Version 2.0 ARTICLE 1: THE NAME AND REGISTERED OFFICE The name of the corporation shall be Congolese Community of Washington Metropolitan, a Non-Profit, charitable and cultural organization, registered in the State of Maryland, USA. ARTICLE 2: THE PURPOSES This corporation is established for the following objectives or purposes: To encourage the development of mutual assistance, love, respect, dignity, and social solidarity among Congolese people in general and its members in particular; To provide the education of Congolese adults and children in Congolese national languages and culture; To contribute to the social promotion of its members and their integration in the American Society; To establish and secure a Congolese Community Center; To organize some educational and informative activities and conferences on various topics of interests to its members; To recognize the merits of its members who excel in the community; To promote and support the Congolese entrepreneurship development in the community; To celebrate the Congolese National Holidays; To organize fundraising activities in order to assist Congolese people by providing them with basic necessities; To participate in any other activities which are not inconsistent with the section 501(c) (3) of the US Internal Revenue Code and applicable to the state laws. 1
VERSION 2.0 ARTICLE 3: THE ORGANIZATIONAL STRUCTURES The structures of the CCWM shall be the General Assembly, the Board of Directors and the local or regional County Councils (in DC, MD and VA) and the Democratic Republic of Congo (DRC) if necessary. SECTION 1: THE GENERAL ASSEMBLY; Is the supreme decision-making body of the CCWM. It has the power to elect and dismiss the members of the Board of Directors, and any of its members. 1.1 Meetings of the General Assembly of the Corporation. The General Assembly shall meet at least once per year (in January). In case of emergency, if the annual meeting of the General Assembly is cancelled, it will be held within the next seven days. 1.2 Extraordinary meeting. The extraordinary meeting of the General Assembly may be called in the case of urgency or for any purposes in the following ways: a) By simple majority vote of the Board of Directors, or b). By the Chairperson of the Board of Directors, or c). by the petition signed by two third of the members of the organization dated and delivered to a member of the Board of Directors. The Board of Directors will determine the time, place and date of any special meeting. Special meetings will be limited to discussing and voting on the items identified in the petition or in the meeting notice. 1.3 Place of Meeting. The annual meetings or special meetings of the General Assembly may be held at any place in the Washington Metropolitan Region but at a location to be determined by the Board of Directors. If no designation of the location is made for any annual or special meeting of the GA, the place of the meeting will be the Registered Office of the Corporation in Washington, DC Region. The Corporation must hold its annual meeting within the fixed above period. If an annual meeting is not held within that time period, a member of the board may direct a request in writing to the Chairperson of the Board of Director of the Corporation to hold the 2 P a g e
Version 2.0 annual meeting. If a notice of meeting is not given within 60 days of that request then any member of the Board of Directors must get a petition of the simple majority of the members entitled to vote at an annual meeting to apply to any court having jurisdiction for an order directing that the meeting be held and fixing the time and place of the meeting. 1.4 Notice of Meeting. The written notice of any meeting will be given 15 to 60 days before the date of the meeting to the members entitled to vote at that meeting. The written notice of the meeting will state the place, date and hour of the meeting, the means of remote communications, if any, and, in the case of a special meeting, the purpose (s) for which the meeting is called. SECTION 2: THE BOARD OF DIRECTORS, 2.1. Board role, size, and compensation: (a) The board is responsible for overall policy and direction of the organization, and delegate responsibility of day-to-day operations to the staff and committees. (b) Appoint and remove, designate and discharge, and except as otherwise provided in these Bylaws, prescribe the duties of all officers; (c) Meet at such times and places as required by these Bylaws; (d) Register their addresses with the Secretary of the corporation and notices of meetings mailed or faxed to them at such addresses shall be valid notice thereof. (e) The board shall have up to 12 members, but not fewer than 9 members. (f) The board receives no compensation other than reasonable reimbursements of approved expenses. (g) The Board of Directors of the CCWM shall have authority to acquire and dispose of all assets and property necessary for the operations of the organization according to its internal rules and regulations, to approve its annual budgets, and to conduct all business appropriate to the mission of the organization as set out in its present bylaws. 2.2 Terms: All board members shall serve two-year terms until his or her successor is elected or qualify. They are eligible for re-election for up to 2 consecutive terms. 2.3 Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. 3
VERSION 2.0 The Board may meet more frequently if the Chairman determines that there is pending business of such importance or urgency as to require the immediate attention of the Board. Except for a decision to liquidate the organization all decisions of the Board will be by simple majority vote. If there is a tie vote, the votes of any Board members not in attendance will be sought by telephone to break the tie. If those members cannot be reached within a reasonable time, the Chairman may break the tie. If the Chairman or President is unable to attend a given meeting, the Vice-President in the absence of the later, other members may elect a Chairman Pro Tem to preside for that meeting only. The Chairman (or Chairman Pro Tem) is responsible for conducting the meeting and transmitting its decisions to any members who may not have attended, to the Officers of the organization, and to any other interested parties including, councils, external committees. 2. 4 Board elections: New directors and current directors shall be elected or re-elected by members and the voting representatives of members at the annual meeting.directors will be elected by a simple majority of members present at the annual meeting. 2. 5 Election procedures: (a) A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the organization diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to send one representative to vote for each candidate. (b) All board member candidates shall have irreproachable ethics and moral values in the community. (c) To qualify, the candidate shall demonstrate strong interest and good understanding of the CCWM mission, which can be established by serving the community at least full term on the board of directors and be exclusively of Congolese origin. 2. 6 Quorum: (a) A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass. No business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and only motion which the Board Chair or members shall entertain (adopt) at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. (b) When a meeting is adjourned for lack of quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 3 of this Article. (c) The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting provided that any thereafter taken must be approved by 4 P a g e
Version 2.0 a least majority of the required quorum for such meeting or such greater percentage as may be required by law, or the article of Incorporation of Bylaws of this corporation. 2. 7 Officers and Duties: There shall be four officers, consisting of a chair who is the facto the president of the organization, vice-chair, secretary and treasurer. Their duties are as follows: The chair He or she is the president and the Chief Executive Officer (CEO) of the organization. The Chair is the oath-officer of the Congolese Community of the Washington Metropolitan Bylaws, which he or she shall respect in performing any and all duties entrusted with by the articles of corporation. (a) He or she shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vicechair, secretary, treasurer. (b) He or she has day-to-day responsibilities for the organization, including carrying out the organization s goals and policies. (c) The chair or president will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary. (d) Appoint with a confirming majority vote of the General Assembly the chair members of all Committees (e) He or she is the parliamentary authority on all procedures including translation of all proceedings. (f) Maintain the master copy of the bylaws. (g) Coordinate corporation activities with other officers. (h) Supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as maybe required by law, by the article of Incorporation of his corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of directors. The vice-chair or vice president shall chair committees on special subjects as designated by the board. (a) In the absence of the President (Chair), preside at meetings, (b) Act in capacity of President (Chair) if the President is unable to perform duties or resigns from office in which case the Vice President shall serve for 90 days until special elections are held to elect a new president. The Board of Directors shall appoint a special Nominating Committee to organize these special elections. (c) He or she is the Public Relation person for the corporation, 5
VERSION 2.0 (d) As the Public Relations person for the corporation, the Vice President works closely with all Committees. (e) Conduct marketing activities to assist the Finance Committee. The secretary He or she shall be responsible for keeping records of board actions, including (a) overseeing the taking of minutes at all board meetings, (b) sending out meeting announcements, (c) Assuring that corporate records are maintained. (d) Prepare and publish minutes of all Board meetings and General Assembly meetings as well. (e) Keep true and accurate records of the proceedings at all Board meetings, (f) Coordinate communication among Board members and disseminate information among them as well. (g) Perform all other duties imposed upon this office by these bylaws and as otherwise directed by the President. The treasurer (a) The Treasurer shall be an experienced professional. He or she will have oversight of the financial affairs of the organization, and will be the channel of communication between the Board and the Chief Financial Officer of the organization. (b) He or she shall make a report at each board meeting. (c) The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members, membership, and the public. (c) Maintain the bank account(s) of the corporation, (d) Receive, record and report all money received and paid by the corporation, (e) Prepare and present financial reports to the General Assembly at each General Assembly meeting. (f) Keep book records, (g) File all financial statements and reports, (h) Work with the Membership committee to determine membership status All appointed officers should serve until the next general or special election or until his or her death, resignation or removal from office. 2. 8 Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term. 2. 9 Resignation, termination, and absences: 6 P a g e
Version 2.0 Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a threefourths vote of the remaining directors. 2.10 Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance. SECTION 3. COMMITTEES 3.1. Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair proposes all committee chairs. 3.2 Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. 3.3. Advisory Committee. Their shall be an Advisory Committee of two (2) or more members who are elected officers. They will be known as Elders of the corporation. They shall be appointed by the President and approved by the General Assembly to serve as advisors in the corporation. The Advisory Committee shall: a. Counsel with the corporation members and if necessary provide conflict resolution on matters pertaining to the corporation. b. Exchange opinions, ideas, and advices susceptible of preserving and promoting the welfare of the corporation. 3.4. Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must 7
VERSION 2.0 approve the budget and all expenditures must be within budget, which are subject to the approval of the General Assembly. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public. 3.5. Social Committee: (a) Maintain a calendar of all events and ensure that appropriate information is submitted to the Secretary for distribution to all members, (b) Plan social activities for the corporation, (c) Coordinate with the finance Committed to organize fundraising events, (d) Reach out to the members to ensure integration and harmony. 3.6. Membership Committee Shall; (a) Administer membership recruitment effort and be responsible for outreach, marketing and soliciting new members, (b) Keep accurate membership records, telephone directory and email addresses, (c) Inducting all new members at the General Assembly and coordinate with the finance Committee to update membership status. SECTION 4: MEMBERSHIP: 4.1: Eligibility for membership; Any person, whose origin is the Democratic Republic of the Congo, resides in the greater Washington Metropolitan Area and support the purpose statement in article 1. 4.2: The membership categories shall be; (a) Solo membership, for individual (b) Family membership, for two or more persons in a family including any children up to the age of 17. (c) Associate membership, for any person who is not of the Congolese origin, but has ties with the Congolese community by way of friendship, 8 P a g e
Version 2.0 (d) Honorary membership, for special persons of distinction as determined by criteria established by an Ad Hoc committee and approved by the General Assembly. 4.3: Termination and Removal of Membership; (a) Voluntary resignation ; Members may voluntarily resign from this association by filing a written notice with the Secretary to be acknowledged upon by the General Assembly, provided that all such member' s obligations to the association are first discharged in full. (b) Suspension; Members of all categories may be censured, suspended or expelled for the following reasons; 1) Violation of these by-laws or for conduct unbecoming of a member. 2). for actions injurious or prejudicial to the welfare of the association, 3). for failing to pay any regularly levied dues, as herein provided. 4.4: Membership Dues and Fees; 4.4.1. Membership fees shall be fixed by the Board of Directors and approved by the general assembly. These fees shall be paid once so long as membership remains active. 4.4.2. Dues shall be paid per person or per family membership. All dues are payable by the end of every month and become delinquent after 90 days. 4.4.3. All members of the Association shall be personally liable to the Association for their dues and fees. No elected officer or member shall be personally liable for the debts, liabilities, expenses or obligations approved by the Association. SECTION 5: CORPORATE SEAL and MAILING ADDRESS 5.1. Corporate seal; The corporate seal shall have inscribed thereon the name of the Corporation and the words Corporate seal. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. In the event, it is inconvenient to use such a seal at any time, the signature of the President of the Corporation followed by the word ''Seal'' enclosed in parentheses shall be deemed the seal of the Corporation. 9
5.2. Corporate Mailing Address CONGOLESE COMMUNITY OF WASHINTON METROPOLITAN VERSION 2.0 The Corporation will have an official mailing address inside the greater Washington Metropolitan Area. SECTION 6: AMENDMENT OF These bylaws may be altered, amended or repealed. And any new bylaws may be adopted by the majority or the two-thirds of the General Assembly. A petition to amend the bylaws, when signed by no less than one-third of members of the Corporation and submitted to the Secretary shall be promptly considered at the next meeting of the Board. SECTION 7: ARTICLE XI: DISSOLUTION CLAUSE The Congolese Community of Washington Metropolitan may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the Voting Members (status determined by Membership Committee). Upon dissolution or other termination of The CCWM, all remaining assets of CCWM, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provision therefore, shall be distributed to such tax-exempt organizations (with purposes similar to those of The CCWM) as shall be chosen by the then existing Board of Directors of The CCWM. 10 P a g e
Version 2.0 WRITTEN CONSENT OF DIRECTORS ADOPTING We undersigned, are all the persons named below as the current serving Directors of the Congolese Community of Washington Metropolitan, a Maryland nonprofit corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the forgoing Bylaws, consisting of twelve (12) pages including the signatures page of CCWM corporation Bylaws. Pursuant to present Bylaws amendment as adopted by the current Board of Directors, signed under the current titles of Directors; effective May 12, 2005, version 2.0 of the new amended CCWM Bylaws take effect. CERTIFICATE OF SIGNATURE OFFICERS DIRECTORS This is to certify that the forgoing Bylaws amended based on CCWM member s suggestions were truly reviewed by all members and approved/adopted by the Board of Directors of said corporation, which I am currently member of as: 1) Jean Mayaka, President 2) Hilaire Ngimbi, Vice-President 3) Christian Kanonga, General Secretary 4) Marcel Kakwata, General Treasurer Name, Titles and Signatures, and Date 11
VERSION 2.0 5) Ilo Mutombo, Head Audit Department 6) Roger Shakembo, Head Social & Cultural Department 7) Tshitenge Mutombo, Head Public Relation Department 8) Mamie-Régine Pakasa-Diomi, General Rapporteur 9) Rev. Zemba Mushipay, Assistant General Secretary 10) Therese Talamaku, Deputy Auditor 11) Fiston Talahumbu, Deputy Public Relations 12) 12) Manga Mavoka, Assistant General Treasurer 12 P a g e