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Constitution and Bylaws

PREAMBLE

The name of this organization is UMOJA SOCIETY, or simply UMOJA. UMOJA SOCIETY has been registered as a non-profit organization with the Secretary of State in the State of Minnesota.

MISSION STATEMENT

Our mission is to enrich the quality of life and strengthen unity amongst its members, the Tanzanian community, Swahili Speaking Community and friends of Tanzania.

OBJECTIVES

To provide a forum for information sharing in the areas of language, educational, economical, health, and legal issues.
To provide a forum for discussions about important issues related to our countries of origin and to promote their positive values and culture.
To provide a forum for networking and social interaction
To assist its members, financially or otherwise in the event of death of a member or immediate family member.

ARTICLE ONE: LEADERSHIP

SECTION ONE: The Umoja Society Board of Directors

Part One: Highest policy making organ
The Board of Directors (the board) shall be the highest policy making organ. The Board shall oversee, among other things, the management of UMOJA’s resources, the work of the organization's Executive Board Members and the board’s compliance with the Umoja Society Bylaws and laws of the State of Minnesota and Federal government. The Board of directors is empowered to take necessary actions in the event of non-compliance of the bylaws and laws mentioned above.

Part Two: Number of board of directors
The board Umoja Society Board of Directors shall have a total of fifteen board members. The board shall have fourteen board members that were each elected by active members general meeting and in addition, one board member (15th) will be nominated by the Chair. The Chair is empowered to nominate any active/in active member to join the board. Board of directors vote must approve this nomination of the 15th board member. Once approved by the board, the 15th board member must also be present for approval by the active members general meeting. The 15th board member will have the same rights, responsibilities and shall follow the code of conduct requirements.

Part Three: Board of Directors and term limits
i) In order to provide long-term consistency, smooth transition of leadership and resources, continuity of Umoja strategic direction and initiatives implemented by the board of directors, only four board positions including those of executive board members will be opened/available for election or re-election at the end of each year.

a) The determination of which four current board members needed to go back to the general meeting each year to join new candidates’ election pool will be performed by way of secret ballot by entire board of directors.
b) Prior to the boards’ secret ballot, any board member who wishes to resign from the board may do so to allow the board to vote and arrive at four open board positions before annual elections.
c) In the event that a position or positions of the executive board members become available, those positions will be contested by the current board members first. In other words, a member who is not currently on the board and wishes to run for an executive position, he or she must serve for at least one year on the Umoja board to be eligible to become an executive board member. A board member who is running for an executive board position is guaranteed to retain his/her board position in the event that he/she fails to be elected to the executive position.
d) In the event that current board members are not interested to run for executive board positions, the open executive board positions will be available in the election pool to be contested by any active member interested.
e) In the event that no one from the board or member pool is interested in executive board positions, an ad hoc nominating committee consisting of the current executive board members and two regular board members will nominate a potential candidate who must be approved by the entire board and confirmed by the members general meeting. The executive board members will decide which two board members will be part of the nominating committee.
f) This requirement will provide for continuity of Umoja strategic initiatives and also provide for influx of fresh ideas from new board members at the end of each year.

ii) Executive Board Members (Chair, Treasurer and Secretary) shall not serve for more than three consecutive years in the same position.

iii) Executive Board Members resignation/end of term: For personal reasons or otherwise, an Executive board member is allowed to submit resignation to the Umoja board of directors and members general meeting any time before the end of the three years term.

iv) Regular members of the board of Directors shall serve for no more than five consecutive years.

Part Four: Quorum and board decisions
The board shall not make any decisions without having reached a quorum of two thirds of the total board of directors. Decisions will be determined by the way of a vote. The vote for or against of the two thirds of the total members that reached quorum will be considered majority decision.

Part Five: Umoja Board Member Criteria
Board of Directors candidate or board member is someone who knows, understands, and is committed to the Mission of Umoja. Each individual is part of a working Umoja board where members give willingly of their time, and talents to the best of their abilities/capabilities.

Umoja board members are committed to:
Help in fund raising;
Identify resources for funding;
Make serious effort to recruit ten new members per fiscal year.
Actively serve, provide input, and participate in various committees. Ability to work cooperatively in support of the entire board and participate in a variety of Umoja activities.

Ideally, the makeup of the Umoja board shall be a cross section of individuals who will offer a variety of expertise and or life experiences to fulfill Umoja’s mission on behalf of Umoja Society.

SECTION TWO: Executive Board Members

Part One: There shall be three executive board members namely the Chairperson, the Secretary, and the Treasurer.

Part Two: The Executive Board Members shall be part of the board and elected by Umoja members during the general election or general meeting. Resignation for personal reasons or otherwise is allowed.

When an executive board member resigns a general meeting of members should be called. Before the meeting the board will appoint interim executive board member to serve until the member general meeting.

Part Three: The three Executive Board Members shall report to the Board of Directors. The Umoja board of directors shall approve all decisions made by the executive board members. The entire board is answerable to the active members.

Part Four: The chairperson shall be the Chief Executive Officer charged with running the day to day activities of the organization. The Chair shall preside over the meetings and coordinate all program activities.

Part Five: the Secretary shall assist the chair in the day to day activities- of the organization. The Secretary shall be responsible, amongst other things, in record keeping and written communication of organization. The Secretary shall call meetings and inform members.

Part Six: the Treasurer shall be the Chief Financial officer of the organization. The treasurer shall manage and maintain all financial transactions of the association and ensure financial credibility and viability of UMOJA.

ARTICLE TWO: MEMBERSHIP

SECTION ONE:

Membership shall be open to all Tanzanians, friends of Tanzania, and Swahili Speaking individuals or those individuals interested in the Swahili language and its people. At the moment we are limiting new membership applications to only residents of the states of Minnesota, Wisconsin, and Iowa. Current members who are not from these states will continue to enjoy their membership status.

SECTION TWO:

To be and remain an active member, one shall pay a non-refundable membership fee per fiscal year, which expires one year from the date payment was received by Umoja. The membership fee is subject to change from year to year.

SECTION THREE:

Members shall participate in annual general meetings and all undertakings of the association. Members shall participate in at least 2/3 of the meetings during the fiscal year.

SECTION FOUR:

Members who do not meet the above requirements shall be ineligible for the benefits (see Members Benefits document for further clarification of Umoja Benefits) offered by UMOJA.

SECTION FIVE:

There shall be annual member general meetings during the months of July and December of each year.

ARTICLE THREE: ELECTIONS

SECTION ONE:

General elections will be carried out during the month of December each year. In order for elections to be carried out, a quorum of fifty percent of active members must be reached.

SECTION TWO:

All elections shall be held by way of confidential voting by active members present at the general meeting or using online facilities set up by Umoja board of directors.

SECTION THREE:

All candidates for board positions are required to be active members at the time of election.

SECTION FOUR:

To be elected, the candidates for the position of board of directors or executive board members must receive at least fifty percent of the total votes of active members present or eligible to vote.

ARTICLE FOUR: FINANCE

SECTION ONE:

Financial Management and Accounting shall be the primary responsibility of the Treasurer.

SECTION TWO:

UMOJA shall maintain a bank account.

SECTION THREE:

All three executive officers and one additional member from the - Board of Directors shall be signatories to the association’s bank account.

SECTION FOUR:

Any two of the four signatories must be present or sign check to withdraw funds from the association's bank account.

SECTION FIVE:

No funds shall be appropriated without the three-quarters approval of the Umoja board. This record must be maintained and available for review at the request of any Umoja board member.

SECTION SIX:

In the event that the funds in the association’s bank account are insufficient to meet the immediate needs, the officers shall call an emergency meeting of all members to raise funds to supplement the association’s account and meet the need.

SECTION SEVEN: Monthly Bank Account reconciliation

The Treasurer shall be responsible for conducting monthly bank reconciliations. All quarterly financial statements shall be tied to the bank statements and necessary bank reconciliations.

SECTION EIGHT: Quarterly Financial Report

The treasurer shall provide a quarterly financial report or statement to the board.

ARTICLE FIVE: RECORD KEEPING

SECTION ONE:

Record Keeping shall be the primary responsibility of the Secretary of UMOJA.

SECTION TWO:

Maintenance of Records shall include but not limited to:

Maintaining an updated membership roster that includes names and addresses.
Keeping minutes of all the meetings
Maintaining all correspondence within and without the organization.
Filling of all documents with the State of Minnesota as required to maintaining a non-profit status.
Ensure meetings that require board decisions have reached a quorum of two thirds of all board members.
Prepare a quarterly (or semi annually) report of Umoja activities to be sent to ACTIVE members only after being discussed and approved by Board of Directors

ARTICLE SIX: MEMBER’S RESPONSIBILITY

SECTION ONE:

Members shall contact the Chair, Secretary or Treasurer, at the time of need or difficulty.

SECTION TWO:

Members shall renew membership each year by paying their annual membership fee.

SECTION THREE:

Members shall attend all general meeting requiring a vote in person or online.

SECTION FOUR:

Member shall assist officers in the recruitment of new members.

SECTION FIVE:

Members shall inform the association of changes in address and telephone number.

SECTION SIX:

During the meetings members shall:

Arrive on time.
Conduct themselves with courtesy and respect the views of' other members at all meetings.
Follow rules of order to keep meetings orderly and productive.

ARTICLE SEVEN: CONFLICT RESOLUTION

SECTION ONE:

The chairperson shall appoint an individual or a committee of individuals to try and resolve or de-escalate interpersonal conflicts.

SECTION TWO:

Other kinds of conflicts shall be resolved in the Board of Directors and in highly serious cases, in General meetings if the Board of Directors or the majority of members deems it necessary.

ARTICLE EIGHT: CODE OF CONDUCT, IMPEACHMENT AND REMOVAL FROM OFFICE, INVESTIGATION OF ILLEGAL ACTIVITIES BY CURRENT and OR PREVIOUS BOARD MEMBERS.

SECTION ONE: Code of conduct

Commitment to ethical professional conduct is expected of every member of the Umoja Society board of directors. Towards this end board members will:

Keep member and community interests in mind when making decisions on behalf of members.
Express oneself at board meetings (even if one’s view differs from that of other board members) and encourage and make it comfortable for others to do so.
Refrain from “politicking” outside of board meetings i.e. refrain from participating or encouraging discussions that may disrupt the right course of majority decisions agreed and voted upon by the board.
Support majority decision reached by the way of vote as defined by the constitution even if one’s view is a minority one.
Not to disclose or discuss differences of opinion on the board outside of board meetings. The Secretary shall not record names of the board members who voted for or against a motion. The voting record shall mention that a motion was passed or failed by majority rule of board members e.g. (5/15).
Respect the privacy and confidentiality of information on sensitive issues especially related to non-public personal information.
Board members shall not use members' contact information such as email address, telephone # etc, for purposes other than Umoja unless approved in writing by the board of directors.
Refrain from speaking for the organization unless authorized to do so by the board or executive board members.
Disclose involvement in leadership capacity in organizations similar to Umoja Society.
Consideration of board member’s opinion - In matters that a board member considers necessary for the board to consider, the member shall present a motion to the board. Once this motion is seconded by at least one board member, executive board members are required to call a vote by the board. If a particular motion on the board floor is not seconded, the board will not consider this motion further. The same matter can be presented to the board again if the contents or language of the matter has been rephrased.

SECTION TWO: Disorderly Conduct

In case of disorderly conduct or failure to fulfill his/her duties a Board Member may be subject to an impeachment proceeding from the Board of Directors, which may lead to a vote of no confidence in an emergency General Meeting and subsequent removal from leadership position. The defendant shall have the right to fair hearing to be conducted by the board of directors prior to members’ general meeting.

SECTION THREE: Illegal Activities outside Umoja

In the event that a member of the Umoja board is involved in illegal activities outside Umoja, the board member will be asked to resign by a vote of three-quarters of Umoja’s board. The Umoja members’ general meeting or emergency general meeting will confirm the removal of the member from the board. The defendant shall have the right to fair hearing to be conducted by the board of directors prior to members’ general meeting.

SECTION FOUR: Illegal Activities inside Umoja:

In the event that a board member or executive board member is involved in illegal activities within Umoja or acting contrary to the Umoja constitution and bylaws, the board member will be asked to resign by a vote of three-quarters of Umoja’s board. The Umoja members’ general meeting or emergency general meeting will confirm the removal of the member from the board. The defendant shall have the right to fair hearing to be conducted by the board of directors prior to member’s general meeting. Individuals confirmed to have participated in illegal activities shall be barred from holding Umoja board position for five years.

SECTION FIVE: Investigation of illegal activities by previous board members:

In the event that it is discovered that previous board or individual board members conducted illegal activities using Umoja or were not in compliance with the Umoja Society Bylaws and the State of Minnesota and Federal government laws, the current board shall investigate through a committee and vote to accept the results of the investigation conducted by the investigation committee. Confirmed illegal activities will by reported to the Umoja general meeting and members vote will determine what actions to take including to take or not to take legal actions or report to appropriate authorities. Individuals confirmed to have participated in illegal activities shall be barred from holding Umoja board position for five years. The board shall follow whatever actions adopted by the Umoja general meetings.

SECTION SIX: Use of Members' Contact Information

Current or previous board or executive board members are prohibited to used Umoja Society members' contact information such as email address, telephone # etc, for purposes other than Umoja.

ARTICLE NINE: LEADERSHIP TRANSITION AND UMOJA SOCIETY PROPERTY

SECTION ONE: Bank Account Transition

The Umoja Society bank account, check books, bank statements, bank reconciliation statements, financial summary reports, payment voucher approvals by the board, and any bank account relevant information and documents maintained by the treasurer and the board must be handed over within one week of the Umoja Society general elections to the new board of directors. The bank account signatories’ transition shall take place within one week also.

SECTION TWO: Record Keeping Transition

All records maintained by the Executive board members and any other board member including minutes of the board, minutes of the committee meetings etc must be handed over during or on general elections day.

SECTION THREE: Umoja Society Property

All Umoja society property, activities and registrations must be registered under Umoja Society name or Umoja Society division and not under personal names unless approved in writing by the Umoja Society board of directors as a temporary solution.
Umoja Society website, website content, website hosting information, website domain registration information and access information including user ids and passwords shall be handed over during or on general elections day.
At least four Umoja board members shall have access to user ids and passwords of any electronic media that requires authentication and authorization including systems administrative rights

ARTICLE TEN: CONSTITUTION AMMENDMENTS

The board is empowered by members to introduce new bylaws in the form of addendum to this constitution. New bylaws or addendum to this constitution that are introduced by the board must be approved and signed by the board, and in addition by the vote of three quarters of active members’ general meeting.

ARTICLE ELEVEN: DISSOLUTION OF UMOJA

The sole responsibility of dissolving UMOJA Society lies with all active members by way of three-quarters vote.

ARTICLE TWELVE: BOARD SIGNATURES

This constitution and bylaws was updated and amended by the Umoja Society board of directors during 2004 and approved by the Semi Annual all Members General Meeting help on Saturday August 21, 2004 at the City of Falcon Heights Hall. The Umoja constitution and bylaws were signed by the board of directors as follows: