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CONSTITUTION

OF THE

UPPER BAMBARA DESCENDANTS' ASSOCIATION


USA-BRANCH

AMENDED & RATIFIED


NOVEMBER 2009
TABLE OF CONTENTS
PAGE
PREAMBLE………………………………………………………………………………….………......3-3
ARTICLE I
NAME…………………………………………………………………………………….…..…………..4-4
ARTICLE II
PURPOSES AND PRINCIPLES (section 1-2)……………………………………….…….....................4-5
ARTICLE III
MEMBERSHIP (section 1–10)…………………………………………………….…………...………..6-8
ARTICLE IV
THE ASSOCIATION…………………………………………………………….…………. ….……...8-8
ARTICLE V
OFFICERS (section 1-7)………………………………………………………….………… …..….…...8-9
ARTICLE VI
BOARD OF DIRECTORS…………………………………………………….……………...…….….9-12
ARTICLE VII
EXECUTIVE COMMITTEE…………………………………………………….………………..…......12-12
ARTICLE VIII
OATH OF OFFICE (section 1-2)………………………………………………….………..……….…12-12
ARTICLE IX
DUTIES OF OFFICERS (section 1-14)………………………………………….………………..….….13-20
ARTICLE X
FINANCIAL MATTERS…………………………………...………………….…………………….....20-20
ARTICLE XI
MEETING (section 1-3)………………………………………………………………….….……..….....20-21
ARTICLE XII
EXECUTIVE COMMITTEE (section 1-6)…………………………………………….….….….........21-21
ARTICLE XIII
ELECTIONS (section 1-11)…………………………………………………………….………………..22-23
ARTICLE XIV
ORGANIZATIONAL DISCIPLINE (section 1-10)……………………………….…….....................23-24
ARTICLE XV
ASSOCIATION AUTHORITY (section 1)………………………………………….…….…….……....25-25
ARTICLE XVI
ADOPTION AND SIGNATURE (section 1-2)…………………………………….…………..….......25-25
ARTICLE XVII
STANDING RULES AND ORDER (SECTION 1-2)……………………………….…………....…......25-26
ARTICLE XVIII
AMENDMENT AND RATIFICATUON OF THE CONSTITUTION (section 1-3)……….……....26-27
ARTICLE XIX
STATEMENT OF RATIFICATION AND SIGNATURE………………………………….…..….……28-29

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PREAMBLE
We the descendants of the Upper Bambara chiefdom in the
Kailahun District, in the Eastern Province of Sierra Leone and
our associates resident in the United State of America, in our
desire to assist our People and the chiefdom after the decade of
devastating war, which resulted in wanton destruction of lives and
property have resolved to work together to bring about the needed
assistance to our people and have therefore resolved to establish
the ‘Upper Bambara Descendants Association’ USA Branch; and
adopt this document as our constitution for the governance of the
Association and shall serve as the sole legal document for the
Association. This constitution will uphold and promote
unity, foster understanding and co-operation among its members
and shall be the guiding Instrument which shall be referred to,
referenced and quoted as and when necessary. This constitution
will be ratified in a General Meeting of the organization and the
membership present shall attest their signature, which shall ratify
the constitution and makes it legal document by which the
organization shall operation.

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ARTICLE I

NAME

The name of this organization shall be the Upper Bambara Descendants' Association, U.S.A., which shall
be referred to hereafter as the "Association" or by the acronym "UBDA."

ARTICLE II

PURPOSES AND PRINCIPLES

Section 1

The purpose of the UBDA shall be:

(A) To operate as a Non-profit organization;

(b) To inspire in members active and useful participation in UBDA affairs and acceptance of the
responsibilities of citizenship;

(c) To familiarize the American public with the culture and development potential of Sierra Leone in
general and UBDA in particular;

(d) To promote in the interest of the UBDA membership, a program of educational, legal and familial
assistance, and projects;

(e) To develop firm friendly relations among members based on respect for the principle of equal
rights and personal integrity;

(f) To instruct members in the fundamental traits of self-sacrifice, self-confidence, and


self-government for the attainment of leadership and distinction in the accomplishment of a
democratic society, economic growth with equity, and political integration in Sierra Leone in
general and Upper Bambara Chiefdom in particular, in cooperation with other Sierra Leonean
organizations.

(g) To help generate funds which shall be used solely for the development of the chiefdom and its
people.

(h) To coordinate activities directly with the chiefdom and follow-up on all development programs
inherited by this organization.

(i) To encourage our brothers and sisters in the Diaspora outside of the USA to establish similar
association and assist them where necessary to succeed.

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Section 2

The Association and its members, in pursuit of the purposes stated in Section 1, shall act in accordance
with the following principles:

(a) The UBDA is based on the equality of its members;

(b) All members, in order to ensure to all of them their membership rights and benefits, shall
faithfully fulfill the obligations assumed by them in accordance with this Constitution;

(c) All members shall support any action the UBDA takes is accordance with this Constitution;

(d) All members shall refrain from the threat or the use of physical harm and profane language against
one another in and outside the proceedings of the UBDA and its activities;

(e) All members shall resolve their differences by peaceful means in accordance with this
Constitution;

(f) The UBDA shall neither interfere in the purely personal affairs of any member, nor ask members
to present such matters to it for settlement; the exception to this principle shall be a written request
made by the member or members concerned that shall specifically call for the USDA's
intervention;

(g) The UBDA shall not take a collective stand on political issues; but, while the UBDA members
shall remain free to do so individually, any views that they may express shall be theirs and not
those of the USDA's.

(h) No fund generated by UBDA shall be used for political issues. All shall be used strictly for
development of the chiefdom. No loan shall be made by the association to any officer or member.
No loans shall be contracted on behalf of the organization and no evidence of indebtedness shall
be issued in its name unless authorized by a two-thirds majority vote of the active membership.

(i) The association’s fiscal year shall be from January 1st


through December 31st.

(j) The association logo shall be in such form and bear such inscription as may be adopted by
resolution of the membership, or by usage of the officers on behalf of the association.

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ARTICLE III

MEMBERSHIP

Section 1

There shall be two categories of membership: “Membership by Origin” and “Honorary Membership".
Only ‘membership by origin’ shall be eligible to vote.

Section 2

To attain active membership with privileges of voting and holding executive office, a member must not be
more than two months in arrears. To remain in active standing, the members must also attend at least two
regular meeting during the year.

Section 3

Any other resident of the U.S.A. who is related to a full or voting member by marriage shall be eligible
for associate membership, provided that such resident shall be proposed by his family member and
seconded by another voting member of the association. A proposal for associate membership signed by
two endorsers shall be sent to the General-Secretary, who shall report the application for consideration by
the Assembly at its next regular meeting. Election to associate membership shall require a two-thirds
majority of the members present and voting. Associate membership shall carry no financial obligations, or
rights to vote or hold office. Financial contributions by associate members shall be voluntary.

Section 4

The Registration fee for voting members shall be fifty dollars ($50) - a one time fee, payable to the
Financial Secretary and accompanied by a completed Application Form. The membership fee IS NOT
refundable.

Section 5

The monthly dues for voting members shall be ten dollars ($10), payable at or before the Assembly's
regular meeting. The Financial Secretary shall notify members who are over five months in arrears by
letter, and any member whose dues are not paid within thirty calendar days thereafter may have the
exercise of his rights and privileges suspended by the Organization, unless the Organization is satisfied
that the failure to pay stems from circumstances beyond the member's control.

Section 6

All members shall retain the right to withdraw from the UBDA whenever they desire.

(a) Any member in good standing who wishes to resign from the
Association shall submit his resignation in writing to the General Secretary, who shall present it to
the Assembly for action. Should the member decide subsequently to re-apply for membership, he
shall be treated as a new applicant subject to the following provisions this Article: Sections 2 and
4 in the case of voting members, and Section 3 in the case of associate members.

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(b) Any member who departs from the United States to permanently reside elsewhere shall
automatically lose his membership. Such a member may upon his return to the United States
qualify for re-admission under section 2, but he shall be exempt from the provisions of Section 4
of this Article. However continuing membership shall be the choice of the member and any
decision reach by a 2/3 majority shall be binding on such member.

Section 7

The rights and privileges of members in good standing shall include the right to:

(a) Receive notice of regular meetings and all previous notices required to be given under
the by-laws or rules;

(b) Attend meetings and to expect them to be opened reasonably, promptly, within fifteen minutes, if
a quorum is present;

(c) Make motions and amendments, or to second them;

(d) Debate motions which are debatable;

(e) Vote on motions;

(f) Apply motions of higher rank on pending motions;

(g) Nominate and be nominated for office, and to elect or be elected to office;

(h) Make enquiries, parliamentary or informational, and also necessary requests;

(j) Enjoy reasonable quiet and peaceable attendance, free from abuse, danger or menace to safety,
health, and integrity;

(j) Participate in UBDA's social and other related activities.

Section 8

Upon the recommendation of one member, seconded by another member, and by a two-thirds majority
of the members present and voting by secret ballot at a regular meeting of the Association honorary
membership can be bestowed on any person who is neither a current nor a past member of the UBDA
and who otherwise is ineligible for membership, in appreciation of notable material or non-material
contribution he shall have made to the association or to the welfare of one or more of its members. An
honorary member shall have none of the obligations of regular membership, but he shall have the right to
attend meetings in peace and quiet and to speak in debate. But should not participate in elections and
should not be elected to an office

Section 9

The founding members of the UBDA shall be the persons who were present at the April 19, 2003
meeting and paid their registration fees before June 1, 2003

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Section 10

The masculine pronoun "He" shall connote the feminine ”She".

ARTICLE IV

THE ASSOCIATION

Section 1

The Association shall consist of all members of the UBDA whose admission to and retention of
membership shall be in keeping with the provisions of Article 3, Sections I through 5 inclusive.

Section 2

As the rule-making and principal organ of the association, the Assembly shall have the power to discuss
and take action on any questions and matters within the scope of this Constitution. The Assembly shall
have the authority to supervise and review all activities of the UBDA. It shall be the Assembly's duty to
consider the reports and the recommendations of the various committees, to elect officers and committee
chairmen, to act on applications for membership, to consider the budget and to chart the general course of
the association. The Assembly may also approve increases in membership fees and monthly dues, amend
the Constitution, take disciplinary action against unruly members and derelict officers, and initiate action
on any committee. The Assembly shall have the final decision on all actions taken in accordance with this
Constitution.

Section 3

The Assembly shall not deny or restrict the rights and privileges of membership; this denial of authority
shall not extend to disciplinary action which shall be taken in accordance with this constitution.

ARTICLE V

OFFICERS

Section 1

The officers of the UBDA shall be a President, a Vice-President, a General-Secretary, Assistant


Secretary General, Financial Secretary, Treasurer, Social Secretary, Assistant Social, Public Relation
Officer, and Regional Coordinator.

Section 2

At a regular meeting date agreed upon by the general membership, these officers shall be elected to serve
for a two year term. The election shall be conducted at the end of the year and the new officers shall take
office in the New Year.

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Section 3

In the event of a vacancy in the office of president, it shall be filled immediately by the vice-president. If
the vice-president is incapacitated or not able to perform that duty, the house shall meet to decide on a
new leader.
Section 4

In the event of a vacancy in the office other than president, the association shall fill the vacancy at its
regular meeting or at a special meeting called for the purpose, with due notice therefore to all members in
either case.

Section 5

In an event that a vacancy occurs before the end of the term of office, the ‘Assistant’ for the office shall
automatically fill the vacancy, while a vote will be taken to have the vacant office of the ‘Assistant’ filled.

Section 6

No member shall serve for more than two successive two year terms in the same office. All officers shall
be nominated and voted for before holding Executive position, except with the approval of the assembly.

Section 7

All officers of the UBDA shall take the following oath of office at the time of their election, or, in the
necessary absence of any officer at the time, at a later time.

ARTICLE VI

BOARD OF DIRECTORS

The organization shall have five Directors. They shall be known as Board of Directors. The qualified
persons shall be one Americans, who shall be drawn from within our communities and four Sierra
Leoneans. They shall be charged with overseeing the operations of the Organization.

QUALIFICATION

All Directors shall be


a) Adult, over the age of 25 years.

b) They shall be known by members of the organization as been respectable citizens in the
community

c) They shall be expected to attend meetings

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d) They shall be expected to maintain confidentiality of all of the organizations programs and
activities
e) They shall demonstrate moral and ethical behavior

f) They shall be willing to represent the organization when called upon to do so.

MEMBERSHIP

The Board of Directors shall comprise of five members;


One Americans
The President of the corporation
The Secretary of the corporation
Two Sierra Leoneans resident in the United States

POWERS

Subject to the law of the State and any limitation in the Articles of Incorporation and these Bylaws
relating to action required or permitted to be taken or approved by the members, if any, of this
corporation, the activities and affairs of this corporation shall be conducted and all corporate powers
shall be exercise by or under the direction of the board of Directors.

DUTIES:

It shall be the duties of the directors to:

a) Perform any and all duties imposed on them collectively or individually by Law, by the Articles
of Incorporation, or by these by laws;

b) Appoint and remove, employ, discharge, and, except as otherwise provided in the bylaws,
prescribe the duties and fix compensation, if any, of all officers, agent and employees of the
corporation.

c) Supervise all officers, agents and employees of the corporation to assure that their duties are
performed properly

d) Meet at such time and places as required by the bylaws

e) Register their addresses with the secretary notices of meeting to be mailed to them and shall be
valid notice thereof;

TERM OF OFFICE

Each director shall hold office for the period of three years and until his or her successor is elected and
qualifies.

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COMPENSATION

The services of the Directors shall be voluntary. Directors will NOT be compensation. However they shall
be reimbursed for any expenses incurred on their part in the performance of their duties and on behalf of
the Organization.
PLACE OF MEETING

Meeting shall be held at the office of the Organization except otherwise provided by the board or at such
Other places as may be designated from time to time by resolution of the Board of Directors.

REGULAR MEETINGS

Regular meetings of the Board shall be held quarterly- March, July, and November to correspond with the
general meeting date. In the November meeting each year the directors shall review the programs of the
organization with the Executive and come up with an attainable program for the coming year, provided
the Organization has the funding.

NOTICE OF MEETING

The Secretary General shall serve as secretary of the Organization and shall be responsible to give at least
one month notice prior to the meeting. However, all the host states shall draw up a calendar for their
meetings in March, July, and November; and as such only a reminder shall be sent. Such reminder shall
state the Date, Venue and Time of the meeting. All communications for meeting shall be via email and
followed by a telephone call, or writing, which ever method that is viewed as the best applicable to notify
members.

QUORUM FOR MEETING

The quorum shall consist of three (3) members of the board present, except otherwise as provided under
the articles of Incorporation, these Bylaws. Or provisions of the law, no business shall be considered by
the members at which the required quorum is not present.

CONDUCT OF MEETINGS

The chairperson of the board shall preside over all the Board meeting, or, if no such person has been
designated or, in his or her absence, the president of the corporation or, in his or her absence, by the Vice
President of the corporation or, in the absence of each of these persons, by the chairperson chosen by the
majority of the directors present for the meeting. The secretary of the corporation shall act as secretary of
all meetings of the board, provided that, in his or her absence, the presiding office shall appoint another
person to act as secretary of the meeting.

VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director,
and (2) whenever the number of authorized directors is increased.

Any director may resign effective upon given a written notice to the chairperson, the president, the

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secretary, or a member of the board of director, unless the notice specifies a later time fore the
effectiveness of such resignation. No director may resign if the corporation would then be left without a
dully elected director or directors in charge of
its affairs.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the
law of the State. In a case like this, 75% of majority vote of all the directors shall be required for removal.
Unless otherwise prohibited by the Article of Incorporation, these Bylaws or provisions of the law,
vacancies on the board may be filled by approval of the Board of Directors. If the number of directors
then in office is less than the quorum, a vacancy on the board may be filled by approval of a 75% majority
vote of the directors then in office or by the sole remaining director. A person elected to fill a vacancy on
the board shall hold office until the next election of the Board of Directors or until his or her death,
resignation or removal from office.

NON LIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent
permissible under the laws of the state.

INSURANCE FOR CORPORATE AGENCIES

Except as may be otherwise provided under provisions of law, the board of directors may adopt a
resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the
corporation (including a director, officer, employee or other agent of the corporation) against liabilities
asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such,
whether or not the corporation would have the power to indemnify the agent against such liability under
the articles of incorporation, these bylaws or provision of law.

ARTICLES VII

EXECUTIVE COMMITTEE

The Organization will be administered by an Executive Board which shall comprise of the following
offices – President, Vice President, General Secretary, Assistance General Secretary, Financial Secretary,
Treasurer, Social Secretary, Assistance Social Secretary, and Whip. The Executive Board will be
responsible to the Board of Directors.

ARTICLE VIII

OATH OF OFFICE

Section 1

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Officers shall assume their duties at the end of the regular meeting held for the election of officers.
Handing over of all official documents shall be done at the end of the meeting.

Section 2

The organization's oath of office shall be administered by the chairman board of directors, following
immediately after all offices have been voted for and shall read as follows;

"I, (pronounce name) do solemnly promise to abide by the rules, regulations and by-laws of UBDA-USA,
to respect, promote and abide by the constitution of the Upper Bamabara Descendant Association; and
promise to perform the duties of my office to the best of my knowledge and ability, so help me God."
ARTICLE IX

DUTIES OF OFFICERS

Section 1

The President shall:

(a) preside at all meetings of the association, general and executive meetings, calling such meetings
to order on time and directing proceedings to the end of meeting. such meeting shall be conducted
with a quorum of 50+1 members in attendance;

(b) maintain order in the meeting at all times, ensuring members speak through the chair and within
an allotted time;

(c) respond to all enquiries from members regarding association’s procedures or factual

information relating to the business of the association;

(d) protect the assembly from obviously frivolous or dilatory motions by refusing to recognize/accept
them;

(e) state each motion after it has been seconded and before opening debate; and after debate, restate
the motion before taking a vote, and announce the results after each vote has been taken;

(f) authenticate by his signature, when necessary, all acts, orders and proceedings of the Assembly;

(g) be ex-officio member of all committees, and be the tie breaker in a meeting;

(o) implement and enforce an UBDA attendance policy.

(p) serve as liaison between UBDA-USA and the Chiefdom through a designated
person to be
nominated and approved by the membership. When necessary, do direct communication with the
chiefdom through the Paramount Chief.

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(q) The President, with the consent of his Administration, shall cancel regular meetings of the
organization and inform the general membership immediately.

(r) shall appoint a qualified member to temporarily act in a vacant office before the
next general meeting within which period an election for the office shall be held.

(s) shall ensure that signatories of the Administration's account are exchanged
between the incoming and outgoing Administration within one month following the beginning of
the term of office.

(t) shall ensure that individual members are free to perform the Organization
functions to the best of their abilities but for the greatest good of the Organization. However, he
shall enforce the constitution when and where appropriate.

(u) shall receive the letter(s) of resignation from the Board Chairman and all other
elected officials of his Administration and committee members. He shall receive a simple majority
consent of the general membership in a general meeting for any appropriate action.

(v) shall protect, preserve, abide by and enforce the constitution at all times. He
shall immediately inform the general membership of any enforcement action.

(w) either in the March or in the July meeting of the year before the general elections, the President
shall give, in writing, a State of the Organization address. A verbal state of the Organization
address shall not be accepted. A President that has not done so shall not be allowed to contest for
any office. He shall be suspended from the Organization forthwith until compliance with this
provision.

LIMITATIONS
a) The President shall not conduct general election, cancel a pre-scheduled election or be involved in
any violation of the Organization's constitution.

b) shall not remove any elected official from office except by the due process of the constitution.

c) shall not prevent any committee or individuals from directly reporting to the general membership
in a general meeting on all official matters of UBDA. Such members shall follow orderly,
appropriate procedures for the reporting.

d) shall assist when required but not impede the official duty of a member

Section 2

VICE-PRESIDENT

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The Vice-President shall:

(a) assume and perform the duties of president in the absence or disability of the president;

(b) In the event of resignation, death, removal, or departure of the president from the United States,
become the president for the duration of the term.

(c) represent the president on occasions designated by him; and

(d) Advice the president on issues affecting the association.

section 3
GENERAL SECRETARY

The General-Secretary shall:

(a) in consultation with the chairman prepare the agenda and keep minutes of all meetings of the
assembly and of the executive committee;

(b) maintain on file all committee reports, attendance list, and record of all committee members;

(e) prepare and make the records available at the general meeting and to members upon request
provided the requested member pays the postage cost;

(f) notify officers and committee chairpersons of their appointment/election to a committee, furnish
committees with whatever documents required for the performance of their duties;

(g) have a copy of the constitution with him at all meetings;

(h) assist the president when called upon;

(i) in consultation with the executive committee, prepare the agenda for general and executive
meetings;

(j) prepare a brief annual report;

(k) prepare updated membership list in consultation with the financial secretary and present at general
meeting.

(l) shall clear reports with the President and shall take the advice and corrections of the President
into account - so long as the interest of the organization and the integrity of the

Section 4

ASSISTANT SECRETARY GENERAL

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a) shall be the recording secretary of the Administration's executive meetings.

b) shall perform other duties as the President, with the consent of his Administration, shall assign
from time to time.
c) shall assist the secretary general.

d) shall act in the absence of the secretary general and shall be vested with all the rights, privileges
and responsibilities thereto.

(l) When the office of the secretary general becomes vacant during the term of office, the assistant
secretary general shall become the secretary general with all the rights, privileges and
responsibilities thereto.

Section 5

TREASURER

a) The Treasurer shall be the secretary in charge of the organization's checkbooks, deposit and
withdrawal slips and all other such appropriate documents for financial transactions.

b) Immediately following the end of the general meetings and other UBDA function(s), the Treasurer
shall collect the Organization's funds (cash, checks) from the financial secretary or other officers.
In the case of a fund raising event, the amount collected shall be counted in the presence of the
President, other members of the executive and any other UBDA members, before departing from
the scene. A document stating the amount collected, date and witnesses shall be signed by the
Treasurer and the person from whom the money is received.

c) shall deposit into the Organization's bank account(s) within three working days all funds entrusted
into his care.

d) shall present a deposit slip to the members in the following general meeting. He shall submit a
copy of the deposit slip to the financial secretary, in the following general

e) meeting. He shall present the bank deposit slips of all transactions to the general membership in a
general meeting.

f) shall give a comprehensive written report of receipts, expenditure and deposits to the
membership in the general meeting.

g) shall clear reports with the President and shall take the advice and corrections of the President into
account so long as the interest of the organization and the integrity of the Treasurer are not
compromised. Should any insubordination result based on this provision, the Treasurer shall
immediately and fully inform in writing, the Board and the membership as to the circumstances
thereof.

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h) shall submit a written comprehensive financial report of all his transactions in the last general
meeting of each year.

i) within one month following the beginning of the term of office, the Treasurer shall give one copy
each of all financial documents to the new Administration and to the Board of Directors.

j) shall submit monthly, written transaction reports in the general meetings.

Section 6
Financial Secretary

a) The financial secretary shall maintain an accurate record of financial transactions of the
Organization.

b) shall announce the total amounts owed: in dues, tickets and pledges; the amounts collected in each
area and the balances due to the members in every general meeting.

c) shall make financial roll call of all the members in every general meeting. The amounts owed and
paid shall be announced for every member.

d) shall maintain a ledger of all the members stating the monthly dues owed or paid, pledges, tickets
owed or paid etc. etc.

e) shall maintain a sign-in-book for those who pay and issue receipts of payment in every meeting

f) notify members who are three months in arrears by letter, and any member whose dues are not
paid within thirty calendar days thereafter may have the exercise of his rights and privileges
suspended by the Association.

g) shall have his books, vouchers, and records available to be audited by the membership or by
auditors appointed by the organization..

Section 7

WEB MASTER

Web Master (Public Relations Officer ) shall:

(a) responsible for publicizing UBDA General Meetings and Events;

(b) delegate duties to the publicity sub-committee;

(c) responsible for preparing advertisements and event packets for UBDA events; and

(d) Coordinate all the activities of the web site. Post new information and update old and outdated
ones;

(e) Public Relations Officer shall work in consultation with

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the Social Secretary and Assistant.

Section 8
SOCIAL SECRETARY

The social and publicity secretary shall be in charge of the official social activities of the Organization.

(a) The Social Secretary shall be assisted by his assistant.


shall be the chairman of the social committee.
(b) shall submit an estimate of any pending official function to the general membership in a general
meeting before the event. The members shall vote to: revise, reject or approve the funding.

(c) shall submit a comprehensive written statement of revenue and expenditure to the general
membership at the first general meeting following each function.

(d) The social secretary shall announce pending functions affecting the Organization, the members
and/or the community in the preceding general meeting and wherever appropriate.

(e) shall clear reports with the President and shall take the advice and corrections of the President into
account as long as the interest of the Organization and the integrity of the social secretary are not
compromised. Should any insubordination result based on this provision, the social secretary shall
immediately and fully inform in writing, the Board of Directors and the membership as to the
circumstances thereof.

(f) Within one month following the election, the Social Secretary shall submit, one copy each, all
documents of the Organization to the Board of Directors and the new Administration.

Section 9

THE WHIP

a) The Whip shall maintain order at all UBDA meetings.

b) shall maintain an attendance list for every general meeting.

c) shall impose a fine after two (2) verbal warnings have been given to those members who continue
to behave in manners not conducive to the healthy atmosphere of the meeting.

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d) shall recommend to the President that member(s) be asked to leave a meeting hall or that other
appropriate actions be taken when such members have become very disruptive.

e) shall submit the list of fines levied, collected and uncollected, to the financial secretary by the end
of the meeting.

f) shall ensure that the financial secretary properly records such fines. The fines are deducted from
dues already paid or it shall be added on to their monthly dues accordingly.

g) shall announce the names of members who were in violation and the amount of fines collected in
the present and previous meetings.

Section 10

AUDITORS

(a) The Auditors shall be responsible to audit the books in November of every year.

(b) They shall report to the General membership.

(c) Auditors will be appointed by the Association.

Section 11

In the absence of the president and vice-president, the general secretary shall call the meeting to order,
preside until the election of a chairman pro tem. Which shall take place at once; but the meeting shall
continue; even if the president and vice-president show-up late.

Section 12

The president or the one who presides in the president's absence shall avoid taking sides in debate with
members on questions before the Assembly unless he first surrenders the chair. The president or one
presiding in his absence, need not surrender the chair to debate an appeal from his decision on any
motion, nor shall he be required to surrender the chair when debating questions at Executive Committee
meetings.

Section 13

All officers shall have the same rights and privileges as any other UBDA member of the Association

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Section 14
RESIGN

The following classes of members shall resign immediately in writing and orally as the case may be, from
their offices for the reasons listed below. Those who fail to do so shall be classed as insubordinate.
Insubordinate members shall be automatically removed from their offices and shall not serve in any
official capacity for five years.

a) Members serving in an elective office in the Administration but interested in running for the Board
or serving on the Board but interested in an office in the Administration - shall resign in writing
prior to declaration. He shall give at least one (1) month's notice.

b) Unable to serve in the office for any other reason(s) - shall resign in writing within two weeks.

c) Incapacity by illness -shall resign orally in a timely manner.

d) Such resignation letter(s) shall be submitted to the President and copied to the Board within two
weeks of the decision. The President shall present the membership, in the next general meeting, of
the said letter or message before it shall become final as acted on the membership.

e) A member of the Board of Directors shall tender his letter of resignation to the Board Chairman or
to the next senior member in line and copied to the President and membership within one month
prior to declaring for any other elective office other than the one serving. The President shall
present the letter(s) to the membership in the next general meeting before it becomes effective.

f) All other members of the Administration shall resign to the President.

g) The President shall resign to the Chairman, Board of Directors and copy to the membership and
standing committees.

h) The Board Chairman shall resign to the President and copy to the membership and standing
committees.

i) Elected officials who willfully violate the constitution in ways other than those stipulated, shall be
removed from office in addition to the prescribed penalties. A simple majority on such a motion in
a general meeting shall prevail.

j) To remove elected officers from office on the grounds of inefficiency, felony, terminal illness,
extended absence, misdemeanor, public humiliation or for any other acts not conducive to the
interest of the Organization, the President or any other member(s) shall introduce the motion; a
two-third (2/3) of the members of the Organization present and one-third (1/3) of them voting in
favor shall carry the motion.

ARTICLE X

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FINANCIAL MATTERS

The Associations shall have THREE SIGNATORIES to the Association’s account-these shall include the
Chairman, the Financial Secretary and the Treasurer. Any TWO of the three Signatories can sign to
transact any financial business. The Association shall impose a limit of $100.00 on Expenditure by the
Executive. Any expenditure exceeding such amount shall be referred to the Association for approval.

ARTICLE XI

MEETINGS
Section 1

The regular meeting of the Assembly shall be held three times a year in Philadelphia and Maryland during
the month of March, August and November of each year. The actual date of the meeting shall be provided
by the hosting state.

Section 2

Special meetings may be called by the president, and they shall be called by the president upon the written
request of five members of the Association or two Executive Committee members; the purpose of the
meeting shall be stated in the call. Except in cases of emergency the meeting shall require at least one
week notice.

Section 3

One third of the total active members shall constitute a quorum.

ARTICLE XII

EXECUTIVE COMMITTEE

Section 1

There shall be an executive which shall consist of the President, Vice-President, General Secretary,
Assistant secretary General, Financial Secretary, treasurer, public relation officer, social secretary,
Assistant Social Secretary, and Whip.

Section 2

Five members shall constitute a quorum for Executive Meetings.

Section 3

Regular meetings shall be held three times a year in Philadelphia and Maryland at a designated State
agreed upon by the members.

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Section 4

Special meetings of the Executive may be called by the president, and shall be called by him upon the
written request of two members. No business other than that for which a special meeting is called shall be
transacted except by unanimous consent of the members present. The president can also call a special
meeting if he deems it necessary.

Section 5

The Executive shall have general supervision of the affairs of the Association between the Assembly's
business meetings, make nominations to the Assembly for approval of members of each standing or
special Executive except its chairman and of new officers to fill vacancies on the Executive except the
office of president, and to represent, or designate another UBDA member or other UBDA members to
represent the association at outside functions. The Executive shall be subject to the orders of the
Assembly, and none of its acts shall conflict with action taken by the Assembly.

Section 6

The members of the Executive shall be responsible for its acts and statements.

ARTICLE XIII

ELECTIONS

Section 1

DATE: the general election for the Administration shall be held in the second November of the existing
Administration.

Section 2

Candidates shall be present to accept nominations. Runoff elections do not require the presence of a
candidate. However, voters shall vote only in person on the day of the election.

Section 3

There shall be no proxy voting.

Section 4
An active paying member shall receive one ballot each and proceed to vote in a free and safe area.

Section 5

ON THE DAY OF THE GENERAL ELECTION, MEMBERS SHALL PAY ONLY IN CASH and shall
have paid all dues to be qualified to vote. Checks paid in advance shall have cleared by the Election Day.

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Such checks shall have been received by the financial secretary SEVEN (7) DAYS before the day of the
election.

Section 6

All nominations shall be made from the floor, and voting in all elections shall be by secret ballot.

Section 7

All nominations and voting for the different offices shall be in the order listed in Article V, section 1, and
Article IX sections 1-7 inclusive respectively.

Section 8

In the event of failure to elect by majority vote on the first ballot, a run-off shall be held immediately
between the two candidates with the highest number of votes.

Section 9

An unopposed nominee shall be declared elected without a ballot.


Section 10

No member shall nominate more than one candidate for a given office, if any objection is made, until
every member wishing to nominate has had a chance to do so.

Section 11

Any member may challenge an election for irregularities that could have affected the outcome of the
election. In the event of a successful challenge, the election in question shall be held again at a special
meeting called by the president for the particular purpose.

ARTICLE XIV

ORGANIZATIONAL DISCIPLINE
section 1

Any member who falls behind in the payment of his monthly dues to the Association for up to three
consecutive months shall be subject to suspension as provided for in Article III, Section 5.

Section 3

Any member may be censured, fined, suspended, or expelled for demanding the floor after exhausting his
right to debate, for continuing to talk without having been recognized by the chair, for persisting in
speaking on completely irrelevant matters in debate, or for repeatedly questioning the motives or
character of other members whom he mentions by name. A censure motion may be rendered unnecessary
if the offending member apologizes or withdraws his objectionable statements.

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Section 4

An officer or executive committee member may be removed for one or more of the following reasons:

(a) continued, gross, or willful neglect of the duties of his office;

(b) failure or refusal to disclose necessary information on matters of the association business;
(c) unauthorized expenditures, signing checks, or misuse of UBDA funds;
(d) unwarranted attacks on other officers or refusal to cooperate with them;

(d) misrepresentation of the association and officers to outside persons;

(e) conviction of a felony, or

(g) membership in subversive organizations.

Section 6

Members or officers facing disciplinary action shall be entitled to a written copy of charges against them,
reasonable time to prepare their defense, and a fair hearing with the opportunity to refute charges and to
question witnesses. As regards outside conduct, a confidential investigation shall also be conducted to
determine whether further action, including the preferring of charges if necessary, is warranted, and
resolutions reported either exonerating the accused or preferring specific charges. Neither the UBDA nor
any of its members shall have the right to make public any information obtained through its investigation.

Section 7

Members who fail to pay legitimate fines for more than thirty calendar days after they have been imposed
shall automatically be dropped from membership.

Section 8
SUSPENSION
a) Any member of the organization shall be suspended for failure to abide by the rules and
regulations as set forth in this constitution.

b) A suspended member shall lose all the rights and privileges of the organization including but not
limited to participation in the organization's functions and other entitlements.

c) At the end of the period of suspension, such member(s) shall pay all dues owed before and during
the suspension and meet all other obligations before re-entering the organization.

d) A third disciplinary suspension within a ten (10) years period shall amount to expulsion.

e) Returnees from suspension shall not hold any office in the organization for eight (8) months after
the suspension.

f) A financial suspension shall end as soon as the suspended member meets all his financial
obligation(s). However, all applicable penalties shall apply.

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g) For other non monetary suspension, the culprit shall only return after writing a letter of apology
that shall be accepted by a simple majority of the members present in a general meeting.

Section 9
EXPULSION

Members shall be expelled from the Organization for the reasons and under the circumstances stipulated
here in this constitution. Expulsion amounts to complete ex-communication. Members readmitted
following expulsion shall not hold any office in the Organization until after one (1) year. Members
expelled shall be readmitted only after filling out the membership application form and going through the
normal admission procedures.

Section 10
RE-ADMISSION

Members who owe the Organization's dues, fines, and pledges totaling more than fifty dollars
($50.00) shall be automatically suspended for financial reasons.
ARTICLE XV

ASSOCIATION’S AUTHORITY

Section 1

The Association’s authority shall be vested in the Executive. As a representing body, the Executive’s
decision or actions shall be binding on the General Membership.

ARTICLE XVI

ADOPTION AND SIGNATURE

Section 1

This Constitution shall come into force upon adoption and ratification by 2/3 of the membership present
in the General Meeting.

Section 2

All persons present at the April 19th, 2003 UBDA meeting and the September 6th meeting in Philadelphia
and had paid their registration before June 1, 2003, shall become the Founding Members of the UBDA,
U.S.A.

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ARTICLE XVII

STANDING RULES AND RULES OF ORDER

Section 1

STANDING RULES.

1. All scheduled meetings of the Assembly shall begin promptly at 12:00 Eastern Time.

2. Unless members are notified to the contrary, all meetings will be held in the convenient location
provided by the hosting State or Region.

3. Members may bring guests to all Assembly meetings except those described by the Constitution as
closed or special. Any member who brings any guests to any Assembly meeting shall be
responsible for their conduct therein.

4. Guest speakers may receive honoraria of a specified amount only if they have been recommended
by the Executive committee and approved by the Assembly in advance.

5. During the course of Assembly meetings, members shall handle with due care all amenities which
the host may provide, and shall otherwise be subject to all rules of comportment conducive to the
good health and growth of the Association.

6. These standing rules may be amended, suspended, or rescinded by majority vote, provided that
previous notice has been given at a previous meeting or is the call for the meeting.

Section 2

RULES OF ORDER

1. The order of business in the regular Association meetings shall be the standard pattern that is
referred to in the Roberts Rules of Order Newly Revised, edition.

2. The time limit for each speech on any motion shall be three minutes. At the end of the time limit,
if no one objects, the particular speaker may continue.

3. Decisions or the Assembly on important questions shall be made by a two-thirds majority of the
members present and voting. These questions. shall include:
o Admission to membership
o Suspension of the rights and privileges of membership

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o Expulsion of members
o Removal of officers
o Bestowal of honorary membership
o Approval of the treasurer's annual report
o Amendments to this Constitution, and
o Rules of order

All other questions including the determination of other categories to be decided by a two-thirds majority,
shall be decided by a majority of the members present and voting.

4.Voting shall be by secret ballot on important questions and in all elections, and by a show of hands on
other issues.

5.Every member shall have one vote.

ARTICLE XVIII

AMENDMENT AND RATIFICATION OF THE CONSTITUTION AMENDMENT

Section 1

Amendment to the constitution shall be made every two years in the last general meeting of the
Administration or as deemed necessary by 2/3 of the active membership. The amendment shall be
immediately effective. At the appropriate time, in a general meeting where two-thirds (2/3) of the active
members are present, as stipulated, an active member shall move a motion, and be seconded that the
constitution be recommitted. The motion shall be sustained by two-thirds (2/3) of the active members
present.

a) The constitution shall thus be recommitted to the constitutional review committee.

b) All opinions and proposals shall be directed to the said committee.


c) The constitution committee shall distribute copies of the proposed amendments to the general
members in a general meeting, at least, one month before a full-scale debate.

d) Following the debate, two-thirds (2/3)of the members present and voting in a general meeting shall
be needed to sustain a proposal. There and then, the amendment shall become the new version of
the constitution forthwith.

e) The original constitution shall remain in full force until after the insertion(s)/deletion(s).

Amendments approved by the constitution review committee in the odd numbered year shall be approved
by a simple majority of the active members present in a general meeting. Following the approval, the new
provisions shall be inserted. New copies of the constitution shall be distributed to all current active
members.

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Section 2

RATIFICATION

Any member may propose an amendment, but for any amendment to be effected, 2/3 of the General
Membership will have to vote in support of the proposed amendment. The proposed amendment must be
submitted in writing to the general-secretary and read and debated at one meeting preceding the voting.

Section 3
COURT ACTION

Court action(s) shall be instituted against member(s), including the Board of Directors and the
Administration, for fraud, embezzlement, misappropriation and for any other offense the organization, the
Administration or the Board of Directors judges to be actionable by legal means. Any member(s) who
misappropriate(s) UBDA properties - funds, materials - entrusted to him or any such material(s) he
possesses by any means shall be prosecuted to the fullest extent of the law. Members found guilty but
comply with the organization's demands within the given time frame shall be banned for two (2) years
from holding any elective office in addition to any other constitutional provisions. Members found guilty
of embezzlement shall never hold office within the Organization that deals directly with finance.

ARTICLE XIX

STATEMENT OF RATIFICATION AND SIGNATURE

This Constitution becomes effective as of 6th September, 2003 after ratification by the General
Membership present in the meeting and whose signature is affix thereto as confirmation of their
agreement to the spirit and content of the constitution.

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SIGNATURE OF MEMBERS THAT RATIFIED THE CONSTITUTION

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