CONSTITUTION OF RICKS INSTITUTE ALUMNI ASSOCIATION, USA, INC.
A Non-profit Corporation established under the laws of the District of Columbia, Washington DC
(D.C. Code, 1981 edition, Title 29, Chapter 5)
We, the alumni and friends of the high school named Ricks Institute in Virginia, Republic of Liberia who reside in the United States of America have come together to form ourselves in a non-profit Corporation, under the name of Ricks Institute Alumni Association, USA, Inc. [hereinafter referred to as the “Corporation”], and do hereby establish this Constitution as the governing document of the Corporation.
ARTICLE I: OBJECTIVE
- The objective of the Corporation shall be four-fold as follows:
a)Provide financial and other assistance to Ricks Institute which will enable it to
continue to provide the quality of education that it has traditionally provided;
b) Honor and express our appreciation to anyone who has made substantial
contribution toward furthering the purpose stated in objective 1(a); and
c) Get together as a group and discuss strategies for carrying out objective 1(a).
d) Raise funds in order to facilitate the implementation of objective 1(a).
ARTICLE II: ORGANIZATION
Section A – Membership
1) Membership in the Corporation shall be opened to all alumni and friends of Ricks Institute.
2) For purposes of this Constitution, the term “alumnus of Ricks Institute” shall denote any person who was a part of the student body of Ricks Institute for any period of time.
3) For purposes of this Constitution, the term “friend of Ricks Institute” shall denote any person who shares interest in pursuing the objectives of the Corporation as in Article I.
4) To become a member “in good standing”, one must meet the requirement of this section by paying an annual membership dues. A member “in good standing” is entitled to full participation in the Corporation, including the right to vote.
Section B – Organizational Structure
1) There shall be an Annual Conference that shall meet once a year, on Labor Day weekend, at a place to be voted upon during the previous Annual Conference. Each “member in good standing” shall be entitled to one vote during the Conference. Decision at the Conference shall be made by a “majority vote” of members present who are eligible to vote. The definition of “majority vote” vote is as stated in Article IV (2).
2) There shall be a Board of Directors, which shall be the policy making body of the Corporation. The Board of Directors, hereinafter called the “Board”, shall meet at least twice a year before the Annual Conference and may, at such meeting, develop and implement new programs and policies. The Board shall be made up of the following: the National Chairman, the Vice-National Chairman, the two immediate past National Chairmen, the Chairperson of Records & Correspondence, the Chairperson of Finance, the Chairperson of Legal Affairs, the Chairperson of Corporate Website, Chairperson of Scholarships and one representative from each chapter. There may also be an Advisory Board whose duties and responsibilities shall be determined by the Board.
3) There shall be various Local Chapters of the Corporation throughout the United States of America, which shall, except otherwise provided for in this Constitution, be formed and conducted according to the procedures set forth in the Corporation’s By-laws, to be enacted subsequent to this Constitution. The Local Chapters shall plan and implement programs and policies designed to aid the Corporation in achieving its objectives, although the implementation of such programs shall be subject to the approval of the Board. A “President”, who shall be elected by the eligible voting members of that Local Chapter, shall head each Local Chapter.
4) There shall be seven standing committees of the Corporation: Records and
Correspondence, Finance, Programs and Development, Audit, Legal Affairs,
Election, Religious Affairs. Additionally, the Board of Directors shall, from time to time, create ad hoc committees as the need arises. Such ad hoc committees shall exist until dissolved by the Board of Directors.
ARTICLE III: OFFICERS AND THEIR RESPONSIBILITIES
Section A – The Corporation shall have the following officers:
- National Chairman and Chairman of the Board of Directors
- Vice-National Chairman
- Chairperson of Records and Correspondence
- Chairperson of Finance
- Chairperson for Programs and Development
- Chairperson for Audit
- Chairperson of Legal Affairs
- Chairperson for Elections
- Chairperson of Religious Affairs
These officers shall all be members “in good standing”, who shall be elected by a majority vote of the membership present and eligible to vote during the Annual Conference. The National Chairman must have attended the last two (2) Conferences prior to be elected. All officers shall be elected into office for a term of two (2) years. The maximum term of office of the National Chairman and the Vice-National Chairman is two consecutive terms.
CHANGE IN TERM OF OFFICE OF THE CHAIRPERSON OF FINANCE (by amendment to the constitution at the 2006 Annual Convention held in Atlanta, GA).
These officers shall all be members “in good standing” that shall be elected by a majority vote of the membership present and eligible to vote during the Annual Conference. The National Chairman must have attended a least two (2) conventions prior to being elected to this office. All officers shall be elected to hold office for a period of two (2) years except, for the sake of continuity, the Chairperson of Finance shall be elected to hold office for a period of three (3) years.
CHANGE IN TERM OF ELIGIBILITY TO CONTEST THE OFFICE OF NATIONAL CHAIRMAN (by amendment to the constitution at the 2012 Annual Convention held in Chicago, Illinois).
In order to be eligible to stand for the office of the National Chairman, a candidate must have attended at least two (2) National Conventions in the immediate preceding five (5) years, and must have been an active member of the local chapter to which he/she belongs.
Section B – Responsibilities
1) The National Chairman shall be the Chief Executive Officer of the Corporation and shall serve as Chairman of the Board of Directors. The duties of this office shall include, but shall not be limited to:
A) Presiding over all Board meetings of the Corporation
B) Presiding over the Annual Conference of the Corporation
C) Countersigning all the Corporation’s checks in conjunction with the Chairperson of Finance prior to the disbursement of any Corporate funds.
D) Shall appoint the Chairperson of all ad-hoc committees with the advice and consent of the Board.
E) Shall make the executive decision, along with the Board, to remove and re-appoint a Standing Committee Member who does not perform his/her duties.
F) Shall impose and/or levy fines against any member that fail to comply with any provision of the Constitution and/or By-laws of the Corporation.
2) The duties of the Vice-National Chairman shall include but not be limited to:
A) Assisting and working closely with the National Chairman in carrying out the executive duties of the Corporation.
B) Performing all duties of the National Chairman in his/her absence or in case of any situation of incapacitation.
3) The duties of the Chairperson of Records and Correspondence shall be:
A) To preside over the Records and Correspondence Committee
B) The custodian of all official records of the Corporation
C) To keep all Corporation document in a confidential manner
D) To Keep and distribute all official records of the Corporation proceedings, including agendas and minutes.
E) Responsible for keeping records of attendance at all Board meetings
F) To coordinate all official correspondences of the Corporation
G) To implement mechanisms for obtaining and retaining minutes of all Local Chapter meetings, as well as all meetings of the various Standing Committees either by having Records and Correspondences Committee liaisons on these committees, or by making other arrangements with the respective leaderships of the committees.
H) Responsible for ensuring a continuous update of all alumni membership contact data.
4) The duties of the Chairperson of Finance shall be the “Chief Financial Officer of the Corporation” and shall:
A) Preside over all Finance Committees. This committee shall be responsible for the receipt, tracking and disbursement of all funds and/or solicitations, including funds raised by the Local Chapters.
B) Ensure that all funds of the Corporation are deposited in a bank account bearing only the Corporation’s name. Under no circumstances should the Chairperson of Finance co-mingle the Corporation’s funds with his/her personal funds.
C) Countersign, along with the National Chairman, all checks issued by the Corporation on the corporate account.
D) Prepare and present to the Annual Conference a report showing all receipts and disbursements of the past year and all potential receipts and disbursements for the coming year.
E) Shall periodically make available reports to members of the Corporation clearly setting forth the financial status of the Corporation.
F) Chair all investment committees and appropriately invest the funds of the Corporation to obtain at least a market profit consistent with the decision of the investment committee.
5) The duties of the Chairperson for Programs and Development shall be to:
A) Preside over the Programs and Development Committee. This committee shall be responsible for developing, organizing and implementing activities, projects and programs to aid the Corporation in achieving its objectives
B) Work closely with the National Chairman by providing continuous information obtained from the above duty (5a)
C) Work closely with the other Standing Committees and Local Chapter Presidents to coordinating activities for their regions that are separate from general Corporation activities.
6) The duties of the Chairperson for Audits shall:
A) Be responsible for conducting financial, timeline, compliance and other audits of the Corporation and
B) To submit reports of such audits to the Annual Conference.
7) The duties of the Chairperson of Legal Affairs shall be:
A) To function as the Chief Legal Officer of the Corporation
B) Responsible for maintaining the Incorporation Status and 501(C) 3 status of the Corporation.
C) Responsible for advice regarding interpreting and enforcing the Constitution and By-laws of the Corporation.
D) Review all Election processes and maintain its compliance
E) Appropriately review all legal issues facing the Corporation and obtain legal assistance and/or advice when necessary
F) Provide routine updates of Incorporation and non-profit changes that may affect the Corporation.
G) Preside over all votes at the Annual Conference for compliance.
8) The duties of the Chairperson for Elections shall be to:
A) Organize and preside over all general elections of the Corporation
B) Organize and continuously review Election guidelines
C) Make appropriate and timely announcements regarding upcoming elections to include the offices to be filled and the assigned duties.
D) Review requirements for eligibility of candidates for various electoral positions.
9) The duties of the Chairperson of Religious Affairs shall be to:
A) Lead all assembly of the Corporation in appropriate religious practices
B) Establish Religious guidelines. Such guidelines shall define the religious outreach to all Corporations’ members during times of births, deaths, or ailments.
C) Ensure that the Local Chapters have the requisite mechanisms in place to implement religious practices during their regional assemblies.
D) Facilitate religious growth of individual members of the Corporation; as well as to ensure that the Corporation remains committed to those religious values emphasized at Ricks Institute, our Alma Mater.
ARTICLE IV: VACANCIES AND REMOVAL FROM OFFICE
Section A – Vacancies
1) A vacancy shall be deemed to occur when the occupant of any office provided for in this Constitution resigns or is removed from office or becomes incapable of carrying out the function(s) of the office
2) In the event of a vacancy, the Board shall appoint someone to fill that vacancy. This appointee shall serve for the remaining duration of the term of that office.
3) The Board may also take any other measures deemed appropriate where there is a vacancy.
Section B – Removal From Office
1) Any person holding office under this Constitution, including those appointed to the various ad-hoc Committees, may be removed from office upon notice, after a hearing, and for cause, by a two-thirds vote of the Board. The Board shall be the sole judge of cause, and its decision shall be final.
ARTICLE V: PROCEDURES AND REQUIREMENTS FOR AMENDING
1) A petition presented by any member of the Corporation during the Annual Conference may propose amendments to this Constitution. Such a petition must be supported by ten percent (10%) of the voting members present at the Annual Conference during which the amendment is proposed.
2) All proposed amendments meeting the requirements of (Article IV section (1) shall be passed upon two-thirds vote of all eligible voting members at the Annual Conference during which the petition was proposed.
ARTICLE VI: ENABLING ACT
This Constitution shall take effect upon approval by two-thirds of the eligible voting members present at the Annual Conference of the Corporation.