THE CONSTITUTION
OF KEREWAN U.S. ASSOCIATION (KUSA)
PREAMBLE
We, the members of the Kerewan U.S. Association (the Association), residing in the United States of America and the Diaspora have recognized the need to unite by coming together to pool our resources, skills and talents for the purpose of significantly contributing to the overall development of Baddibou Kerewan and its environs so as to advance the well-being of its people.
We further recognize that, as descendants and well-wishers of Kerewan that we share a common heritage that imposes on us a sacred duty to complement the efforts of the Gambia Government and the Kerewan Area Council by organizing ourselves and mobilizing resources so that we can significantly empower the people of Kerewan with new opportunities for development as a direct response to decades of development paucity and neglect.
We commit ourselves to being advocates for the advancement of Kerewan and its environs and being agents of change for a Kerewan that is prosperous, advanced and worthy of its status as the Administrative Headquarters of the North Bank Region.
We hereby strongly reaffirm that our actions, initiatives and interventions will always be guided by the dictates of the law of the land and the Constitution of the Association in supporting the development interests of Kerewan and the well-being of the members.
Now, in recognition of the foregoing, we, the members of the Kerewan Diaspora, deeply concerned about the inadequate development of Kerewan, but encouraged by the nobility of our cause and an abiding faith in our individual and collective abilities to make a difference, have decided to come together to establish a charitable body called the Kerewan U.S. Association with the acronym (KUSA).
This Association will bring together members from all works of life on a common platform to primarily discuss issues pertaining to the development of Kerewan and its environs. The association shall operate through a needs based programming approach that is highly inclusive and free from partisan politics. The association is registered as a 501(c) (3) non-profit under the US Internal Revenue Code and its operations shall be governed by U.S. law, this Constitution and other legal instruments duly adopted by the General Body.
Article 1: GOAL
To build a united and vibrant association in the United States of America that will support and contribute to the sociology-economic development of Kerewan and its environs as well as promote the communal welfare of its members in fulfillment of the aims and objectives set out in this constitution.
ARTICLE 1.2: NAME AND WEBSITE
The name of the association shall be Kerewan U.S. Association (KUSA) and shall enjoy a distinct legal personality that can enter into contracts. It has the power to sue or be sued. The Association shall also maintain a website of its own.
ARTICLE 1.3: ADDRESS AND LETTERHEAD
The address of the association and its Headquarters shall be located in Atlanta, GA. The address, logo, motto shall be depicted on the official letterhead of the Association.
ARTICLE 1.4: MOTTO
The motto of the association shall be “Forever responsive to the needs of our beloved Kerewan”.
ARTICLE 1.5: LOGO
The logo of the association shall be a rendition of the First House of Kerewan and the Historic Tree of BaKessekoi that served as the original meeting venue of the Founder and the people of Kerewan with The Gambia national flag and the American flag flanked on both sides. The Logo and Letterhead are the properties of KUSA. Therefore, no person or entities should use the aforementioned properties without the authorization of KUSA Executive; doing so would be illegal and may be liable to prosecution.
ARTICLE 2.1: VISION
We aspire to be a strong, dynamic and proactive association that is always at the forefront of the development of Kerewan and its environs; an association that plays a catalytic role in advancing the well-being of our people by presenting them with new opportunities and innovative approaches; an association that is people-centered at its core.
ARTICLE 2.2 MISSION
KUSA is a non-profit association that brings together people with strong affiliations with Baddibou Kerewan (The Gambia) who have selflessly tasked themselves to mobilize resources with the primary aim of supporting its overall development. KUSA aspires to be a common platform and voice for its members and empower them to assume leadership by voluntarily contributing to worthy causes that create opportunities for others who are less fortunate. KUSA intends to undertake development-oriented activities through capacity building, partnerships and advocacy in order to achieve its objective of enabling people to contribute to community and national development.
ARTICLE 3: AIMS AND OBJECTIVES
The aims and objectives of the organization shall be:
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To mobilize resources from its membership contributions and through other legitimate means, activities, instruments or sources of funding with the aim of contributing to the development of Kerewan;
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To organize and unite all its members in the United States and the Diaspora under one common platform in the service of the Association;
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To foster cooperation with other diaspora Kerewan-centered groups, partners, civil society organizations within and outside of the United States. This includes local, county, state and national authorities or governments.
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To collaborate with Kerewan-based entities and individuals for the successful design and implementation of projects and initiatives undertaken by the association;
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To promote the spirit of camaraderie among ourselves, inculcate good cultural values for the overall development of our children and young people as upcoming members of the association;
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To encourage and promote the participation of people who hail from, or have some association with, or affiliation to Kerewan as members;
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To mainstream gender in all our programming and activities;
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To serve as a forum to discuss issues regarding relevant matters which affect the lives of its members in the United States and beyond.
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ARTICLE 4: MEANS TO ACHIEVE THE AIMS AND OBJECTIVES
The Association may use the ways and means outlined below to achieve its aims and objectives:
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Develop and implement program strategies
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Develop and implement relevant systems, policies and procedures
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Work with partners and other stakeholders
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Raise funds from various sources such as membership contribution, grants, etc.
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Recruit and remunerate/pay human resources
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Acquire the necessary tools and infrastructure e.g. capital resources, IT and communication facilities
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Develop short, medium and long term resource mobilization and programmatic strategies for the association
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Accept lawful contributions from any persons, entities or corporations provided that the principles, values and integrity of the association will not be at stake.
ARTICLE 5: USE OF INCOME AND ASSETS
The income and assets of the association shall primarily be used to:
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Promote the work of the association
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Acquire the necessary infrastructure
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Hire and remunerate human resources
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Finance statutory requirements or activities e.g. auditing, social security and any other levies
ARTICLE 6: MEMBERSHIP
Membership of the organization shall be open to all Gambians residing in the United States or in the Diaspora with a recognizable relationship with Baddibou Kerewan. The qualifications outlined below shall govern membership of the Association.
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Any person who is qualified for membership must:
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Be a Gambian and registers with the Association.
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Accept the constitution of the association and agree to abide by it
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Be willing to volunteer his time/service.
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Believe in the values of communal empowerment.
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All Members shall annually subscribe $100 as their contribution or any agreed amount as may be determined by the General Body. All members shall ensure that their subscriptions are fully paid in the year within which it falls due.
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Membership begins January 1st of each year and new members are obligated to pay starting the year of their membership.
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TYPES OF MEMBERSHIP:
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ACTIVE MEMBERS:
These are persons who are willing to work regularly for the association in any capacity and shall have voting rights. They are obliged to pay subscriptions. Article 6.1 shall apply to this type of membership.
The Association may also confer membership on individuals or entities as prescribed below:
2. ASSOCIATED MEMBERS:
Those institutions and persons who wish to be associated with or be supportive of the work of the association, materially or financially, as may be deemed fit by the executive council. Such members do not have voting rights and are not required to pay any subscription.
3. HONORARY MEMBERS:
Those persons who have been designated as such by the executive council, due to their proven support and service to the association or their commitment to the development of Kerewan. Such members do not have voting rights and are not required to pay any subscription.
Article 7: LOSS OF MEMBERSHIP
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Any person can resign his/her membership by formally notifying the executive council through the proper structures.
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The executive council with 2/3 majority of members can expel any active member for a deplorable cause or for bringing the association into disrepute.
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Any member so expelled shall have the right to appeal to the Executive Council for redress.
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Associate membership shall expire after one year, but may be renewed by the Executive Council.
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Honorary membership can only be abrogated by the General Body, on the recommendation of the Executive Council. Appropriate sanctions may be taken if the person so concerned acts/ behaves in a manner that contravenes the principles and ideals of the organization or morally offends or degrades the work of the association.
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Any member who resigns or loses membership shall surrender his/her membership card and any other belongings of the association in his/her possession.
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Any person who fails to pay his/her membership subscription arrears beyond two calls of the agreed subscription shall forfeit his/her membership.
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In the event of the forfeiture/loss of membership, the aggrieved person shall not be entitled to claim previous payments. In order words, membership contributions are non-refundable in event of separation with the association either willingly or by an act of the general assembly.
ARTICLE 8: ORGANS/STRUCTURE
The Organization shall be composed of:
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The General Body (GB)
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The Executive Council (EC)
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The Sub Committees
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Council of Elders
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Appointed Advisers
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KUSA-Kerewan Coordinator/Liaison
ARTICLE 9: THE GENERAL BODY (membership)
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There shall be a general body of the association which shall be the highest decision making body.
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The President who shall be the Administrative head of the Executive Council shall convene the General body meetings.
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The General Body meetings shall take place at such time and place as shall be determined by this constitution or the Executive Council.
ARTICLE 10: Eligible Members with Voting Rights:
1. All members of the executive council
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Any registered active member
ARTICLE 11: Invited Observers:
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Representatives of other entities/associations affiliated with the association may be invited to participate in its meetings or activities.
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Any special guest and other observers invited by the executive council upon approval by the General Body.
ARTICLE 12: POWERS OF THE GENERAL BODY
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They shall serve as the highest governance body of the association
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They shall review the draft and endorse the constitution and amendments
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Endorse long term policies and strategic direction of the association
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They can elect executive council members who may serve for a maximum of consecutive two terms of two years each.
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They shall have the right to pass a vote of no confidence on any member(s) of the executive council found wanting or not performing to expectations.
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They can also pass a resolution to dissolve the association.
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Power to hold general meetings (mandatory and extra-ordinary)
ARTICLE 12.1: FUNCTIONS OF THE GENERAL BODY:
It shall:
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Elect/select the members of the executive council which shall be responsible for the running of the affairs of the association.
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Adopt the agenda proposed by the EC
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Consider and adopt the general and financial reports to be presented by the Secretary of The EC and the Treasurer, respectively.
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Consider and approve the program of activities, policy guidelines and the budget submitted by the executive council for the ensuing year.
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Consider and approve proposals by the executive council in such matter as, the creation of new organs.
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Consider proposals for amendment of this constitution and resolutions submitted by the executive council.
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Pass resolutions relating to issues under discussion, as may be tabled and supported by not less than two-third of the voting members.
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Discuss any other issue relevant to the effective functioning of the association.
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The general body shall have the authority to delegate its functions and powers in part or in full to the executive council
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Shall have the power to expel any member who violates the constitution as enshrined in Article 7.
ARTICLE 13: Extraordinary Meetings
The EC may call a special general meeting as may be deemed necessary or due to the exigencies of any situation that require the immediate attention of the association. This requires an affirmative concurrence of two-third of the membership present.
Such extraordinary meetings shall:
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Be held at such place and time as may be determined by the executive council.
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Have the same deliberative powers and competence as the regular general body meetings.
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Only discuss the agenda specified by the executive council for deliberations.
ARTICLE 14: THE EXECUTIVE COUNCIL
The Executive Council shall be composed of:
1. The President
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The Vice President
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The Secretary
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The Assistant Secretary
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The Treasurer
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The Assistant Treasurer
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The Public Relations Officer
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The Auditor
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The Assistant Auditor
ARTICLE 15: Eligibility/Criteria for an Executive Council members:
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Any person with suitable technical and professional background
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Any person with exemplary character and integrity with good track records
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They shall be committed to work on a voluntary basis
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They shall declare any conflict of interest
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They shall subscribe to the constitution and policies governing the association
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They shall be apolitical.
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Someone who shall not be in conflict with the law
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They shall be active members in good standing and are committed to the realization of the aims and objectives of the association.
ARTICLE 15.2: Powers of the Executive Council
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Powers of the Executive Council shall include making policies for the association
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Appoint independent auditors to audit the association
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Propose amendment(s) to the constitution
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Power to review and approve detail strategies, plans and budgets
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Safeguard the legal base and integrity of the association
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Propose to the general assembly for dismissal of any member who are found wanting or not performing their duties as required from them.
ARTICLE 15.3 Duties and Responsibilities of the Executive Council
The Executive Council shall:
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Prepare for the adoption by the General Body the agenda and programmes.
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Consider any resolution for the amendment of this constitution and proposal for any modification to the structure of the association or any of its organs.
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Advice the general body regarding such matters as: to the creation of new organs, admission of members and affiliation with other entities, organizations or persons.
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Present policy guidelines, program of activities and budget for the ensuing year for the consideration and approval of the general body.
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Appoint independent auditor(s) to audit the accounts of the association for presentation to the General Body.
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Make regulations to govern the affairs of the association
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Monitor the activities of the organization
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Fill in any vacant position in an acting capacity.
ARTICLE 16: THE PRESIDENT
The President shall be the highest personality of the association and shall be responsible for ensuring that its aims and objectives are pursued and its functions, program and decisions are executed as expected.
ARTICLE 16.1: THE PRESIDENT shall:
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Serve as the Chief Executive Officer of the Association and preside over its day to day activities with the support of the Executive Council. The President shall convene the Executive Council, as and when necessary, to discharge the business of the Association.
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He shall be guided by this constitution and the decisions of the Association.
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Delegate some of his or her duties to the Vice President or any other member of the executive council.
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Shall be the custodian of the social media platform (Facebook, WhatsApp, Twitter, etc.). In other words, he shall advise on the proper use of the social media in conformity to this constitution and our common culture and values.
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Be the principal representative of the organization and shall receive all legal correspondence addressed to the association.
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Be a signatory to the account (s) of the association.
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Bring any matter concerning the administration of the association to the attention of the Executive Council or the General Body for a decision.
ARTICLE 16.2: VACANCY IN THE OFFICE OF THE PRESIDENT
In the event of a vacancy in the Office of the President, the Vice-President shall assume his or her roles before a new President is elected. In the interim, the executive council shall call for the Vice-President to serve as acting President and The Executive Council shall thereafter provide for the election of a new President who shall be elected no later than 90 days of the vacancy at a General Body meeting.
ARTICLE 17: THE VICE PRESIDENT
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The Vice President shall be the principal assistants to the President.
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The roles and responsibilities of the Vice President shall be the same as those of the President.
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The Vice President shall directly be responsible of the general governance issues of designated subcommittees.
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They shall assume any function delegated by the President
ARTICLE 18: THE SECRETARY
1. He/she shall oversee and supervise the activities of the administration.
2. He/ she shall take minutes of all proceeding of the association..
3. He / she shall draw the agenda for meetings in consultation with the President.
4. He/ she shall delegate part of his/ her responsibilities to the Assistant Secretary.
5. He/ she shall be responsible for all incoming and outgoing mails.
6. He/she shall be a signatory to the account(s) of the association.
7. The Secretary may delegate part of his/her responsibilities to the Assistant Secretary and the Assistant Secretary shall assume all powers of the Secretary should there exist a vacancy.
8. He/ she shall execute any duty assigned to him/her by the president under the scope of the association.
ARTICLE 19: THE TREASURER shall:
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Record all financial transactions and shall report to the executive council at council meetings.
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Receive and disburse funds in line with this constitution and relevant decisions of the association and in consultation with the President.
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Be a signatory to all accounts and coordinate all accounting functions of the association.
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Shall present annual and periodic financial reports to the General Assembly and the executive council.
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Advice the executive council on financial management and policy matters
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The Treasurer may delegate part of his responsibilities to the Assistant Treasurer who shall assume all powers and functions of the Treasurer should there exist a vacancy.
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Assume any function delegated by the President.
ARTICLE 20: THE PUBLIC RELATIONS OFFICER
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Shall be the primary spokesperson of the Association in consultation with the President.
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Shall be responsible for the promotion of the Association’s program and objectives with members and the public in general.
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Shall be responsible for maintaining the Association’s website, Newsletters, and other communication instruments that include but not limited to social media outlets (Facebook, Twitter, WhatsApp), in consultation with the President who is the primary custodian of all policies pertaining to social media platform usage. The contents of the website and social media outlets and their administrative tools shall be the property of the Association.
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Shall carry out other duties and activities under the general supervision of the President.
ARTICLE 21: THE AUDITOR
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Shall be responsible for all internal audits of the finances, assets and other resources of the association. The auditor may issue recommendations and reports on all audits.
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Shall coordinate with external auditors for verification of facts and resources should the need arise.
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In carrying out his/her functions, the auditor shall be assisted by an assistant.
ARTICLE 22: OATH OF OFFICE
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Any member elected to office shall take the oath of office within 30 days and shall keep secrecy of the association.
ARTICLE 23: ELECTIONS
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The General Assembly shall establish an independent electoral committee that shall organize and oversee elections to all executive council offices and shall be no more than a five-member panel. The Committee shall be headed by a Chairperson. This committee shall draft the standing orders of the election(s). To ensure impartiality their rights to vote will be forfeited upon selection/election as members.
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Only those with up-to-date active member status shall have the right to vote.
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All elections shall be done through a secret ballot.
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The President, the Vice President, Secretary, the Treasurer, the Auditor, the Public Relations Officer and their Assistants shall all be residing in the U.S. The election committee shall ensure that all executive members are living in one of the fifty states of the United States.
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All elections shall be determined by a simple majority. Should there exist a tie between contestants the chairperson of the electoral committee shall break the tie with a coin toss.
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The term limit for all elected position(s) shall be two years and officeholders may seek immediate re-election. No member of the executive council shall hold the same office for more than two consecutive terms. They have the right to seek other executive positions. The term limit shall be 2 (two) years.
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The election of a new executive council shall be held no more than 60 days from the date of the expiry preceding executive council.
ARTICLE 24: SUB-COMMITTEES
Sub-committees may be established, as and when necessary, to facilitate the work of the association. All subcommittees shall be assigned specific responsibilities or tasks to accomplish, under the supervision of executive council. A sub-committee shall be headed by a chairperson who shall report on its activities to the association.
ARTICLE 25: THE SECRETARIAT
There shall be a Secretariat of the association to be located in Atlanta, GA.
21.1: FUNCTIONS OF THE SECRETARIAT
The functions of the Secretariat, under the general supervision of the President and the Secretary shall be;
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To carry out the day to day management of association and to
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To implement the program of activities as adopted by the association
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To develop short, medium and long term resource mobilization strategies for the association
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To provide timely reports to the Executive Council, the general body and donors.
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To prepare and implement plans and budgets (e.g. the annual plan or medium and long term plans).
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To enter into contracts on behalf of the association in consultation with and under the direction of the President.
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To take all necessary administrative measures for the efficient functioning of the association.
ARTICLE 26: THE ADVISERS
The Executive Council, in consultation with the General Body, shall propose members who may serve as advisers to the Association on the discharge of its functions. The advisers shall not serve as members of the Executive Council. The rules of tenure that apply to the Executive Council members shall also apply to them, as appropriate.
ARTICLE 27: THE COUNCIL OF ELDERS (ELDERS)
There shall be a Council of Elders (Elders) whose membership shall be proposed by the President in consultation with the Executive Council. The elders of the association shall advise on matters of strategic importance and share their experience with the President. One of the identified elders shall serve as the Chairperson of the Council of Elders.
ARTICLE 28: KUSA-Kerewan Coordinator/Liaison Officer
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The Association shall designate a KUSA-Kerewan Coordinator/Liaison Officer who shall be answerable to the Executive Council and be resident in The Gambia. He/she shall maintain a smooth working relationship with the President and the Executive Council.
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Any person so selected to this position shall be endorsed by the General Body and is considered an active member who serves in a voluntary capacity. He/she shall be exempt or not from paying the annual subscription. He/she may be reimbursed for expenses incurred while conducting the business of the Association.
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The KUSA-Kerewan Coordinator/Liaison Officer shall be responsible for coordinating and overseeing all program, projects and activities of KUSA initiated in Kerewan and its environs. He/she may be replaced for non-performance or conduct that is inimical to the work of the Association.
ARTICLE 29: USE OF ASSETS AND RESOURCES
All assets and resources shall be directed toward the implementation of the program and activities of the association.
ARTICLE 30: MEANS OF FUNDING
The means of funding for the activities and program shall be through the following:
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Subscriptions of members
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Sale of assets through a special task force set up by the executive council
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Special fundraising events or activities
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Grants and gifts
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Donations of well-wishers and associates
ARTICLE 31: ACCOUNTS AND AUDITS
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All record books and accounts shall be kept accurate and up-to-date
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There shall be an annual accounts and audit exercise on the activities of the association with separate reports on the outcomes.
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The Treasurer shall prepare and present the income, expenditure and the overall balance sheet of the association periodically (monthly updates and annually) to the General Body.
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The annual audit shall be done by an external auditing entity/qualified person.
MEETING PROCEDURES
ARTICLE 32: Notice of Meetings
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All regular meetings of the association shall be summoned by the President through the Public Relations Officer/Secretary or by an affirmative decision of two thirds (2/3) of the members or any structure created and empowered to do so by the Constitution. Meetings shall be officially summoned at least two weeks in advance except in the case of emergencies.
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The General Body meetings shall be held on the last Saturday of the month, while the Executive Council shall meet at any time they deem it necessary.
ARTICLE 33: Agenda
The agenda of every meeting shall be communicated to all members, including the date, time and venue.
ARTICLE 34: Quorum
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Any quorum of this association shall be 2/3 of its members unless otherwise specified.
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Any meeting adjourned for lack of quorum shall not observe the above provision for the conduct of a subsequent meeting called to deal with the aborted agenda of the adjourned meeting.
ARTICLE 35: Chairing of Meetings
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All meetings shall be chaired by the President of the executive council
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The Vice President shall chair meetings in the absence of the President
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Any other person may be assigned to chair meetings as prescribed under this constitution.
ARTICLE 36: Minutes of the Meetings
Minutes of each meeting shall be prepared and circulated one week after the meeting to all members by the Secretary General or designated through a medium agreed by the executive Council.
ARTICLE 37: Resolutions
Any resolution passed with a quorum shall be respected, binding and implemented by all to the later.
ARTICLE 38: CODE OF CONDUCT AND DISCIPLINE
There shall be a code of conduct and discipline for the Association. This shall be prepared by the Executive Council and be approved by the General Body. An internal regulation shall clarify all matters regarding staff and personnel.
ARTICLE 39: STRATEGY DEVELOPMENT
The Executive Council shall have the mandate to develop strategies to facilitate the achievement of the goals of the association, including, in the areas outlined below:
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Development of a strategic plan
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Develop strategies for operations including policies and guidelines etc.
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Partnership and networking
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Acquisition of a physical structure
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Human and Capital resources
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Program implementation
ARTICLE 40: INTERPRETATIONS AND DEFINITIONS
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The interpretation of phrases, terms and words used in this constitution shall be construed in manner that support the aims of the Association and/or based on the letter and spirit of this constitution.
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Interpretation shall also be subject to the meanings as defined in the statutes.
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In case of a dispute or disagreement among members the final interpretation of this constitution lies on the executive council.
ARTICLE 41: AMENDMENTS
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The General Body may amend any provision of this constitution.
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The notice of a motion for amendment shall be submitted to the executive council at least (30) days before the sitting of General Body.
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Resolutions for amendments shall be discussed at the executive council level and shall receive the affirmative vote of at least 2/3 of the membership present before presentation to the General Body.
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Resolutions for amendment shall not take effect unless they have been debated by the General Body and have received an affirmation of at least two-third (2/3) of the voting members present at the meeting.
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Amendments shall come into effect after (30) days of the decision being made by the General Body.
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The amendments shall be communicated to all members and concerned stakeholders by the Secretary to executive council
ARTICLE 42: ADDENDA
In the event that the constitution is silent or does not adequately address a matter relevant to the work of the association an addendum or an amendment may be proposed by the Executive Council for adoption by the General Body.
ARTICLE 43: DISSOLUTION
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The association can only be dissolved by the General Body after receiving the affirmation of two-thirds of its general membership.
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The association shall settle all its liabilities before final dissolution
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In a situation where surplus funds and other resources exist, after a decision to dissolve the association is made, it/they shall be donated to a humanitarian or charitable organization chosen by the General Body.
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Upon dissolution, the documents or archives of the association shall be taken to an appropriate archive or dealt with in a manner prescribed by US law and, copied to the national archive of The Gambia.
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The dissolution shall come into effect ninety (90) days after the meeting of the General Body where such a decision was made. The dissolution shall be communicated to all members, concerned parties and stakeholders by the Secretary of the association.
ARTICLE 43: ENTRY INTO FORCE
This constitution is duly adopted by the General Body through a simple majority and deemed to have entered into force as of the---- day of December 2017.
Signatures:
President:..................................... Date:...............................
Secretary:..................................... Date:...............................