

of the meeting by text, email, facsimile or electronic methods or by other written notices.

Sec. 12 Waiver of Notice - Any member of the ULAH BOARD may waive notice of any

meeting. The attendance of a member at any meeting shall not constitute a waiver of notice of

such meeting, except where a member attends a meeting for the express purpose of objecting to

the transaction of any business because the meeting is not lawfully called or convened. Neither

the business to be transacted at nor the purpose of any regular meeting of the ULAH BOARD

need be specified in the notice or waiver of notice of such meeting, unless specifically required

by law or by these by-laws.

Sec. 13 Forfeiture of ULAH BOARD members - Any member of the ULAH BOARD who

fails to fulfill any of his/her requirements and/or responsibilities as set forth in these Bylaws shall

automatically forfeit his or her seat on the ULAH BOARD. The Secretary of ULAH BOARD

shall notify the member in writing that his or her seat may be declared vacant and the reason(s)

ULAH BYLAWS Page 16


thereof. The ULAH BOARD may immediately proceed to fill the vacancy if the member fails to

comply.

Sec. 14 Informal Action by ULAH BOARD members - Any action required by law to be

taken at a meeting of the ULAH BOARD, or any action which may be taken at a meeting of the

ULAH BOARD, may be taken without a meeting if a consent in writing, setting forth the action

so taken, shall be signed by two-thirds (2/3) of all of the ULAH BOARD members following

notice of the intended action to all members of the ULAH BOARD.

Sec. 15 Quorum - The presence, in person of a majority of at least two-thirds (2/3) of the

current members of the ULAH BOARD shall be mandatory at any meeting to constitute a

quorum to transact business, but a lesser number shall have power to adjourn to a specified later

date without notice. The action of a majority of the members of the ULAH BOARD presence at

a meeting at which a quorum is present shall be the action of the ULAH BOARD. The ULAH

BOARD shall function on a parliamentary procedure basics at all times.

Sec.16 Vacancies - Whenever a vacancy occurs on the ULAH BOARD or the Administration,

it shall be filled no longer than sixty (60) days by a simple majority vote of the General

Membership at a Special General Membership meeting. The 30% rule of quorum for general

membership meeting shall be observed and such election shall be conducted by ULAH

Independent Elections Committee (ULAH EC). The ULAH BOARD shall communicate notice

of all vacancies to ULAH EC within fourteen (14) business days from the date of vacancy.

Sec. 17 Compensation - Members of the ULAH BOARD shall not receive any compensation

for serving on or for their services on the ULAH BOARD.

ARTICLE 8 ADMINISTRATIVE OFFICERS

Sec. 1 Composition of the Administrative Officers - The Administrative Officers of ULAH

shall be the President, the Vice President, the General Secretary, the Financial Secretary, the

Treasurer and the Chaplain. All Administrative Officers shall report directly to the President and

then, the President shall report to the entire ULAH BOARD OF ADMINISTRATORS.

Sec. 2 Duties of the President – The President is the head, official spokesperson, and the Chief

Executive Officer of ULAH. His/her official title on all documents shall be “President, United

Liberian Association of Houston” OR “President, ULAH”. Additionally, the President shall:

a. Preside over all meetings of the membership except the GMAM;

b. Co-Chair of the GMAM;

c. Report and take directives from the ULAH BOARD;

d. Responsible for the daily administrative operations of ULAH;

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e. Preside over all administrative officers meetings;

f. Have administrative supervision and directive over all Administrative officers and

committees chairs of ULAH;

g. Make sure that the Administrative officers and Committees Chairs perform their duties;

h. Submit operational report of the Association for the fiscal year to the ULAH BOARD

and at the GMAM and from time to time to the general membership;

i. Report to the ULAH BOARD all matters that may affect ULAH;

j. Ensure the financial viability of the Association;

k. Be the tie-breaker in all meetings headed by him/her in which an issue is voted upon;

l. Be an Ex-officio member of all standing and Ad hoc committees;

m. Serve as one of the administrators to ULAH Facebook page, website, and chatrooms,

n. Appoint all committees members including with confirmation by the ULAH BOARD and

reshuffle when needed;

o. Make sure that all legal documents of the Association is filed and properly kept;

p. Sign all documents on behalf and in the name of ULAH including but not limited to

deeds, promissory notes, lease agreements;

q. Member of the ULAH BOARD;

r. Perform other functions – ceremonial or substantive – which are customarily associated

with the head of an organization, provided that they are not inconsistent with the

provisions of these Bylaws;

s. Perform the duties of subordinates when needed except financial duties;

t. Perform other duties as may be instructed by ULAH BOARD or the GMAM.

Sec. 3 Duties of the Vice-President - In the absence, incapacitation, resignation or death of the

President, the Vice President shall assume his/her functions and shall be vested with all the

powers of the President pending any decision of the ULAH BOARD to fill the vacancy. The

Vice President shall:

a. Serve as Chief Advisor to the President;

b. Directly responsible for supervision regarding the work of the Planning, Bereavement, and

Celebrations Committee;

c. Responsible in organizing and implementing visitation to bereaved family and the sick;

d. Perform such other duties as from time to time may be assigned to him/her by the

President, the ULAH BOARD or the GMAM.

Sec. 4 Duties of the General Secretary - The General Secretary is the Chief Communications

& records keeping officer of ULAH. Additionally, the General Secretary shall:

a. Be the custodian of all ULAH documents, reports, decisions taken and correspondence

received;

b. Co-Sign all documents on behalf and in the name of ULAH including but not limited to

deeds, promissory notes, lease agreements;

c. Spearhead and first review all communications of ULAH before it goes out to the public;

d. Receive the activities and quarterly reports from all committees Chairs;

e. Record all votes and meetings minutes during ULAH proceedings in a book of records;

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f. By directive of the president, make arrangement and send out notices for all general

membership and Administrative Officers meetings;

g. Serve as the Chief Secretary for the GMAM;

h. Be the key holder of the Association’s P.O Box and Document Safe Deposit Box;

i. Recommend staff member to assist the office of the General Secretary with the approval

of the president;

j. Serve as one of the administrators to ULAH Facebook page, website, and chatrooms,

k. Perform other duties as may be instructed by the President, ULAH BOARD or the

GMAM.

Sec. 5 Duties of the Financial Secretary - The Financial Secretary shall be the Chief Financial

records keeper of ULAH. Additionally, the Financial Secretary Shall:

a. Be the head of the Financial Team;

b. Work closely with the Treasurer and other financial officers in handling of ULAH funds;

c. keep a comprehensive records of all funds collected, received, deposited, disbursed, owed

and credited;

d. Be responsible for all budgetary outlays;

e. Issue official receipts designated by the Association for all funds received;

f. Ex-Officio member of the Planning, Bereavement, & Celebrations Committee;

g. Assist the President in ensuring the financial viability of the Association;

h. Execute the collection of all proceeds from fundraisings, membership fees, fines, and

special assessments;

i. In the absence of the Treasurer, perform the duties of the Treasurer;

j. Turn over all funds collected to the Treasurer and receive receipt of such turnover;

k. Communicate receipt of all monies received and with the Treasurer’s acknowledgement,

deposit said funds within seven (7) business days into ULAH account;

l. Prepare all Internal Revenue Service (IRS) and State tax forms and submit as required;

m. Co-signer to ULAH bank account and all vouchers for disbursement of funds;

n. Prepare and present a complete and accurate monthly financial report to the general

membership at the monthly meeting;

o. Prepare a comprehensive annual financial report for the previous year for submission to

the General Membership, ULAH BOARD and the GMAM;

p. Fully cooperate with the Auditing & Financial Management Compliance Committee

during an audit;

q. Share all financial reports and disbursement approval documents with the Auditing &

Financial Management Compliance Committee even without request;

r. Perform such other duties as may be instructed by the President, ULAH BOARD or the

GMAM.

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Sec. 6 Duties of the Treasurer - The Treasurer is the Chief custodian of all ULAH’s funds and

assets. Additionally, the Treasurer shall:

a. Submit to the President request of all expenditures to be submitted to ULAH BOARD;

b. Submit a printed and/or electronic copy of the monthly bank statement to the general

membership during the monthly meeting;

c. Share report of funds received, spent, indebted, and credited with the Financial Secretary;

d. keep a comprehensive records of all funds collected, received, deposited, disbursed, owed

and credited ready for viewing upon request;

e. Share all financial reports and disbursement approval documents with the Auditing &

Financial Management Compliance Committee even without request;

f. Electronically forward the monthly bank statement to members of the ULAH BOARD;

g. Fully cooperate with the Auditing & Financial Management Compliance Committee

during an audit or financial investigation;

h. Perform such other duties as may be instructed by the President, ULAH BOARD or the

GMAM.

Sec. 7 Duties of the Chaplain - The Chaplain is the Chief religious and personal counselor to

all of the ULAH members. Additionally, the Chaplain shall:

a. Be responsible to perform opening and closing prayers during all ULAH meetings;

b. Directly responsible to organize visitation to the sick and bereaved members in

collaborations with the Vice President, Planning - Bereavement and Celebrations

Committee;

c. Counsel the sick, the bereaved and other members needing counselling;

d. Perform such other duties as may be instructed by the President, ULAH BORD or

GMAM.

ARTICLE 9 STANDING COMMITTEES

Sec. 1 Standing Committee Heads - The President shall spearhead, with the direct input of

the general membership in gathering the names of individuals to serve as members and Chairs on

the below constituted Committees. These Committees include:

a. The Youth and Sports Committee;

b. The Media and Publicity Committee;

c. The Membership, Mobilization, & Retention Committee;

d. The Planning, Bereavement, and Celebrations Committee;

e. The Auditing & Financial Management Compliance Committee;

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f. The Council of Elders Advisory Committee;

g. The Independent Elections Committee.

Sec. 2 The Youth and Sports Committee – The Youth and Sports Committee shall be headed

by a Chair, assisted by the Deputy chair, a Secretary and four (4) other members. The Youth and

Sports Committee shall:

a. Be responsible to address and put forward the interests of youths to the Administration;

b. Spearhead Kids Christmas and back-to-school programs;

c. Spearhead Kids field trips;

d. Directly be responsible for ULAH Soccer and Kickball Teams;

e. Organize sports & Tournaments;

f. Research scholarship opportunities and provide information to youths and parents;

g. Keep records of all High School and College graduates;

h. Spearhead mobilizations for members to attend youths’ graduation programs;

i. Recommend to the President outstanding youths to be honored;

j. Be responsible for grooming and preparing youths to becoming future leaders of ULAH;

k. Perform such other functions as may be instructed by the President, ULAH BORD or the

GMAM.

Sec. 3 The Media and Publicity Committee – The Media and Publicity Committee shall be

headed by a Chair, assisted by the Deputy chair, a Secretary and four (4) other members. All

official communications from this committee must be reviewed and approved by the General

Secretary before it can be published. The Committee shall:

a. Be responsible for the dissemination of information and communications on a larger

scare via means of print, radio, television, video, Facebook, email, and website;

b. Engage the media in sitting up interviews to promote the Association;

c. Responsible for all print or electronic promotional materials used during ULAH events

and programs;

d. Serve as one of the administrators to ULAH Facebook page, website, and chatrooms,

e. Be responsible for video and photographing of ULAH programs and events;

f. Perform other communication or secretarial functions as maybe instructed by the

President, ULAH BOARD or the GMAM.

Sec. 4 The Membership, Mobilization, & Retention Committee - The Membership,

Mobilization, & Retention Committee shall be headed by a Chair, assisted by the Deputy chair, a

Secretary and four (4) other members. The Membership, Mobilization, & Retention Committee

shall:

a. Be the chief custodian of membership records of ULAH;

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b. Send out membership packet accompanied by all pertinent documents for registration to

potential member;

c. Responsible to process membership application in consultation with the Secretary & the

financial team;

d. Have the power to accept or reject any application for membership but such acceptance

or rejection shall be subject to review by the ULAH BOARD as needed;

e. Notify applicants in writing within a one month of application of acceptance or rejection

of membership application;

f. Send out acceptance letter along with copy of these Bylaws and other important resources

of ULAH;

g. Send out rejection letter if application is denied and provide reason(s) for the rejection

and full instructions on the appeal process;

h. Be the chief customer service arm of ULAH;

i. Facilitate open communications regarding the programming, initiatives, and services

affecting the recruitment and retention of members;

j. Recommend awards and special appreciation to deserving members;

k. Initiate plans and coordinate with ULAH leadership in creating and participating in

recruitment and retention activities;

l. Participate in mobilization of Bereavement and other fundraisers to support members;

m. Provide advice, make recommendations and undertake programs, initiatives, and services

that will promote the recruitment and retention of members;

n. Perform other functions as maybe instructed by the President, ULAH BOARD or the

GMAM.

Sec. 5 The Planning, Bereavement and Celebrations Committee - The Planning,

Bereavement and Celebrations Committee shall be headed by a Chair, assisted by the Deputy

chair, a Secretary and four (4) other members. The Planning, Bereavement and Celebrations

Committee shall:

a. Be responsible for short and long term strategic planning based on ULAH Aim &

Objectives;

b. Responsible for working with all officials and committees in setting up a smooth

workable system for the organization’s growth and operations;

c. Mobilize the ULAH Community to celebrate members’ achievements and to support

each other during time of need;

d. Spearhead mobilization to support members in time of bereavement, sickness, and events

needing comfort in collaboration with other committees and officers;

e. Plan and implement all events and programs in collaboration with other committees;

f. Perform other functions as maybe instructed by the President, ULAH BOARD, or the

GMAM.

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Sec. 6 The Auditing & Financial Management Compliance Committee - The Auditing and

Financial Management Compliance Committee shall be headed by a Chair, assisted by the

Deputy chair, a Secretary and four (4) other members. The Committee shall:

a. Ensure that the Principles of Integrity are adhered to in all financial transactions;

b. Work with the Financial Team to set up a financial management and disbursement

system for the organization;

c. Audit all aspect of the Association’s finances including but not limited to bank accounts,

events, membership fees, and fundraising reports;

d. Update the financial management policy as needed and submit to the ULAH BOARD;

e. Recommend an independent audit if needed;

f. Monitor the organization’s account (s) to prevent all financial improprieties;

g. Conduct an annual audit of the entire Association’s finances at the end of December to be

ready for the GMAM in January;

h. Perform an audit at any time when necessary or as instructed by the ULAH BOARD or

by the President;

i. Perform audit according to generally accepted auditing procedures at all times;

j. Automatically receive the monthly ULAH bank account statement;

k. Receive or upon request an official copy of all financial reports and disbursement

approval documents from the Financial Team;

l. Ensure that the Conflict of Interest policy is adhered to at all times;

m. Perform other functions pertaining to audit and financial management compliance as

maybe instructed by the ULAH BOARD, GMAM or the President.

Sec. 7 The Council of Elders Advisory Committee – The Council of Elders Advisory

Committee shall be headed by a Chair who will be assisted by the Deputy chair, a Secretary and

at least six (6) other members or at most eight (8) other members all of whom shall be

recommended by the General Membership to the President and subsequent submission of the

listing to the ULAH BOARD for approval. The Committee shall consist of Elders, religious

leaders, and former Presidents and former Chairmen of the ULAH BOARD all of whom shall be

of good moral characters. The Council of Elders Advisory Committee shall:

a. Elect its own leadership & forward such listing to the ULAH BOARD for approval;

b. Serve as Grievance and Ethics arm of ULAH;

c. Serve as a Court within the Association;

d. Serve as guardian to all of ULAH’s functionaries;

e. Serve as advisor & mentor to officers and members of ULAH;

f. Investigate all complaints and submit such findings to the ULAH BOARD;

g. Settle disputes amongst members without submitting such positive but private outcomes

to the ULAH BOARD;

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h. With one voice, have veto power over all conflict resolution recommendations within

ULAH and the ULAH BOARD shall respect and adopt such resolutions except where the

existence, integrity, and unity of ULAH is at stake;

i. Serve as the Vetting arm of ULAH for all honorees and awards recipients;

j. None of its members shall be serving simultaneously on any other ULAH’s functionaries;

k. Perform other duties as maybe requested by the President, ULAH BOARD or the

GMAM.

Sec. 8 Committees Meetings – All constituted and Ad hoc Committees shall have a regular

meeting for the so purpose of implementing its mandates. No single individual shall run the

affairs of a committee without the inputs of all its members.

ARTICLE 10

THE INDEPENDENT ELECTIONS COMMITTEE

Sec. 1 The Independent Elections Committee - The ULAH Independent Elections Committee

(ULAH EC) shall be an independent body established to administer and enforce all plans,

guidelines, policies and laws relative to the conduct of elections within ULAH. The Committee

shall be headed by a Chair who will be assisted by the Deputy chair, a Secretary and four (4)

other members all of whom shall be recommended by the General Membership to the President

and subsequent submission of listing to the ULAH BOARD for approval and assigning of

positions on the committee.

Sec. 2 Interference in the work of the Elections Committee – No functionaries of ULAH

including the ULAH BOARD and/or the President shall interfere with the work of the Elections

Committee after its guidelines have been approved by the ULAH BOARD.

Sec. 3 Submission of Guidelines – The Elections Committee shall have written guidelines

consistent with these Bylaws to cover and conduct all elections within ULAH. Such written

guideline whether edited or not, it shall be resubmitted to the ULAH BOARD during each

elections cycle at least four months prior to the elections for approval.

Sec. 4 Compliance - The Independent Elections Committee shall comply with

recommendations from the ULAH BOARD and evaluate proposals for reconsideration from

candidates. After the final approval at least three months prior to the elections, the Elections

Committee shall not entertain any interference into the conduct of the elections until after the

elections when the newly and fully seated ULAH BOARD shall evaluate the conduct of the

elections and the performance of the Elections Committee’s members.

ULAH BYLAWS Page 24


Sec. 5 Tenure of Committee Members - Members of the Elections Committee shall serve an

unlimited tenure at the will and pleasure of the ULAH BOARD. Any Member of the Committee

seeking elected position must resign before the publication of the elections guidelines.

Sec. 6 Power and Functions – The Independent Elections Committee shall:

a. Conduct, announce and certify all ULAH elections held every three (3) years;

b. Manage the elections of the ULAH BOARD leadership;

c. Conduct Special Elections as instructed by the ULAH BOARD;

d. Set the date, time and venue of all elections during the month of October;

e. Formulate and enforce guidelines consistent with the provisions of these Bylaws and the

Elections Committee own guidelines;

f. December;

g. Certify all candidates who meet the minimum requirements laid down by provisions

within these Bylaws and the Elections Committee guidelines;

h. Reject, and if already registered, revoke the certificate of accreditation of any candidate

based on specific objectionable criteria outlined accordance with due process;

i. In consultations with candidates, the committee shall deploy elections volunteers working

directly under the direction and supervision of the Committee;

j. Maintain a registry of all qualified voters at least five days before the elections and

publish the total number of qualified voters at least two days before the elections;

k. Judge protest within 72 hours relating to elections results in which such judgement can be

appeal through the ULAH BOARD;

l. Issue citations for the appearance of candidates in connection with complaints;

m. Conduct voters education and hold a debate at least between the candidates for President;

n. Perform other duties relating to elections as maybe instructed by the ULAH BOARD.

Sec. 7 Voting – All elections shall be held by secret ballot and shall be won by a simple

majority (50% + 1) of current due paying members who cast their votes.

Sec. 8 Voter Registration and Candidates Eligibility – The Committee shall get an updated

membership roll from the membership, mobilization & Retention committee and verify with the

Financial Team on membership dues payment status. The Committee shall make sure:

a. Members are current with their monthly dues and have been a registered member of

ULAH for at least two months prior to that elections;

b. Members that are delinquent with dues payment are not allowed to contest or cast a vote;

c. Only candidates who complete the candidate registration and paid the applicable

registration fees laid out in the Elections Committee’s guidelines shall be eligible;

d. All other eligibility criteria laid out in the Elections Committee’s guidelines that were

approved by the ULAH BOARD are adhered to.

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Sec. 9 Tenure and Contested Positions - The Tenure of all elected officers of the Association

shall be three (3) years, for a maximum of two consecutive terms, for the same position. Elected

members seeking additional terms for the same position must yield for a full term before seeking

office again. Elections shall be held every three (3) years in the month of October and the

inauguration of elected officers shall take place in the month of December.

Elected Positions:

a. Six (6) elected ULAH BOARD Members;

b. President;

c. Vice President;

d. General Secretary;

e. Financial Secretary;

f. Treasurer;

g. Chaplain.

ARTICLE 11 CONFLICT OF INTEREST

Sec. 1 Purpose - The purpose of the conflict of interest policy is to protect ULAH and its tax-

exemption status. The policy is intended to supplement but not replace any applicable State and

Federal laws governing conflict of interest applicable to non-profit and charitable organizations.

It is a conflict of interest if an officer or agent of ULAH on behalf of the Association enters into

a business transaction or arrangement that might benefit the individual’s private interest.

Sec. 2 Financial Interest - A person has a financial interest if the individual has a direct or

indirect through business, investment, or family. Additionally, a financial interest exists if:

a. An ownership or investment interest in any entity with which ULAH has a transaction or

arrangement;

b. A compensation arrangement with any entity or individual with which ULAH has a

business transaction or arrangement;

c. A potential ownership or investment interest in any entity with which ULAH is

negotiating a transaction or arrangement with;

d. Financial interest also exists if one is compensated for issuing a contract. A

Compensation includes direct and indirect remuneration as well as gifts or favors that are

not insubstantial;

Sec. 3 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 fully disclose all material facts to the Administration or members of the

committees with governing powers to consider the proposed transaction or arrangement.

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Sec. 4 Conflict of Interest Determination - After disclosure of the financial interest and all

material facts, and discussion with the interested person, he/she shall leave such meeting where

the determination of a conflict of interest is discussed and voted upon. The Administration or the

committee members shall decide if a conflict of interest exists.

Sec. 5 Non-Financial Conflict of Interest - To ensure ULAH existence, and avoid the

undermining of ULAH’s principles and policies, all members vying for elected or appointed

position must first submit a signed statement affirming their loyalty to ULAH.

Sec. 6 Compensations, Gifts & Favors - No officials including members of Committees shall

accept compensations, gifts or favors from anybody that may influence his/her decision-making.

All compensations, Gifts & favors shall be reported to the Administration or the ULAH BOARD

within seven (7) business days. Failure to report such compensation, gift or favor shall constitute

grounds for disciplinary action.

Sec. 7 Violation of Conflict of Interest Policy - If the Auditing and Financial Management

compliance Committee or the ULAH BOARD or any ULAH member for that matter have

reasonable cause to believe an official and member of a Committee has failed to disclose actual

or possible conflicts of interest, the Committee, Administration or ULAH BOARD shall inform

the official of the basis for such belief and afford the individual an opportunity to explain the

alleged conflict of interest and failure to disclose.

Sec. 8 Conflict of Interest Disciplinary Actions - when, after hearing the official or agent’s

response and after making further investigation as warranted by the circumstances, and the

Association determines the official or agent has failed to disclose an actual or possible conflict of

interest including non-financial shall constitute grounds for disciplinary action including

suspension, impeachment, removal from office, disqualification, and/or expulsion.

Sec. 9 Annual Statement – All newly elected or appointed officers and members of committees

shall submit a statement which affirms such person:

a. Have received a copy of these Bylaws and other conflict of interest documents;

b. Have read and understands the policy;

c. Have agreed to comply with the policy;

d. Understands the ULAH is charitable organization and in order to maintain its Federal tax

exemption, it must be free of conflict of interest and engage primarily in activities which

accomplish one or more of its tax-exempt purposes.

Sec. 10 Periodic Review - To ensure ULAH operates in a manner consistent with its mission

and that of a charitable organization, a periodic review shall be conducted by the Auditing &

Financial Management Compliance Committee. The periodic reviews when being conducted,

ULAH may but need not use outside advisors. If outside experts are used, their use shall not

relieve the ULAH BOARD of its responsibility to enforcing the policy on conflict of Interest.

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ARTICLE 12 IMPEACHMENT AND EXPULSION

Section 1 Offenses - Officers and members may be suspended, expelled, impeached and

removed from office for one or combination of the following reasons after DUE PROCESS:

a. Undermining the existence, integrity and unity of ULAH;

b. Financial embezzlement and impropriety;

c. Using ULAH’s tax exemption/501c privileges for personal benefit;

d. Fraudulent Conduct or behavior that compromise the Association;

e. Dereliction of Duty or desertion of the Association;

f. Failure to turn over Association properties and/or records;

g. Willfully inflicting physical injury against member of the Association;

h. Non Association Felony related Crimes (ULAH BORAD members, Administrative

officers and Standing Committees Chairs ONLY);

i. No-Confidence Motion.

Sec. 2 Impeachment and Expulsion Power – The ULAH BOARD shall have impeachment

and expulsion power. However, the Council of Elders Advisory Committee must submit its

recommendations to the ULAH BOARD before any action shall be taken against any member

and officer of the Association. If the offence involves the President or Chairman of the ULAH

BOARD, he/she shall not be present or preside over the ULAH BOARD during such trial except

to make his/her case.

Sec. 3 Stalemate – when there is a stalemate on the ULAH BOARD or conflict between the

ULAH BOARD and the Administration where a decision cannot be made by the ULAH BOARD

in consistent with due process, the Chair of the Council of Elders Advisory Committee shall

preside over all special general membership meetings to resolve the issue or for the Association

to take a decision in the matter. In such meetings, the 30% general membership meeting quorum

shall be fully observed.

Sec. 4 Impeachment and Expulsion Appeal - A Special General Membership Meeting has the

power to reverse impeachment, removal, or expulsion based on a written appeal from any

member of ULAH who has been impeached, removed or expelled. Such formal appeal must be

submitted to the Secretary of the ULAH BOARD and carbon copy (CC) the Chairman, the

President and the General Secretary at least fifteen (15) business days after the action against the

member. Such Meeting shall be organized by the President as instructed by the ULAH BOARD

but it shall be presided over by the Chair of the Council of Elders Advisory Committee.

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ARTICLE 13

ACCOUNTING AND REPORTING

Sec. 1 Budget - The finances of ULAH shall be accounted for under a budget system. The

budget for the following year shall be approved by the ULAH BOARD no later than December

31st of the current year. The budget shall be prepared and submitted to the office of the President

by the Financial Secretary no later than November 1st of the current year. The President shall

then submit the budget to the ULAH BOARD no later than November 31st of the current year.

The budgetary term of the Organization shall begin on January 1st of each year and ends on

December 31st.

Sec. 2 Withdrawal Approval – all expenditures approved within the budget shall need no

additional withdrawal approval from the ULAH BOARD. The President shall formally authorize

the Treasurer or Financial Secretary to withdraw such expenditure as stated within the budget

and notification sent to all members of the ULAH BOARD. All other expenditure outside of the

budget must be approved by the ULAH BOARD.

Sec. 3 Deposit and Bank Account Signatories – all membership dues and other income of the

Association shall be deposited into the Association’s bank account (s) within seven (7) business

days of receipt. The signatories to the Association’s bank account shall be the Treasurer, the

Financial Secretary, and the Chair of the ULAH BOARD.

Sec. 4 Additional Bank Accounts – ULAH shall only have one (1) account but an escrow

accounts may be established from time to time for specific purposes with the approval of the

ULAH BOARD. The Signatories to the escrow account shall be the same as ULAH regular bank

account.

Sec. 5 Financial Report – The Financial Secretary shall submit a monthly financial report

during the membership monthly meeting and make available a yearly financial report at the

GMAM. The Financial Secretary shall also prepare and send out the income and expenditure

report of all programs held by the Association no later than fourteen (14) business days after that

program. The Treasurer shall be responsible to print or electronically send out the monthly bank

statement to the Association before and during the general membership monthly meeting. The

Treasurer shall also have a comprehensive financial report available for viewing upon request.

Sec. 6 Issuing of Loan - ULAH shall not make or give loans to any entity or individual in or

outside the Association. Any member of the Financial Team or officer of the Association caught

issuing loans shall constitute grounds for disciplinary action including impeachment, removal

from office, and/or expulsion from the Association.

ULAH BYLAWS Page 29


Sec. 7 Incurring Debt – no member and officer including the President and members of ULAH

BOARD shall incur any debt or become involved in any business transaction in the name of the

Association without the documented approval of the entire ULAH BAORD.

ARTICLE 14

LEGAL / LITIGATION

Sec. 1 Suspected Breach of the BYLAWS - All alleged claims in breach of these Bylaws or

the conduct of ULAH and its officers or functionaries shall be brought to the attention of the

ULAH BOARD or the GMAM for adjudication within one year time limit from the date of the

alleged breach. All claims of a breach of these Bylaws or that of the actions of ULAH, its

officers and functionaries not brought to the attention of the ULAH BOARD or GMAM shall be

considered void in the eyes of ULAH.

Sec. 2 Arbitration – All claims, counterclaims, disputes, controversies arising from these

Bylaws or the conduct of ULAH’s officers or functionaries, or among members of ULAH shall

first be addressed by the Council of Elders Advisory Committee. The Committee shall then

investigate and submit its findings and recommendations to the ULAH BOARD for adjudication.

The decision of the ULAH BOARD can be appealed at the GMAM. If the dispute of claims and

counterclaims is not settled within the Association then the applicable rules in these Bylaws if

any shall be examined for enforceability under the laws of the State of Texas or the United States

of America in a Court of law.

Sec. 3 Indemnification - To the full extent authorized under the laws of the State of Texas, the

United States of America, ULAH shall indemnify and hold harmless its current and former

officers or ULAH BOARD appointed agent responsible for decision taken on behalf of ULAH

against expenses actually incurred by such indemnitee in connection with the defense of any

action, suit, or proceeding in which that indemnitee is made a party by reason of being or having

been an officer or ULAH BOARD appointed agent, except in relation to matters as to which the

indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for

negligence or misconduct in the performance of a duty of ULAH. The foregoing indemnification

shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under

any of these Bylaws, agreement, and resolution of the ULAH BOARD or the GMAM.

Sec. 4 Legal Fees – ULAH shall be responsible for the legal fees of attorney or legal

representative in an event of litigation relating to lawsuit or legal representation of ULAH. The

Association shall make sure that it is reimbursed for all applicable attorneys and associated legal

fees if it is the prevailing party of a legal matter.

ULAH BYLAWS Page 30


Sec. 5 Dissolution - ULAH may only be dissolved if a proposal to the effect is passed by both

the ULAH BOARD and approved by the General Membership Annual Meeting (GMAM). In the

event that ULAH is dissolved, the assets of the Association shall be turned over to one or more

organizations with similar purposes or to one or more non-profit organizations.

Sec. 6 Execution of Documents - Unless specifically not authorized by the ULAH BOARD or

as otherwise not required by law, all contracts, deeds, conveyances, leases, promissory notes or

legal written instruments in the name of and on behalf of ULAH shall be signed by both the

President and the General Secretary and then executed by the President of ULAH pursuant to the

general authorization of the ULAH BOARD.

ARTICLE 15

AMENDMENTS

Any recommendations for amendments to these Bylaws shall be submitted in writing to the

ULAH BOARD through the offices of the ULAH BOARD Secretary and/or the General

Secretary. These recommendations shall be presented to the GMAM. After the GMAM, the

ULAH BOARD shall then set up an Ad hoc Constitutional Review Committee to look into the

recommendations and prepare the amended Bylaws. The amended Bylaws shall then be

submitted to the ULAH BOARD for discussion and voted upon. If the amended Bylaw is passed

by the ULAH BOARD, it shall be submitted to the GMAM for adoption during its next sitting.

ADOPTION OF BYLAWS

ADOPTED AND APPROVED BY THE GENERAL MEMBERSHIP OF ULAH ON THIS

___22rd

_ DAY OF _JUNE_, __2019_ IN THE CITY OF HOUSTON AND STATE OF

TEXAS.

PRESENTED BY THE AD HOC CONSTITUTION COMMITTEE

Seltue Karweaye, Sr. – Chair

Hamiton Gmah – Vice Chair

Varney Karnley – Secretary

Nelson L. Freeman - Advisor

Nejae Sarwon – Advisor

Hannah K. Karnley - Advisor

ULAH BYLAWS Page 31


Roberta P. Yawu – Advisor

Oumaru M. Kamara – Member

Joseph T. Jackson - Member

John B. Duodeh – Member

Lasana A. Kamara – Member

Myer Naklen – Member

Thomas L. Lewis - Member

Hawa E. Golakai – Member

Jackson B. Klay, Sr. – Member

Clarence Jones - Member

Abdullah Swaray – Member

Kesselly Ndorbor - Member

ABBREVIATIONS AND DEFINITIONS

ULAH – United Liberian Association of Houston

ULAH BOARD – United Liberian Association of Houston BOARD OF ADMINISTRATIORS

ULAH BOARD – Highest Decision Making Body Outside of the GMAM

GMAM – General Membership Annual Meeting

Chair – Head of ULAH BOARD or Head of Constituted Committees

President – Head and Chief Administrative Officer of ULAH

ULAH EC – ULAH Independent Elections Committee

MMRC – Membership, Mobilization and Retention Committee

~ THE END ~

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