AFRICOM By-Laws

COALITION OF AFRICAN COMMUNITIES – PHILADELPHIA
(A Pennsylvania Non-Profit Corporation)

BY-LAWS

ARTICLE I – MISSION STATEMENT

1.1 Pursuant to its aims and objectives, the Mission of the Coalition of African Communities – Philadelphia as outlined in the Articles of Incorporation of the aforesaid Coalition is to empower the African refugee and immigrant communities by:

a) facilitating family access to health and social services, with special focus on women, children and the youth;

b) promoting economic development;

c) facilitating resolution of inter and intra-group conflicts;

d) advocating on issues of concern to African communities; and

e) educating the media and broader public on African cultures and experiences.

1.2 The Coalition will proactively seek and develop partnerships with non-profit, public, private, educational and African American institutions in the Greater Philadelphia area to achieve its mission.


ARTICLE II – NAME OF THE CORPORATION

2.1 Pursuant to the above Mission Statement and the purposes, both general and specific, outlined in the Articles of Incorporation, the name of the Corporation shall be and is hereby referred to as the Coalition of African Communities – Philadelphia.


ARTICLE III – CORPORATE HEADQUARTERS

3.1 The Headquarters of the Corporation shall be located in Philadelphia, Pennsylvania, United States of America.

3.2 The Corporation shall also establish offices at such other cities and states as the Board of Directors may deem fit, from time to time, and as the business of the Corporation shall require.

ARTICLE IV – PURPOSES

4.1 The general purposes of the Corporation, among others, are:

a) to proactively seek and encourage Pan-African ideals while appreciating and respecting the cultural, ethnic, religious, regional and tribal differences and diversity among member-organizations and their constituencies;

b) to encourage the unification of global Africa by addressing African problems in a unified voice, that are of common concerns to the Coalition, and evolving, articulating and advocating unified positions of such issues on behalf of member-organizations and their constituencies;

c) to promote harmony, unity, friendship and togetherness among peoples of Africa and of African descent and their posterity, and among all others; and to build a volunteer base organization in the Greater Philadelphia area to help better the diverse African communities; and,

d) to seek and secure opportunities for its member-organizations to create and promote greater awareness of the African culture; and to promote friendships among all peoples, organizations, institutions and entities.

4.2 The primary purpose of the Coalition of African Communities – Philadelphia is to engage in any lawful act or activity for which not-for-profit corporations may now or hereafter be organized under the Pennsylvania Act governing such corporations and, without in any way limiting the generality or specificity of the foregoing, the Coalition shall have the power to:

a) serve as an information clearing house for all African communities and help build the capacity of member-organizations’ ability to provide appropriate professional social services to their communities;

b) empower African refugee immigrant communities and organizations in Pennsylvania by promoting their economic development;

c) enable them to access social services and facilitate resolution of inter- and intra-group conflicts;

d) advocate issues of common concerns to African communities in Pennsylvania and the rest of Africa;

e) educate the media and broader American public on African cultures and experiences;

f) proactively seek and develop partnerships with not-for-profit public, private, educational, medical, African American institutions, as well as all other philanthropic and social services oriented organizations;

g) establish and strengthen relations, and maintain proactive dialogue with other non-African communities in the City of Philadelphia in particular, and the State of Pennsylvania in general;

h) bring African interests and issues to the collective agendas of the African communities in Pennsylvania on refugee resettlement, social services, employment and job training, health, education, culture, etc.;

i) serve as a greater, louder and common voice and a unified agency of service and advocacy for the African communities;

j) balance the need for managed growth and unity of the Coalition and its member-organizations, while enabling each member-organization to realize the vision of its particular community;

k) coordinate, integrate, unify and leverage the power of the Coalition, while at the same time supporting and empowering the individual member organizations to maintain their identities and strengths, without fostering or encouraging dependency in the process;

l) develop and implement programs and services in the areas of employment and job training; education and enrichment for women, children, youth, and adults; housing assistance; health programs, such as women’s health, including pre- and post-natal education, mental health, Hepatitis B and HIV/AIDS outreach, prevention and education through its member-organizations;

m) assist African refugee- and immigrant-based communities and organizations; build organizational capability to assume proactive role and effectively support the legal resettlement and adjustment process of African refugees and other immigrants in Pennsylvania and the United States in general; promote and advocate for a fair and equitable U.S. immigration admissions policy for Africa;

n) ensure that African refugees and immigrants are assisted to attain self-sufficiency shortly upon their arrival in Pennsylvania; provide linguistic- and culture-appropriate support services and employment to them; and ensure coordination of public medical, cash and other support services and effectively promote and encourage their early self-sustenance;

o) undertake needs assessments and write grant and other provider-oriented applications to fund projects, programs and proposals beneficial to member-organizations of the Coalition, while encouraging member-organizations to undertake independent projects and solicit support for such projects beneficial to their communities independent of Coalition efforts;

p) establish and consolidate relationships with current and prospective funding providers, establish strategic partnerships with peer organizations, development systematic quality assurance procedures and policies, and link culturally sensitive and culturally competent resources to needs within the African communities;

q) act as agent, attorney-in-fact, broker, intermediary, commission or otherwise for member-organizations and, as such, to aid, develop plans and projects and solicit funding for implementation of such projects and services on behalf of member-organizations;

r) enter into and carry on contracts, union of interests, concessions or transactions of every kind, with any association, partnership, firm, corporation, State and Federal agencies incidental to achieving or carrying out the purpose of this Corporation and generally engage in, do and perform, any enterprise, activity or vocation that a natural person may or could do or perform and to do any legal acts or activities for which not-for-profit corporations may be authorized to do;

s) engage in one or more of the purposes as specified in Section 5018 (g) 3 of the Internal Revenue Code, including, such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 [c] 3 of the Internal Revenue Code; and,

t) engage in, undertake, carry out, and perform any and all acts, activities and undertakings legally permitted as provided by the Pennsylvania corporate acts governing the functions and authority of not-for-profit corporations without limiting the generality of the above mentioned purposes.

4.3 The purposes of the Corporation are exclusively charitable as set forth in the Articles of Incorporation. In pursuing such purposes, the Corporation or its member-organizations shall not act so as to impair the eligibility of the Corporation for the exemption under Section 501 (c) 3 of the Internal Revenue Code of 1986, as mended.


ARTICLE V – MEMBERSHIP

5.1 Membership to the Corporation is granted with the full understanding that all members unequivocally embrace the vision and mission of the Coalition, and are committed to spare no effort to the realization of the Coalition’s goals and ideals, as outlined in these By-Laws. Membership to the Corporation shall constitute the meeting of either one or more of the following criteria, and upon meeting the guidelines set for membership, and being formally accepted in writing by the Corporation:

a) All national organizations and/or associations representing countries, states, peoples and/or nations in the African Diaspora that are headquartered or have branch offices in the Delaware Valley;

b) all African sectional, ethnic, women’s, men’s, boys’, girls’, youth, social, developmental, educational and cultural organizations, movements, societies and institutions;

c) all African non-profit, non-political, cultural, social, health, educational, professional and other interest-group institutions;

d) all African American non-profit, non-political, private, cultural, professional and educational institutions and/or organizations; and,

e) all “at-large” or “honorary” Board Members who shall be appointed from time to time by the Chair of the Board, upon the advice and consent of Members of the Board, as outlined in Article 6.2 Section 2g; and

f) all individuals from countries or nations in Africa or the African Diaspora, residing in the Delaware Valley, and who are not members of a member-organization, shall be eligible for Associate Membership, subject to review and approval by the Membership Committee, as outlined in Article VIII.

5.2 All Member-organizations and Associate Members of the Coalition of African Communities – Philadelphia shall be assessed membership fees payable in advance as follows:

a) all Member-organizations may join the Corporation on the basis of Articles 5.1a–d, and shall pay annual membership dues to be specified by the Executive Council; and,

b) all Associate Members may join the Corporation on the basis of Article 5.1f, and shall pay annual membership dues to be specified by the Executive Council.




ARTICLE VI – BOARD OF DIRECTORS

6.1 Section 1: Composition of the Board of Directors

a) Board of Directors shall be elected by the Executive Council with the restriction that no more than two Board Members from the same country shall serve concurrently. In order to facilitate elections, an Election Committee shall be established with powers and responsibilities as outlined in Article VIII. The Coalition’s Board of Directors shall have nine members.

b) A maximum of five “at-large” or “honorary” Board Members who shall be appointed from time to time by the Chair of the Board, upon the advice and consent of Members of the Board, as outlined in Article 6.2 Section 2g.

Section 2: Officers of the Board and Their Functions

a) President

The President shall:

i) be the chief spokesperson and head of the Coalition, and represent the Coalition at all functions, ceremonies and occasions;

ii) preside at meetings of the Board of Directors, as well as over all general meetings of the Coalition, including at the annual General Assembly meetings;

iii) have the power to constitute ad hoc committees for specific reasons as he/she may see fit from time to time;

iv) with the advice and consent of the Board, create non-elected offices and make appointments to such non-elected offices;

v) with the advice and consent of the Board, enter into all contracts and agreements on behalf of the Coalition; and,

vi) submit annual reports on the operations, budget, activities and programs of the Coalition to its general membership once every year at General Assembly meetings.


b) First Vice President

The First Vice President shall:

i) be the principal or first deputy to the President;

ii) assist the President and carryout all other duties assigned him/her by the President, and act as President in the absence of the President;

iii) serve as Chair Ex-Officio of the Conflict Resolution and the Economic Development and Fund Raising Commissions;

iv) automatically accede to the Presidency of the Board of Directors in the event the President is unable to discharge his/her duties due to removal from office, death, resignation or inability to reasonably discharge the powers and duties of office, in accordance with the guidelines on succession as laid down in these by-laws;

v) be answerable directly to the President;


c) Second Vice President

The Second Vice President shall:

i) be the secondary or number two deputy to the President;

ii) assist the President and carryout all other duties assigned him/her by the President;

iii) act as First Vice President or President in the absence of the First Vice President;

iv) serve as Chair Ex-Officio of the Advocacy and Needs Assessment, the Social Services and the Culture and Media Commissions;

v) automatically accede to the First Vice Presidency of the Board of Directors in the event the First Vice President is unable to discharge his/her duties due to removal from office, death, resignation or inability to reasonably discharge the powers and duties of office, in accordance with the guidelines on succession as laid down in the By-Laws;

vi) be directly answerable to the President of the Board;



d) Secretary

The Secretary shall:

i) keep minutes of all general meetings of the Coalition, as well as meetings of the Board of Directors;

ii) be the custodian of all Coalition records;

iii) handle all internal and external communication;

iv) give all notices as required by law or by the By-Laws and, generally, perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Articles of Incorporation of the Coalition, or that may be assigned by the Board of Directors;


e) Treasurer

The Treasurer shall:

i) be the custodian of all Coalition funds;

ii) collect and deposit all funds due to the Coalition, as required by the Board, and make disbursements to meet the obligations of the Coalition;

iii) keep full and accurate accounts of receipts and disbursements of funds of the Coalition, and render to the President and the Board, as well as the entire membership of the Coalition once a year regular accountings of all financial transactions and fiscal condition of the Coalition;


Section 3: Tenure of Board Members and Officers:

a) Each elected Board Member shall serve a term of two (2) calendar years, commencing the 1st day of January to and including the 31st day of December.

b) Elections for officer positions on the Board of Directors shall be by a simple majority vote of all elected Board Members.

c) Each elected officer shall serve a renewable term of two (2) calendar years, commencing the 1st day of January to and including the 31st day of December.

d) At the end of their 2-year term, Board Members are eligible for re-election if nominated and elected by the Executive Council.


Section 4: Vacancies, Removal and Succession of Board Officers:

a) In case of the inability of an officer to discharge his/her duties due to removal from office, by death, resignation or to reasonably discharge the powers and duties of office, the Board of Directors shall hold a special election to elect a new officer. At the same time, the Executive Council shall hold a special election to elect a new Board Member who shall serve the remaining term.


Section 5: Voting Rights and Tie-Breaking Vote:

a) Each member of the Board of Directors, with the exception of “at large” or “honorary” members, shall be entitled to one vote. The exercise of this franchise may be done either personally by the representative of member-organization or by proxy. In the case of a proxy vote, the absent member-organization shall give in writing to the absentee’s proxy the discretion to vote however he or she wishes to vote or the absent member-organization may indicate how he or she wants his or her proxy vote to be cast. In either case, all proxy votes shall be authorized in writing.

b) In the case of a tie during voting, the presiding officer shall cast the determining vote.


Section 6: Quorum:

a) A quorum of the Board of Directors of the Corporation shall constitute fifty (50%) percent of the total of elected Board members and “honorary” or “at large” members present for the transaction of corporate business.

b) In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the directors unless such time and place were announced at the meeting at which the adjournment was taken to the other directors.


Section 7: Action by Consent

a) Unless restricted by the Articles of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing filed with the minutes of the proceedings of the Board of Directors or such committee.


Section 8: Indemnification of Directors, Officers and Members

a) The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation; or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding had no reasonable cause to believe the conduct was unlawful.

b) The termination of any action, suit, or proceeding by judgement, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had reasonable cause to believe that the conduct was unlawful.

c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any actin, suit or proceeding referred to in Article VI, Sub-Sections 8 (a) and (b) above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.

d) Any indemnification under Sub-Sections 8 (a) and (b) of Article VI above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sub-Sections (a) and (b) of this Article VI. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so direct, by independent legal counsel in a written opinion to be approved by the majority of disinterested members of the Board.


Section 9: Meetings:

a) Meetings of the Board of Directors shall be held at such place or places, within or without the State of Pennsylvania, as the Board of Directors may from time to time determine as shall be specified in the notice of any such meeting.

b) The Board of Directors shall meet for the first time for the purpose of organization, Coalition of African Communities – Philadelphia the determination of officers and the transaction of initial business, as soon as practicable after the adoption of the Articles of Incorporation by the Coalition of African Communities – Philadelphia.

c) Regular Meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given, except as otherwise required by statute, the By-Laws or the Articles of Incorporation of the Coalition of African Communities – Philadelphia.

d) Special Meetings of the Board of Directors may be called by the President of the Board, by five (5) or more Directors of the Board, or by the Executive Director of the Corporation.

e) Notice of Meetings of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary of the Board as hereinafter provided in Section 9 (e) hereof, in which notice shall be stated the time and place of the meeting. Except as otherwise required by the By-Laws of this Corporation, such notice need not state the purpose of such meeting. Notice of each meeting shall be mailed, postage prepaid, to each director, addressed to his or her last known residence or place of business, by first-class mail, at least five (5) days before the day on which such meeting is to be held; or shall be sent addressed to him or her at such place by telegraph, cable, fax, telex, electronic mail or other similar means, or be delivered personally or be given by telephone or other means, at least twenty-four (24) hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he or she shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

f) General Assembly meetings of the Coalition shall be held annually. At these meetings, the President of the Corporation shall present an Annual Report on the operations, budget, activities and programs of the Coalition to all Member-organizations, Associate Members, the Coalition’s general constituency (African refugees and immigrants in Greater Philadelphia), members of the public, and other interested parties. The General Assembly is envisioned to be an opportunity for the Coalition’s leadership to receive feedback on past performance as well as its vision, goals and objectives for the coming years. As part of the deliberations, the General Assembly may make general recommendations for consideration by the Executive Council and Board of Directors.


6.2 Corporate Powers

Section 1: The Corporation shall have every power which a not-for-profit corporation now or hereafter organized under the Pennsylvania Corporation Act may have.

Section 2: All corporate powers, functions and responsibilities shall rest with the Board of Directors. The Board of Directors shall exercise all legislative powers, and shall be the highest decision-making body of the Corporation. The Board shall:

a) set all policy guidelines and basic directions of the Corporation from time to time;

b) approve annual projects, programs and budget for, or any and all ad hoc expenditures of, the Corporation as shall be presented by the Executive Council;

c) approve all project-financing on behalf the Coalition;

d) have the power to admit new Member-organizations and Associate members to the Coalition of African Communities – Philadelphia as a whole by adhering to the regulations of the Coalition’s Articles of Incorporation and these By-laws; the Board of Directors shall not have the absolute or sole power to expel Board Members, Associate Members, member-organizations or their representatives from the Board of Directors, Executive Council or the coalition as whole; in the case of expulsion of a Board Member, Associate Member, a Member-organization or its representative, the Board of Directors may act on its own initiative, or upon a recommendation from the Executive Council per Article VII, 7.1, Section 4 (g), to initiate a process of expulsion by a two-thirds majority vote of the Board of Directors; the process of expulsion shall follow these procedures:

1) An independent committee consisting of seven (7) persons representing different regions and communities in Africa, and who are not members of the Executive Council and the Board of Directors shall be elected annually or whenever a new Executive Council and Board of Directors are elected;

2) The responsibilities of the committee shall be to hold hearings whenever the Board of Directors initiates the process to expel an Associate member, Member-organization or its representative from the Executive Council, Board of Directors or the Coalition of African Communities – Philadelphia as a whole; the committee shall hold an initial hearing upon receiving a request for expulsion; the committee shall elect one of its members to chair the hearing(s); the Board, Executive Council, and the member in question (Board Member, Associate Member, Member-organization or its representative) shall be allowed equal opportunity to present their facts at the hearing(s); the committee shall forward its findings to all Member-organizations of the Coalition of African Communities – Philadelphia.

3) A 50% quorum of the member-organizations of the Coalition of African Communities – Philadelphia shall discuss and debate the findings of the committee and vote on it to make a final decision; a final decision shall be made by a majority vote; the decision shall be formally announced in writing to all member-organizations of the coalition; if the vote is to expel the Board Member, member-organization or its representative in question, the Board of Directors shall execute the order within 48 hours from the time of the decision; if the vote is to reject the expulsion request, the Board Member, member-organization or its representative shall continue to be a member of the Coalition of African Communities – Philadelphia, and the Conflict Resolution Commission shall facilitate a separate meeting among the parties involved (Board Member, member-organization or its representative in question, Board of Directors, Executive Council) in order to resolve any outstanding conflicts.

e) have the power to amend and/or revise these By-laws of the Corporation by 2/3 majority;

f) determine and establish rules of its proceedings of the Board of Directors, institute measures to discipline its members for cause and, with the concurrence of two thirds of such members, take whatever punitive measures against its members;

g) upon nomination by the Chair of the Board, select and appoint a maximum of five “at-large” or “honorary” Board Members, constituting state and city officials, influential citizens, educators and business executives, from among influential State and City officials, clergy members, philanthropic societies, business executives, prominent citizens, educators, institutions, entities, associations, non-governmental and private volunteer organizations, etc.; appointments to non-voting Honorary Board Member positions are for renewable 2-year terms;

h) exercise power to sue, in the protection of its corporate interests through its Chair of the Board, attorney-in-fact, directors, attorneys, agents or representatives and, similarly, to defend itself when sued in defense of its interests against any individual, group of individuals, corporations and/or entities through its President, directors, attorneys agents or representatives; and,

i) to represent any individual, group of individuals, corporation, agency, institution or organization and, similarly, to be represented by its attorney-in-fact, directors, representatives or agents to undertake any and all legal activities and actions in pursuance of the purposes outlined in the Articles of Incorporation;


ARTICLE VII – MANAGEMENT OF THE CORPORATION

7.1 While anxious to preserve the inclusiveness and unity of the Coalition of African Communities – Philadelphia and yet recognizing the deep-rooted ideological, ethnic and other differences among divergent groupings with common national heritage and yet conscious of the need for interactions among those organizations to resolve such differences where possible, an Executive Council shall be established for the day-to-day management of the affairs of the Coalition to constitute:




Section 1: Composition of the Executive Council

a) The Executive Director of the Coalition of African Communities – Philadelphia.

b) The Chairperson of the Economic Development and Fund Raising Commission;

c) The Chairperson of the Conflict Resolution Commission;

d) The Chairperson of the Advocacy and Needs Assessment Commission;

e) The Chairperson of the Culture and Media Commission;

f) The Chairperson of the Health and Social Services Commission; and,

g) The Chair or delegate of each Member-organization that has joined the Corporation on the basis of Articles 5.1a-d and Article 5.2a.


Section 2: Officers of the Executive Council

a) Executive Director

The Executive Director shall:

i) automatically serve as Chair of the Council;

ii) serve as Chief Operations Officer of the Coalition, and Chair of the Executive Council;

iii) be responsible for the general and active management of the operations of the Coalition;

iv) insure that all orders and resolutions of the Board of Directors are carried into effect and/or implemented, subject to the right of the Board to delegate any specific powers as allowed by law;

v) preside over all meetings of the Executive Council, and shall be Ex-Officio Member of all committees and sub-committees that constitute the Executive Council;

vi) submit to the Board of Directors annual reports on the operations, activities and functions of the Coalition;

vii) have the power to appoint and/or employ any and all personnel as would be required by the Coalition to implement decisions of the Board of Directors; and, where necessary, dismiss all such employees in the interest of the Coalition;

viii) be answerable and report directly to the Board of Directors through the President of the Board;


b) Vice-Chair

The Vice-Chair of the Executive Council shall:

i) be elected by the Council;

ii) serve as principal deputy to the Chair;

iii) assist the Chair and carryout all other duties assigned him/her by the Chair, and act as Chair in the absence of the Chair;


c) Secretary

The Secretary of the Executive Council shall:

i) be elected by the Council;

ii) keep minutes of all general meetings of the Executive Council;

iii) be the custodian of all records of the Executive Council;

iv) give all notices as required by law or by the By-Laws of the Corporation and, generally, perform all duties incident to the office of the Secretary of the Executive Council and any other duties as may be required by law or by these Articles of Incorporation of the Coalition, or that may be assigned by the Chair of the Executive Council;


d) Comptroller

The Comptroller of the Executive Council shall:

i) be appointed by the President, with the knowledge and consent of the Members of the Board;

ii) serve as the Chief Financial Officer of the Executive Council;

iii) be directly answerable to the Chair of the Executive Council – The Executive Director;

iv) collect and deposit all funds due to the Executive Council, as required by the Board, and make disbursements to meet the obligations of the Executive Council, sub-committees and projects being monitored by the Executive Council;

v) keep full and accurate accounts of receipts, disbursements of funds and all other financial matters of the Executive Council, and render to the Chair of the Executive Council, as well as the entire membership of the Executive Council once a year regular accountings of all financial transactions and fiscal condition of the Executive Council;

vi) coordinate and receive all financial reports from sub-committees, and from projects of the Coalition as a whole;

Section 3: Tenure of Executive Council Officers

a) The Executive Director who shall automatically serve as Chair of the Executive Council shall be appointed by the Board of Directors for a two-year term, with eligibility of being re-appointed for as many successive two-year terms as the Board of Directors may deem necessary.

b) All other officers of the Executive Council, except where specifically indicated by the Articles of Incorporation or the By-Laws, shall be elected by members of the Executive Council for a tenure of two years, with the eligibility of re-election for as many terms as the Council may see fit.

c) Vacancies, Removal and Succession of Officers of the Executive Council

In the case of inability of an officer to discharge his/her duties due to removal from office, by death, resignation or to reasonably discharge the powers and duties of the office, the Executive Director shall recommend to the Board of Directors, and the Board of Directors shall approve by a vote of simple majority, a successor to fill such vacancies until elections are held by the Executive Council to fill such vacancies.


Section 4: Powers, Functions and Responsibilities of the Executive Council

The Executive Council shall:

a) be the functional, executive and implementing body of the Coalition; it is responsible for the day-to-day activities and operations of the Coalition;

b) prepare annual budget, programs and projects for submission to the Board of Directors for approval;

c) implement, execute, supervise, oversee and monitor all programs and projects approved by the Board of Directors;

d) examine, assess, approve and recommend all plans, projects and programs emanating from member-organizations to the Board of Directors for funding;

e) raise, solicit, prepare grant applications, etc., and secure funding from donor agencies in support of programs, projects and budgets of the Coalition;

f) determine its standard of operations (sop) and promulgate rules of its proceedings and measures to discipline its members for cause and, with the concurrence of two thirds of Council members, take whatever punitive measures against its members;

g) in the case of expulsion of a member or member-organization, recommend by a two-thirds majority vote to the Board of Directors such decision to initiate a process of expulsion, which shall follow the procedures included in these By-laws under Corporate Powers of the Board of Directors in Article VI, 6.2, Section 2 (d); and,

h) submit an annual report on the operations, budget and programs of the Corporation to the Board of Directors.


ARTICLE VIII – STANDING COMMITTEES

8.1 Pursuant to the Articles of Incorporation and these By-laws, the Board of Directors, through its President, shall establish the following Standing Committees of the Coalition and their respective Chairs:


a) The Chairperson of the Economic Development and Fund Raising Commission;

b) The Chairperson of the Conflict Resolution Commission;

c) The Chairperson of the Advocacy and Needs Assessment Commission;

d) The Chairperson of the Culture and Media Commission;

e) The Chairperson of the Health and Social Services Commission.

f) The Membership Committee, whose function is to evaluate membership applications by organizations and individuals; after careful review, the Membership Committee shall make recommendations to the Board of Directors. As part of its considerations of prospective Associate members, the Membership Committee shall strive to ensure that the constituency / membership-base of Member-organizations / communities is not undermined. Upon approval by the Board of Directors by 2/3 majority vote and payment of dues, the Member-Organization or Associate Member may join the Coalition. Associate members have the right: (i) to participate fully in the affairs of the Coalition, with the exception that voting privileges in the Executive Council is restricted to Member-organizations; and (ii) to be eligible to serve on the Board of Directors, if nominated and elected by the Executive Council.

g) The Election Committee shall organize elections for the Board of Directors. Board members shall be elected by the Executive Council with the restriction that no more than two Board Members from the same country shall serve concurrently. Member-organizations shall provide no more than two nominations. Associate Members may self-nominate or be nominated by a member-organization; all nominees for Board Membership shall present, for consideration by the Executive Council, their record of accomplishments and contributions and a strategic vision for the Coalition.


8.2 The Board shall, by adoption of resolution, empower the President of the Corporation to establish one or more working committees to consist of one or more members of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the power and authority that may be delegated to it, except that no working committee shall have any power or authority as to the following:

a) fill vacancies on the Board of Directors;
b) adopt, amend or repeal the By-laws of this Corporation;
c) amend or repeal any resolution of the Board of Directors;
d) act on matters committed by these By-laws or by resolution of the Board; and,
e) undertake impeachment or removal proceedings of officers of the Corporation or members of the Board.




ARTICLE IX – INDEMNIFICATION

9.1 Indemnification of Directors. The Corporation will indemnify any Director in accordance with indemnification rights required by law.

a) Mandatory Indemnification. In addition, the Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceedings to which the Director was a party because of being a Director of the Corporation against reasonable expenses incurred by the Director in connection with the proceeding.

b) No Director of the Corporation shall be personally liable to the Corporation or its members for monetary damages as such for any action taken, or any failure to take any action, unless:

i) The Director has breached, or failed to perform the duties of his office as set forth in 15 Pa. CS Sec. 511-512, relating to standard of care and justifiable reliance; and

ii) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions under Section 9.1(b), however, shall not apply to: (i) the responsibility or liability of a Director pursuant to any criminal statute, or (ii) the liability of a Director for the payment of taxes pursuant to local, State or Federal law.

9.2 Advance for Expenses of Directors. The Corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding, if:

a) The Director furnishes the Corporation a written affirmation of the Director's good faith belief that the Director has met the standard of conduct described in Section 9.1(a).

b) The Director furnishes the Corporation a written undertaking, executed personally or on the Director's behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct.

c) A determination is made that the facts then known to those making the determination would not preclude indemnification under Section 9.1 or the Pennsylvania Business Corporation Law.

9.3 Indemnification of Officers, Agents and Employees Who Are Not Directors. The Board of Directors may indemnify and advance expenses to any officer, employee or agent of the Corporation, who is not a Director of the Corporation, to any extent consistent with public policy, as determined by the general or specific action of the Board of Directors.


ARTICLE X – CORPORATE RECORDS

10.1 Maintenance of Records. The Corporation shall maintain adequate and correct books, records, and accounts of its business and properties. Such records shall include, without limitation; permanent recorded minutes of all meetings of its members and Board of Directors, and a record of all actions taken by the members or Board of Directors without a meeting. All of these books, records and accounts shall be kept at its principal office.


ARTICLE XI – AMENDMENTS

11.1 The By-Laws of the Corporation may be amended by an affirmative vote of at least two-thirds majority of members present at any duly convened annual, regular or special meeting of members at which a quorum is in attendance after notice of such purpose has been given.

11.2 The Articles of Incorporation may be amended by affirmative vote of a two-thirds majority of members present or, to the extent not prohibited by law, by affirmative vote of a two-thirds majority of all members of the Board of Directors present, at a duly convened meeting after notice of such purpose has been given.

ARTICLE XII – DEFINITIONS

12.1 For the purposes of these By-laws, the following specific definitions shall be ascribed to the below listed words, terms, phrases and/or groups of words as far as the Articles of Incorporation and these By-Laws of the Coalition of African Communities – Philadelphia are concerned and the context in which they are used, except where there is a conflict in meaning or interpretation, then and in that case, a final meaning shall be determined by a two-thirds majority votes by the Board of Directors:




a) The “Corporation:”

i) All constituent corporations that may be absorbed in a consolidation or merger with the Coalition of African Communities – Philadelphia.

ii) All member-organizations of the corporation acting by authority and on behalf of the Coalition of African Communities – Philadelphia.

b) “Coalition”: Also means the “Corporation;” which also means the “Coalition of African Communities – Philadelphia.”

c) “Member-Organizations”: Individual organizations registered and constituting members of the Corporation.

d) “at large” or “honorary” members of the Board of Directors: means personalities and individuals appointed to the Board of Directors of the Coalition of African Communities – Philadelphia, by the President, with the knowledge and consent of the Board of Directors.

e) “Associate Members”: Individuals from countries or nations in Africa or the African Diaspora, residing in the Delaware Valley, and who have been granted Associate Membership status by the Coalition.


ARTICLE XIII – MISCELLANEOUS

13.1 Fiscal Year. The fiscal year of the Corporation shall begin on October 1 and end on September 30.

13.2 Headings. In interpreting these By-Laws, the headings of articles shall not be controlling.


I, the undersigned, being the Secretary of the Corporation, hereby certify that the above is a true, complete and accurate copy of the By-Laws as adopted by the Board of Directors on January 26, 2002.



Bernadine Ahonkhai, Secretary