The Constitution / By-Laws of
The United African Congress

A New York Non-Profit Organization

Preamble

Whereas the founding members comprising various indigenes from the continent of Africa residing in New York City, met in New York City, United States of America, out of a dire need to build the capacity of continental Africans in these United States, on March 8th, 1998 and reached a consensus to form an association to represent the interest of continental Africans residing in the Americas – hence, the birth of the UNITED AFRICAN CONGRESS (UAC) as the Pan-African Umbrella organization representing 3.5 million Continental Africans residing in the United States of America and handed down this constitution to guide and regulate the affairs of the association.  UAC shall conduct its affairs in accordance with the laws of the United States of America.

Article 1

Name of the Corporation

The name of this corporation is UNITED AFRICAN CONGRESS, INC., hereinafter referred to as “UAC”.

Article 2

Purpose of the Corporation

1. The purposes for which this corporation is organized are charitable, educational, scientific, cultural, and specifically as follows:

   1. To unify continental African in the Americas.

   2. To preserve and promote the image, heritage and culture of the continent of Africa.

   3. To promote African affairs in the Americas.

   4. To alleviate the cultural and social difficulties encountered by continental Africans and to facilitate their settlement as law-abiding people.

   5. To promote democracy and good governance in Africa and lend support to all legitimate causes that would benefit Africa.

   6. To engage in any lawful activities for the purpose of raising fund for the association in order to achieve its stated objectives.

   7. To promote the Unification of Africa in the United States and around the world by enlisting the African diaspora communities, including friends and supporters of goodwill through education and meaningful collaboration and partnership in accomplishing our goals.

   8. To build the capacity of continental Africans residing in the United States in the areas of employment, entrepreneurship/economic development, civic engagement and positive race relations between continental Africans and their host neighbors throughout the United States, friends and people of goodwill around the world.

   9. To partner with like-minded organizations to advance the causes of Africans in the continent of Africa and the diaspora.

   10. To encourage and promote the safety and prosperity of our youths and members through awareness of domestic and global issues in a non-partisan manner.

   11. To serve as a world-wide resource center for people, businesses and communities wishing to invest and promote trade and opportunities on the continent of Africa and the AU designated regions.

Article 3

Stock

1. The corporation shall not hold any capital stock.

2. Notwithstanding the provision of Article 3(1) herein, UAC shall have the power to invest any part of its asset(s) or funds in any stock exchange market.

Article 4

Membership

1. Membership shall be open to all continental Africans who are 18 yrs old and above and their immediate families as well as other classes specified herein.

2. For purposes of membership “continental Africans” means persons who are Africans by birth and have migrated to the Americas.

3. For purposes of membership “immediate families” of continental Africans means their spouses and children.

4. Any person who desires to be a member of UAC must satisfy the criteria established by the UAC Membership Committee responsible for admission as follows:

   1. That he or she subscribes to the purposes and interest of UAC and will strive to uphold the philosophy, goals and objectives of UAC.

   2. That he or she is responsible, honest and law-abiding.

   3. That he or she is not at the time of his or her application for membership and during the time of such membership will not be involved or engaged in any form of criminal or illegal activity (such as the use, possession, trafficking of illegal or dangerous drugs, fraud, stealing, robbery, vandalism, counterfeiting, arson, other kinds of violence or crimes, etc.)

   4. That he or she will be loyal to the association and will maintain its confidentiality.

5. Upon satisfying the Committee responsible for admission of the requirements in Article 4(4) herein, the intended applicant shall complete an application form and pay the prescribed fee.

6. All applicants shall submit for verification of any information supplied, including fingerprinting by a reputable law enforcement agency in the United States.

7. Categories of membership shall include:

   1. – Founding members
      – Full members
      – Student members
      – Associate members
      – Lifetime members
      – Corporate members
      – Honorary members
      – Trustees

   2. For purposes of membership, their elected representatives shall represent student’s members in UAC.

   3. For purposes of membership, Africans from the Diaspora and any other individual may apply or be invited to become an associate member of UAC.

   4. Corporate members shall constitute a person, group of persons and/or association of persons, who share and subscribe to the purpose, views and interest of Africa and/or are doing business in Africa or are considered friends of Africa by virtue of their special interest for the well being of the continent of Africa and its people.

   5. A member of the Executive Council or officers of UAC shall not be qualified to be a lifetime member while he/she holds such office.  However, a retired Executive Committee member of the UAC can be grandfathered in as a Lifetime member. Lifetime members shall be encouraged to attend meetings irrespective of where they are or which public office they hold.  Such attendance could be done via electronic communication.

   6. Honorary membership is limited to African countries or individuals who believe in the objectives, purpose and philosophy of UAC and pays the dues prescribed in Article 5 herein for that purpose.

8. Privileges (or benefits) of membership:

   1. UAC may refer or facilitate the provision of social and medical services to its members

   2. Social services include but are not limited to the following:
      –  Medical insurance coverage
      –  Life insurance coverage
      –  Legal assistance
      –  Education assistance
      –  Job placement assistance
      –  Immigration counseling
      –  Special assistance to their immediate family members of a UAC member in the event of loss occasioned by death, fire, flood and other similar disasters.
      – facilitating meetings between members and respective public and private sector agencies based upon documented need.

9. A member may be expelled or suspended on any of the following grounds:

   1. Any act/conduct which brings UAC into disrepute or tarnishes the name and/or image of UAC and/or Africa.

   2. Dishonesty towards the UAC or in the management of the affairs of UAC.

   3. Representing UAC under false pretenses to any person, body, authority, institution, government or government agent.

   4. Conducting oneself in a disorderly or abusive manner during a general/executive meeting or any event/activity sponsored by the UAC.

   5. Plotting to create strife, discord or disharmony among members of UAC.

   6. Upon conviction of any criminal offense amounting to a felony.

   7. If it comes to the knowledge of the board of directors that a member is engaged in criminal conduct or activity.

   8. Unauthorized use of United African Congress’s contacts or resources.

10. The power to exclude or suspend any member on the above listed grounds shall lie with the Board of Directors upon the recommendation of the disciplinary committee.

11. In the exercise of its power to implement disciplinary action, the Board of Directors or president in the case of an employee may vary the recommendation of the disciplinary committee.

Article 5

Fees and Due

1. Every member shall pay a one-time registration fee, and shall pay dues annually to UAC.

2. The amount of fees for members shall be as follows:

CATEGORY REGISTRATION FEES ANNUAL DUES

• Foundation members $50 $150 a year / $10 a month
• Full members $50 $60 a year / $5 a month
• Student members $20 $30 a year / $2.50 a month
• Associate members $40 $90 a year / $7.50 a month
• Corporate $1,000 Can make donations
• Honorary $2,500 Can make donations
• Trustee $1,000 $120 a year / $10 a month

Organizational membership ______ Subject to be approved by

the UAC Board through an

MOU

1. All annual dues must be paid by December 31st of each year.  Any member who is delinquent on his financial obligations to the UAC for thirty (30) days shall be notified of such delinquency in writing, and shall lose all membership privileges if the delinquency continues for three (3) months.

2. The board of directors/executive council shall, in its discretion and in accordance with the level of assistance or contribution given to UAC, designate categories of corporate membership.

Article 6

Right to Vote and Hold Elected Office

1. Subject to the exception in Article 6(2) herein, every member shall have one (1) vote in the election of any officer or any issue to be resolved at any meeting.  Any association or organization represented shall have one vote in any election or issue to be resolved.

2. Associate, honorary and corporate members shall have no votes.

3. Every member with a right to vote shall have the right to be nominated and voted for to hold an elected office.

4. Corporate and associate members may be recruited into committees for a specific purpose.

5. Honorary members may be specially appointed or be invited as special advisers to any committee, by the president/chairperson of UAC, subject to the confirmation of the board of directors.

6. Except for the first officers appointed or elected, a person shall not be qualified to hold the office of President and National Spokesperson/Chairperson unless he/she has served as an officer of UAC or chair of a committee for at least one term and has lived in Africa for at least five years.

Article 7

Board of Directors/Executive Council

1. Members of the Executive Council shall comprise the Board of Directors.

2. The Board of Directors shall be the governing body of UAC, and shall have the full power to set and implement policies and procedures for UAC, including regular business.

3. The Board of Directors shall comprise the following:

• The President and National Spokesperson
• The Executive Vice President for Administration and Finance
• The First Vice President for Government, International Affairs and Fundraising
• The Vice President of Public and Community Affairs
• The National Chairperson of UAC
• The National Vice Chairperson
• The Secretary General and Deputy Secretary General
• The Executive Assistant and Director of Protocol
• The Treasurer
• The Chaplains (Christian, Muslim)
• The Traditional Ruler
• The Legal Counsel
• The Financial Secretary
• Honorary Chairperson Emeritus

Ambassadors At-Large

• Trustees
• Chairpersons of the various committees
• A representative from each state chapter of UAC (i.e., president, secretary-general,
• chair and treasurer).

1. Person from the same country shall not occupy more than one position in the executive, which has a deputy or an assistant, except by a majority approval by the Executive Board.

2. Excluding representatives of state branches, the Executive Board of Directors shall not be less than 18 members and not more than 25 members.

3. The Board of Directors/Executive Council shall designate 5 of its members as trustee of UAC who shall cease to hold such office once they cease to be active members.

4. With the exception of the first Board of Directors/Executive Council, all subsequent members of the Board of Directors/Executive Council shall hold office for period of five (5) years.

5. The first Board of Directors/Executive Council appointed shall hold office for a period of three (3) years and 3/5 year consecutive terms, if elected by majority vote of the members in good-standing.

6. The Executive Council shall be responsible for prescribing and drawing up its order of proceedings for its meeting.

7. Any vacancy arising on the Board of Directors/Executive Council shall be filled by the Board of Directors to complete the remainder of the term.  Notwithstanding this provision, where the vacancy to be filled is that of a representative of an organization, it shall be the responsibility of that organization to fill the vacancy.

8. Notwithstanding the provision of Article 7(10) herein above, if at any time after a general election of members of the Board of Directors/Executive Council, a vacancy arises in the office of the President of UAC, the National Chairman shall appoint the vacancy of the Executive Vice President for Administration and Finance pending the election of the new president at a general membership meeting to be held no later than 90 days.

9. Any member of the Board of Directors/Executive Council who neglects his duties as such or fails to attend meetings on three (3) consecutive occasions without notifying the Secretary General and for good cause shall be relieved of his/her duties.

10. The Board of Directors may be a two-thirds majority of its members present and voting, during a meeting constituted for that purpose, impeach the Chairperson or President on any of the grounds stipulated in Article 4(9) herein or any other good cause.

11. Notwithstanding any other provision of this constitution, the Chairperson or President of UAC shall not have the power to delay, alter or affect any decision taken by the Board of Directors under Article 7(14) herein after he/she has had a fair chance to be heard before a vote is taken.

12. The duties of the Board of Directors shall be as follows:

    1. The members of the Board of Directors shall collectively and individually owe a fiduciary duty to UAC.

    2. The members of the Board of Directors shall collectively and individually owe a duty of loyalty to UAC.

    3. Any member of the Board of Directors or officer of UAC who has interest in any matter or issue in which UAC is interested shall disclose such interest to the board and shall not vote in the determination of that issue or interest.

    4. The members of the Board of Directors will recruit members, while overseeing the effective governance and operations of UAC chapters, programs and activities all over the world.

Article 8

Trustee Board

1. 1. 1. There shall be a Trustee Board of UAC whose members shall comprise of at least 1 and not more than 2 from each country in Africa represented in the UAC and at least 12 other persons who are considered friends of Africa.  The composition of the Trustee Board shall as nearly as possible reflects the six (6) regions of Africa. Five from Africa and one from the Diaspora.

      2. The six regions of Africa shall comprise of East, West, Central, North, and South of the continent, including the African Diaspora.

      3. Subject to Article 8(3) and 8(4) herein no member of the Board of Directors/Executive Council shall be a member of the Trustee Board, except the National Chairperson, the National Vice Chairperson, the President and National Spokesperson and the Executive Vice President of Administration and Finance, the first Vice President for Government and International Affairs, the Vice President for Communication and Community Affairs and the General Secretary.

      4. The Chairperson of the UAC Trustee Board shall be appointed by both the National Chairperson and President and National Spokesperson of UAC.

      5. The Traditional Ruler and Spiritual Leader, and Chaplains (Muslim and Christian) shall be automatic members of the Trustee Board.

      6. The Deputy Secretary-General of UAC shall be the secretary to the Trustee Board.

      7. There shall be a legal counsel for both the Trustees and the Board of Directors who shall be appointed by the Executive Council upon the recommendation of the judicial committee.

      8. The National Vice Chairperson of the UAC will chair and oversee the operations of the Trustee Board of the UAC.

      9. Subject to Article 8(2) herein all the members of the Board of Directors/Executive Council shall be ex-officio members of the Trustee Board.

      10. Subject to Article 8(4) herein all members of the Trustee Board shall be appointed by the Board of Directors/Executive Council.

      11. Any voting member of the UAC may submit nominations for consideration for appointment to the Trustee Board through the Secretary General of the UAC.

      12. Any country represented in the UAC, for appointment to the Trustee Board after the primary election shall submit no more than three (3) nominations.

      13. All names submitted for consideration shall be those of persons who are of high integrity and have achieved excellence and distinguished service in their community or profession.  A current resume must be submitted with the application for consideration.

      14. The role of the Trustee Board shall be as follows:

(a) To act as a reconciliation and conflict resolution board.

(b) To study and recommend policies to the Board of Directors.

(c) To scrutinize and ratify policies recommended by the Board of Directors.

(d) To perform any other task or businesses assigned to it by the Board of Directors.

(e) To raise funds for the effective operation of UAC activities and programs.

1. 1. 1. Members of the Trustee Board shall hold office for a period of five (5) years from the date of their appointment.

      2. Any member of the Trustee Board who neglects his/her duties or fails to attend meetings regularly shall be relieved of his/her duties.

      3. The Trustee Board shall meet once every four (4) months in person or telephonically.

Article 9

Committees

1. The committees listed below shall constitute the standing committees of UAC and shall be created for purposes of achieving the purposes listed in Article 2 of this constitution.

– Judicial and Legal Affairs Committee

– Professional Affairs, Education, Research and Development Committee

– Legislative and Governmental Affairs Committee

– Policy and Human Resources Committee

– Economic Development, Trade and Investment Committee

– Community Affairs Committee

– Strategic and Planning Committee

– Committee On Women’s Affair

– Fundraising and Membership Committee

– Committee on African Civilization and Culture

– Youth Committee

– Religious Affair Committee

– Diaspora Committee

– Diaspora Committee

– Public Safety Committee

1. The members of the Board of Directors shall organize themselves into the various committees, provided no person serves in more than two (2) committees.

2. The Board of Directors may create additional committees, not exceeding five (5) in number and shall designate their name, membership responsibilities and duties.

3. The Board of Directors/Executive Council may create ad hoc committees on an as-need-be basis.  An ad hoc committee so formed shall be dissolved at the completion of its assignment(s).

4. Each committee shall comprise not less than five and not more than seven members.

5. Committees are urged and encouraged to recruit members from the general members and the larger community to include and involve other individuals whose expertise, know-how and/or ability may facilitate or assist the committee in its work.  The committee shall recommend such persons to the Executive Council. The Executive Council shall have the power to accept or reject a candidate.

6. The committees shall have the duties and responsibilities specified in the schedules attached herein.

7. The Board of Directors may approve any procedural rules of the committee to ensure consistency with the purpose of UAC.

8. Each committee shall keep regular minutes of its proceedings, a copy of which shall be provided to the secretary-general.

9. All committees shall report to the Board of Directors in writing when required to do so or upon the completion of each assignment.

10. The President shall appoint chairpersons of each committee subject to the confirmation by the Board of Directors.  The chairperson shall be accountable for the activities of the committee, and shall consult and work closely with the Board of Directors or other officials to ensure proper and effective coordination.

11. Any member of a committee who fails to fully participate in the work of the committee may be relieved of his/her duties as a committee member.

12. A committee member will be deemed to have failed to fully participate if any of the following occurs and it is brought to the notice of the Board of Directors by the chairperson of the committee or the secretary-general, if it comes to his knowledge:

– Frequent absence from committee meetings.

– Causing unnecessary delay or obstructing the work of his or her committee.

– Neglect or refusal to participate in the work of the committee.

1. Each committee shall elect a secretary from among its members.

2. The committees shall have the power to identify and contract any person or expert needed to carry out their work with the approval of the President and National Spokesperson or the National Chairperson of UAC, in a manner consistent with the provisions of this Constitution.

Article 10

Officers, Election and Their Term of Office

1. The officers of UAC shall consist of the following:

• The President and National Spokesperson
• The Executive Vice President for Administration and Finance
• The First Vice President for Government, International Affairs and Fundraising
• The Vice President for Public and Community Relations
• The National Chairperson of UAC
• The National Vice Chairperson
• The Secretary General and Deputy Secretary-General
• The Executive Assistant and Director of Protocol
• The Treasurer
• The Chaplains (Christian)
• The Traditional Ruler
• The Legal Counsel
• The Financial Secretary
• Honorary Chairperson Emeritus
• Ambassadors At-Large
• Chairpersons of the various committees
• A representative from each state chapter of UAC (i.e., president, secretary-general,
• chair and treasurer)

1. The general members shall elect all officers.

2. For any position of leadership, the President shall consult with the Board of Trustees prior to confirmation by the Board of Directors.

3. The President shall be Chief Executive Officer and National Spokesperson of UAC.  In his absence, the Executive Vice President for Administration and Finance will assume such duties.

4. The Secretary-General shall be the executive officer of UAC, charged with the day to day operations of all UAC activities and programs.  The Secretary-General shall liaise between the Secretariat and Chapter Presidents, Ambassador-At-Large, Borough Vice Presidents and Standing Committee Chairs and Co-Chairs in the effective running of UAC programs and activities.  The Secretary-General will be responsible for hiring and supervising the work of the Executive Director, or staff performing services for the UAC.

5. Except for the first elected officers, all officers shall serve a term of five (5) years, terminating on the second anniversary of their appointment.  Any officer who fails to fulfill the duties of his or her office shall be removed by a two-third vote of the Board of Directors.

6. An outgoing officer or chairperson of a committee shall submit all materials in his/her possession to the respective incoming officer or chairperson within ten (10) days following the end of his or her term in office.  A written hand-over report will be required of any officer leaving or handing over duties to a successor.

7. Subject to Article 10(2) herein, the Board of Directors shall fill vacancies in any office for the remainder of the term.

8. The Secretary-General shall possess the qualities, skills and expertise, as well as a sound understanding of the philosophy and purpose of the UAC.

9. No officer or chairperson shall serve in the same office or chairpersonship for more than four (4) consecutive terms.

10. All candidates for any office shall be determined through a nominating process:

(a) Not more than three eligible candidates shall be nominated to fill each office

(b) All nominations shall be made to the electoral committee at least three (3) months prior to election.

(c) All nominations shall be announced to the Board of Directors at least two weeks (2) prior to elections.

(d) Only the nominations of persons who have signified their consent and interest to serve, if elected, shall be accepted.

(e) Any member who is delinquent in the payment of his or her dues shall not be eligible for nominations in any election of officers, as well as hold elective or appointive office within the UAC.

(f) In addition to the provision of Article 10(10)(e) herein, a member shall be in good standing when he/she have been attending meetings regularly for at least six (6) months prior to the elections.

Article 11

Duties of the Officers

The National Chairperson

1. The duties of the National Chairperson shall include the following:

(a) To be spokesperson for UAC.

(b) To preside over all meetings and conferences.

(c) To co-appoint the chair of the Trustee Board along with the President and National Spokesperson.

(d) To be a signatory to UAC bank account.

(e) To be UAC’s Ambassador to the Global Community.

(f) To work with the African Union, Heads of Government and the United Nations diplomatic community to advance UAC’s programs and agenda.

National Vice Chair

1. The duties of the National Vice Chair shall be:

(a) Shall automatically become the chairperson of the Trustee Board and preside over its affairs.

(b) Shall provide leadership in recruiting credible candidates to the Trustee Board.

(c) Shall oversee gender and youth issues.

(d) Shall assume the chair in the absence of the Chairperson.

(e) Shall conduct a seminar on leadership for senior members of the UAC.

The President and National Spokesperson

1. The duties of the President and National Spokesperson shall be:

(a) To be chief spokesperson for the UAC.

(b) To preside over all meetings and conferences of UAC.

(c) Be an ex-officio member of all committees.

(d) To organize and conduct leadership seminars and workshops.

(e) To be one of the signatories to the bank account.

(f) To appoint members of the Trustee Board, as well as fill vacancies in UAC, subject to the confirmation of the Executive Council.

(g) To confirm that a quorum is present before conducting any business at any meeting or conference.

(h) To coordinate the work of the officers and committees so that the purposes of the Association are promoted.

(i) To perform any other duty required by virtue of that office.

The Executive Vice President for Administration and Finance

1. The duties of the Executive Vice President for Administration and Finance shall be:

(a) Oversee all administration and finance matters.

(b) Oversee all sub-committee operations.

(c) Prepare annual UAC budget and submit to the Board of Directors.

(d) Liaise with internal and external government and private sector officers, on behalf of the UAC.

(e) Approve operational budgets of committees and monitor compliance matters.

(f) To oversee the timely payment and collection of membership dues.

First Vice President for Government, International Affairs and Fundraising

1. The duties of the First Vice President for Government, International Affairs and Fundraising shall be:

(a) To oversee all UAC affairs involving local, state, national and International governments.

(b) To oversee any private/for-profit ventures involving UAC and its members.

(c) To organize international conferences.

(d) To raise funds for UAC projects and programs.

(e) To perform other duties assigned by the Board of Directors.

(f) To assist the UAC Trustees as needed.

Vice President for Public and Community Relations

1. The duties of the Vice President for Public and Community Relations shall be:

(a) Oversee and manage all public affairs involving UAC worldwide.

(b) Coordinate all inter-faith activities involving UAC, including recruitment of clergy and resolving disputes between UAC and the Law Enforcement communities in the United States and around the world.

(c) Organize press conferences on behalf of UAC leadership

(d) Advise UAC Board on public policy issues.

(e) Organize and coordinate focus groups, leadership seminars and retreats on behalf of the UAC and its diversified constituencies.

(f) Facilitate the convening and organizing of major international festivals and conferences on behalf of the UAC.

The Secretary-General

1. The duties of the Secretary-General shall be:

(a) To maintain the corporate seal and records of UAC.

(b) To supervise the administration of UAC shall hire and supervise all employees/staff, including the Executive Director whose appointment is subject to Board approval.

(c) To record the minutes of each board meeting, general meeting and conference of UAC.  The minutes of each meeting shall be presented at the next meeting or conference, as the case may be, for adoption.

(d) To keep attendance records of all members present at a board or general meeting.

(e) To direct all communications and conduct all correspondence of UAC.

(f) To keep a current copy of the By-Laws and Articles of Incorporation and all approved previous copies of the By-Laws and Articles of Incorporation.

(g) To provide notice of board meetings, general meetings and conferences.

(h) To liaise and assist chairpersons of committees in coordinating their activities.

(i) All requests for expenditure must be forwarded by the Treasurer through the Secretary-General, who shall present it to the President and Executive Vice President for Administration and Finance for approval by the Board of Directors.

The Treasurer

1. The duties of the Treasurer shall be to:

(a) Maintain custody and safe keeping of all checks, check books, bank documents and funds of UAC.

(b) Keep books of account, record bank statements, receipts, vouchers, budge invoices, budgets and cancelled checks for five years or such longer period as may be authorized by the Board of Directors or by the law of the United States of America.

(c) Make disbursement authorized by the President, Chairperson or the Board of Directors/Executive Council.  Any amount greater than $500.00 will require the approval of the Board of Trustees, Elders and members of the Financial Committee.

(d) Deposit all moneys collected into UAC’s bank account within forty-eight (48) hours of collection.

(e) Be one of the authorized signatories to UAC bank account.

(f) Make financial reports at each meeting of UAC and an annual general meeting.

(g) Submit books and records to an audit committee whenever requested to do so.

(h) The Treasurer shall ensure that all documents relating to disbursement to UAC funds shall be filed in triplicate.

(i) Excluding purchases made under petty cash, which shall not exceed $250.00 (two hundred and fifty dollars), the Treasurer shall ensure that at least three bids are submitted in the procurement of all goods and/or services.

1. All officers of the association shall be answerable to the President who may recommend disciplinary action against them or their termination for cause after due process and upon the recommendation of the disciplinary committee.

2. Any recommendation made by the disciplinary committee in relation to Article 11(4) herein shall be effective if supported by two-third vote of the Executive Board.

3. All officers of UAC shall conduct the business of the association with transparency and accountability.

4. Any officer whose term of office has expired may serve on the Trustee Board for not more than two consecutive terms upon a majority vote by the Executive Committee of the UAC.

Article 12

Authorized Signatures

All checks must bear the signature of the President, Executive Vice President for Administration and Finance or the Chairperson and the Treasurer.  In the absence of one of them, one member of the Executive Council so designated or the Assistant Treasurer and/or Secretary General may sign on behalf of either of them.

Article 13

Salaries and Reimbursements

1. Any person/member of the UAC who is contracted to render professional services to UAC shall be compensated subject to mutual agreement between the Board of Directors/Executive Council and she party.

2. All out of pocket expenses undertaken by a member or officer in the performance of an authorized task shall be reimbursed by the Treasurer upon submission of a receipt or properly approved documentation relating to such a task/transaction.

Article 14

Meetings

1. The Board of Directors shall meet at least once every two (2) months.

2. Executive Committee meetings will be held quarterly.

3. Local General membership meetings shall be held quarterly on the 1st Sunday of the month.  The Annual General membership meeting which shall be attended by all chapter branches shall be held on the 2nd

4. In the event of the establishment of state branches of UAC, the Board of Directors/ Executive Council shall meet quarterly with the President, Vice Presidents, Secretary-General, Chairperson and Treasurer of all state branches.  Quarterly meetings may be held in New York or any other state where a branch of UAC exists. During such quarterly meeting, the state branches shall submit report of their quarterly minutes to the National Board of Directors.

5. Special and emergency meetings as well as conferences may be called by the President, the Secretary-General or a majority of the board members whenever necessary.  Two-third of the members at board meeting, general meeting or conference shall constitute a quorum for the meeting or conference to proceed.

6. The President shall chair all meetings of the Board of Directors, conferences and general meetings.  In the absence of the President, the Chairperson shall preside over meetings.

7. All resolutions of the Board of Directors or general meetings shall be passed by a single majority.

8. All meetings of the Board of Directors shall be attended only by members of the Board of Directors and any person specially invited by the Secretary-General with the approval of the President, Chairperson and Executive Vice President for Administration and Finance of UAC.

9. Prior to any board or general meeting, the Secretary-General shall issue notices to members indicating time, place, date, the agenda, the name of any special guest invited and minutes of the previous meetings.

10. Notices of board and general meetings shall be issued at least 10 days in advance of the meeting twenty-four (24) hours notice shall be sufficient to call an emergency meeting.

11. Any meeting shall be properly constituted if there is a quorum, and the President or the Chairperson, the Executive Vice President for Administration and Finance, Vice President for Public and Community Relations, of UAC and the Secretary-General or the Deputy Secretary-General are present.

12. Notwithstanding the provision of Article 14(12) herein, the Secretary-General or the Deputy Secretary-General may preside over special meetings.

Article 15

Fiscal Year

1. The fiscal year of UAC shall run from January 1st to December 31st.

Article 16

Funds

1. UAC shall be authorized to accept funds from any individual, association or corporation to be used for any reason consistent with the purpose of UAC, so long as such acceptance does not adversely affect the not-for-profit status of UAC.

2. No member of UAC or state branch shall be liable for the debts or obligations of UAC, except for such member’s unpaid dues; and no personal liability shall in any event be attached to any member of its undertakings; but all liabilities shall be limited to its common fund and asset.  No member shall have the authority to borrow money or incur any indebtedness or liability in the name or on behalf of UAC without the consent of the Board of Directors.

3. An annual audit of the records and receipts of UAC shall be conducted by an independent auditor, who shall present his/her financial findings and control in a recommendation to the Board of Directors.

Article 17

Amendment

1. Any part of this constitution may be amended at any scheduled meeting of the Board of Directors, which is properly constituted, provided that notice of such amendment has been given to all members at least one (1) month prior to the meeting, and such amendments shall be ratified at a general meeting.

2. This Constitution and any subsequent amendment thereto shall bind all members of UAC.

3. The Board of Directors may, by a two-third vote of its members at a board meeting, amend the Articles of Incorporation of UAC in as much as it is not inconsistent with the purposes for which UAC is formed and any laws of the United States.

Article 18

AUC’s State Chapter Branches

UAC may establish state chapter branches in any state of the United States of America and Canada, as well as Africa and the Caribbean regions.  The chapters and/or branches are required to operate under the charter of UAC, including any statutory provisions governing charitable or NGO organizations, except otherwise required explicitly by the State of Operations.

Article 19

UAC Subsidiary and Affiliate Organizations

The Citizens Commission on the African Union, the African Union Foundation shall be deemed subsidiaries of the UAC, as well as affiliates such as the African Development Policy Institute, The Give Them A Hand Foundation, The Earth Rights Institute shall be recognized as officially approved affiliates of the UAC.  No organization shall use the name of the UAC without the written approval of the UAC through a resolution.

Article 20

Schedules of Constitution

Schedules A to M attached hereto shall form part of this Constitution.

This Constitution originally adopted by the Board of Directors this 6th day of April, 1998 was amended and adopted by the Board of Directors on this 12th day of October, 2010.




CHIEF KRUMA NYANIE (Traditional Ruler).

1. EL  HADJ SALIMOU SAOURE (Spiritual Leader)
1. CHIKA A. ONYEANI (Chairperson)
1. SIDIQUE ABOU-BAKARR WAI (President &* CEO)
1. DJIKIBA CAMARA (Secretary General)
1. KWAME AKOMA (Deputy Secretary General)
1. BEN ALIOUN FOFANA (Treasurer)
1. AMINATA COKER, ESQ. (Chair Judicial Committee)
1. GEORGE C. OLUIKPE (Chair Policy & Human Resources Committee)
1. MOHAMED S. JALLOH (CO Chair Policy & Human Resources Committee)
1. LAMIN DRAMMEH (Chair Legislative & Governmental Affair Committee
1. SOLOMON ADELAJA (Community Affairs Committee)
1. MOHAMED BARO (Chair Economic Development Trade & Investment Committee)
1. BABAJIDE BALOGUN (CO Chair Economic Development Trade & Investment Committee
1. GASTON VALCIN (Vice Chair)

REV. SAMSON SLOBERT (Chaplain – Christian)

REV. JEAN MONTAS (Deputy Spiritual Leader – Christian)

1. ABUBAKARR SADIQ (Deputy Secretary General)

AND Ratified by General Members this 8th day of April 1998.

And Revised and Ratified by the General Members this 12th day of October, 2010

Revised by Dr. Mohammed A. Nurhussein (National Chairman)

Mr. Sidique Abou-Bakarr Wai (National President and Spokesperson)

Mr. Michael J. Cole (Executive Vice President for Administration and Finance)

Rev. Babajide David Kayode (Deputy Spiritual Leader-Christian)

Dr. Gaston Valcin (to discuss title or position)




Schedules

Schedule A

Judicial and Legal Affairs Committee

1. The following shall be the duties of the Judicial and Legal Affairs Committee:

   1. To guide UAC in its operations to ensure it conducts all its businesses in accordance with its Articles of Incorporation and the purposes listed in this Constitution and the laws of the United States of America.

   2. To vet all contracts and/or any legal arrangement entered into by or on behalf of UAC.

   3. To study and analyze any legislation impacting on continental African immigrant or Africa.

   4. To give immigration counseling and legal assistance.

   5. To draft all legal documents of UAC.

   6. To represent UAC in legal proceedings.

   7. To conduct legal awareness seminars, workshops and programs to educate continental Africans about laws affecting them, and their rights and entitlements attached to their status.

   8. To coordinate with the legislative and governmental affairs committee in matters relating to any legislation which is likely to have an impact on continental Africans and/or Africa.

   9. To conduct legal research.

   10. Any other business assigned to it by the Board of Directors.

2. (a) there shall be a subcommittee of the judicial committee consisting of the chairperson of the judicial committee and two other members, which shall be the disciplinary committee

(b) The president and the chairperson of UAC shall not be members of the judicial committee.



Schedule B

Disciplinary committee

(1) The following shall be the duties of the Disciplinary Committee:

1. 1. To investigate any allegation against a member in any of the grounds listed in Article 4(9) of this constitution.

   2. To conduct hearings to determine whether or not an allegation or complaint is founded upon the evidence before it

   3. To make recommendations of disciplinary nature to the Executive Council concerning any member who is found to have committed any of the acts or conduct stipulated in Article 4(9) of this Constitution.

   4. To conduct hearings to determine whether or not sufficient grounds exists for the removal of any officer.

   5. At the conclusion of its hearing, the committee shall submit its findings and recommendation to the Executive Council for approval.

   6. The committee may make a recommendation for reprimand, suspension or expulsion or termination in the case of an employee of UAC.

   7. The Executive Council may reduce or enhance any recommendation made by the Disciplinary Committee.

   8. The Secretary-General shall transmit to the Disciplinary Committee any approval, enhancement, reduction or confirmation of its recommendation made by the Executive Council.

Schedule C

Policy and human resources committee

The following shall be the duties of the policy and human resources committee

(1) To initiate and evaluate policies to be recommend or already recommended.

(2) To make any necessary modification or extension of UAC’s policies and direct its implementation.

(3) To develop human resources policies and programs for UAC.

(4) To establish and operate job and talent banks.

(5) To select and coordinate the use of consultants and specialists for both internal and external positions.

(6) To assist and advise the president and executive committee on human resources matters or any other task assigned to it by the executive council.

(7) The committee shall submit a report of all its recommendations in writing through the Secretary-General of UAC who shall transmit it to the President and the Executive Council.

(8) The committee shall be responsible for drawing up its own order of procedure.

Schedule D

Professional Affairs, Education, research and development committee

The following shall be the duties of the Professional Affairs Education, Research and Development Committee:

(1) To coordinate all training programs designed to enhance the effectiveness of the UAC office bearers.

(2) To conduct research to identil5’ the educational needs of members of UAC and their families.

(3) To develop and administer the programs designed to address the needs in (2) of this schedule.

(4) To identify sources of scholarship and financial aid and to disseminate information about those opportunities and to recommend procedures for exploiting those opportunities.

(5) To design, develop and operate specialized schools here in the United States of America and in the African countries responsive to their needs

(6) To conduct research to identify local and external practices, such as waste disposal and other environmental issues that hinders progress and endangers the quality of life in Africa.

(7) To develop and recommend action plans to remedy any endangerment identified tinder (6) of this schedule.

(8) Any other task or assignment assigned to it by the executive council

(9) The committee shall submit a report of its recommendations to the executive council through the secretary-general of UAC who shall transmit some to the president and executive council. (10) The committee shall be responsible for drawing up its own order of procedure.

Schedule E

Committee on African Culture and Civilization

The following shall be the duties of the committee on African culture and civilization

(1) To project African culture and civilization and its impact and contribution to modem civilization and technology

(2) To utilize African culture as a uml5nng element among continental Africans on the one hand and also among continental Africans and Africans from the Diaspora

(3) To identify elements of continental African culture and Diaspora African culture in order to bridge the gap.

(4) To disseminate elements of African culture in terms of philosophy, arts, culture and religion.

(5) Any other duties assigned to it by the board of directors.

(6) The committee shall be responsible for drawing up its own order of procedure.

Schedule F

Economic Development Trade and Investment Committee

The following shall be the duties of the economic development, trade and investment committee

(1) To conduct awareness seminars I workshops for continental African consumers and business proprietors.

(2) To promote economic development in Africa and within the Continental African community in the Americas.

(3) To facilitate and encourage the establishment of businesses in Africa.

(4) To promote the types of investments in Africa that would create job opportunities for Africans.

(5) To study and develop investment initiatives suitable for both Africans and the investors (6) To identify and encourage vital infrastructural developments in Africa as part of investment packages.

(7) To study, research and recommend policies to prevent the illegal exploitation and depletion of the vast and rich natural resources of Africa.

(8) To study and recommend ways to harness and keep in reserve a portion of Africa’s vast natural resources for the yet unborn children of Africa.

(9) To maintain a directory of investors in various parts of Africa

(10) To maintain a directory of continental African businesses in the Americas

(11) To maintain a directory of potential investment areas in Africa.

(12) Any other duties assigned to it by the Board of Directors.

(13) The committee shall be responsible for drawing up its own order of procedure.

(14) To work with BABA to promote investment opportunities for Continental Africans in these United States.

Schedule G

Strategic and Planning Committee

1.  The following shall be the duties of the Strategic and Planning Committee:
   (1) To scrutinize policy recommendations.
   (2) To decide what UAC’s official position will be on any important and public policy issue.
   2.  The committee shall comprise the President, the Chairperson of UAC, the Secretary General, the traditional ruler and the religious Leader.
2. The committee shall be responsible for drawing up its own order of procedure.

Schedule H

Legislative and Governmental Affairs Committee

The following shall be the duties of the legislative and governmental affairs committee:

(1) To act as liaison between UAC and the diplomatic core, legislators and governments in Africa.

(2) To organize and conduct voter education seminars.

(3) Any other duties assigned to it by the board of directors.

(4) To oversee and liaise with UAC’s International chapters and Ambassadors-at-Large and Co-Chair Emeritus in Africa and around the world.

Schedule I

Community Affairs Committee

The following shall be the duties of the Community Affairs Committee:

(1) To organize community activities.

(2) To recruit members for UAC.

(3) To be in charge of the welfare of UAC members.

(4) To organize an annual African parade and any other festival.

(5) Any other business assigned to it by the Board of Directors.

(6) The committee shall be responsible for its own order of procedure.

Schedule J

Committee on Women’s Affairs

The following shall be the duties of the Committee on Women’s Affairs:

(1) To decide on what UAC’s official position on any women’s issues that is of public importance.

(2) To identify, study and make recommendations on all issues effecting women.

(3) To coordinate all women activities.

(4) To encourage African women to be active participants in government and international

Affairs.

(5) To research gender issues and recommend ways of empowering the African women to exploit their potential to its fullest.

(6) Any other duties assigned to it by the Board of Directors.

(7) The committee shall be responsible for its own order of procedure.

(8) Membership to this committee shall include both genders.

Schedule K

Think Tank Committee

The Board of Directors shall have the power to determine the composition, functions and procedure of this committee.

Schedule L

The following shall be the duties of the Religious Affair Committee:

(1) To coordinate all activities between the UAC and any religious body or organization

(2) Any other business assigned to it by the Board of Directors/Executive Council.

Schedule M

The following shall be the duties of the Fundraising Committee:

(1) To be responsible for all fund raising activities of UAC.

(2) Any other business assigned to it by the Board of Directors.