PANA NEW YORK

PEKI ASSOCIATION OF NORTH AMERICA, NEW YORK CHAPTER
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CONSTITUTION

 

 

OF

 

 

PEKI ASSOCIAFTION OF

NORTH AMERICA

(PANA)

 

INCORPORATION

 

 

PREAMBLE

We, Peki citizens resident in the United States of America and in the Tri-States of New York , New Jersey and Connecticut :

 

INSPIRED by a common determination to promote unity and cooperation, and in response to our aspiration and desires to foster brotherhood and sisterhood in our sojourned destination of North America , and inspired by our dedication to help develop the Peki Valley in the Volta Region of Ghana

 

DEDICATED to the general progress of our welfare, and the welfare of others, especially our brethren at home in Ghana and at Peki

 

DETERMINED to build, maintain and organize by means of free and spirited discussions, collective actions and other means of reasonable manifestation; Establish a charitable, humanitarian and educational organization within the meaning of section 501(c)(3) of the Internal Revenue Code; And shall not participate in any activity not allowed by law

 

PLEDGE the use of our resources to build a sound economic, educational and cultural base benefit to all, including the people of Peki in the Volta Region of Ghana

 

DESIROUS TO COOPERATE or affiliate on equal basis with any organization with common aims and objectives the cause of unity and cooperation among the Peki citizens in the United States and elsewhere

 

Do hereby establish and adopt this constitution of the Peki Association of North America, Incorporated.

 

 

 

BY LAWS OF PEKI ASSOCIATION OF North America (PANA)

 

NEW YORK CHAPTER

 

ARTICLE 1

 

OFFICES

 

SECTION 1 . PRINCIPAL OFFICE

 

The principal office of the corporation shall be located in Bronx County , New York State.

 

SECTION 2CHANGE OF ADDRESS

 

The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the change address and effective date below, and such changes of address shall not be deemed, nor require , an amendment of these Bylaws:

 

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SECTION 3 OTHER OFFICES

 

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may designate.

 

 

ARTICLE 2

 

NON-PROFIT PURPOSES

 

SECTION 1 IRS SECTION 501(C)(3) PURPOSES

 

This corporation shall be organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

 

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

 

The specific objectives and purposes of this corporation shall be:

  • To organize a charitable, humanitarian and educational organization within the meaning of Section 501(C)(3) of the Internal Revenue Code (the “Code”) of 1986, as amended from time to time or the corresponding provision of any future United States revenue law. Is intended to qualify as an organization described in Section 501(c)(3) of the Code, Specifically, the Peki Association of North America, Inc., shall engage in.
  • Provide charitable, humanitarian and educational activities for the Peki citizens, children of Peki citizens of North America and the general public. Promote the learning and deeper understanding of the Ewe language, history, literature, economic, traditions and cultures of the people of Peki in the Volta Region of Ghana.
  • To provide a forum for Peki citizens of North America to network and to raise funds to assist in the development projects in Peki, in the Volta Region of Ghana and
  • To provide investment opportunities and charitable guidance and help in the economic and cultural development of Peki and other needed communities.

 

 

ARTICLE 3 DIRECTORS

 

SECTION 1. NUMBER

 

The Association shall a minimum of six directors, including the Chairman and the Vice-Chairman, the Secretary and the Vice-Secretary, the Treasurer and the Vice-Treasurer that constitute the board of directors. Other Officers may be appointed by consensus as needed.

 

SECTION 2 QUALIFICATION

 

Directors shall be of the age of majority in this state. Other qualifications for directors shall be as follows:

 

  • A Peki citizen with residence in North America and in the area of incorporation.
  • A member of current good standing in the Association.

 

SECTIOIN 3 POWERS

 

Subject to the provisions of the laws of this state and any limitations 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 exercised by or under the direction of the Board of Directors.

 

SECTION 4 DUTIES

 

It shall be the duty of the directors to:

  • Perform any and all duties imposed on them collectively or individually by law, by the Article of incorporation, or by these Bylaws;
  • Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any of all officers, agents and employees of the corporation.
  • Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  • Meet at such times and places as required by these Bylaws;
  • Register their address with the secretary of the corporation, and notices of meetings mailed, telegraphed or e-mailed to them at such addresses shall be valid notice thereof.

 

 

 

 

SECTION 5 TERM OF OFFICE

 

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

 

SECTION 6 COMPENSATION

 

Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board upon approval by the general union body. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

 

SECTION 7 PLACE OF MEETINGS

 

Meeting shall be held at the principal office of the Association unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

 

SECTION 8 REGULAR MEETING

 

Regular meeting of Directors shall be held two hours preceding the general membership meeting.

 

Voting for the election of directors shall be made by the general membership, and by written ballot. Each member shall cast one vote per candidate, and may vote for as many candidates as the number of candidate to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.

 

SECTION 9 SPECIAL MEETINGS

 

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or if different, at the place designated by the person or persons calling the special meeting.

 

SECTION 10 NOTICE OF MEETING

 

Unless otherwise provided by the Articles of Incorporation, these By-Laws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

 

  • Regular meetings: No notice need be given of any regular meeting of the board of directors.
  • Special Meetings: At least one week to the meeting, the secretary of the corporation shall give prior notice to each director of special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or e-mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or e-mail notification, the director to be contacted shall acknowledge personal receipt of the facsimile or e-mail notice by a return message or telephone call within twenty-four hours of the first facsimile or e-mail transmission.
  • Waiver of Notice: Whenever any notice of a meeting is required to be given to any director of this Association under provisions of the Articles of Incorporation, these By-Laws, or the law of this state a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

 

SECTION 11 QUORUM FOR MEETINGS

 

A quorum shall consist of five (5) of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these By-Laws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

 

SECTION 12 MAJORITY ACTION AS BOARD ACTION

 

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is for present is the act of the Board of Directors, unless the Articles of Incorporation, these by-laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

 

SECTION 13 CONDUCT OF MEETINGS

 

Meeting of Board of Directors shall be presided by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, or in his or her absence, by the Vice President of the Association or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Association shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meetings.

Standard rules shall govern meetings, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these By-Laws, or with provisions of law.

 

 

SECTION 14 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 giving written notice to the Chairperson of the Board, the Secretary, or the Board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Association would then be left without a duly elected director or directors in charge of its affairs, except for unforeseen events. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

 

Unless otherwise prohibited by the Articles of Incorporation, these By-Laws or provisions of 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 a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a 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.

 

SECTION 15 NONLIABILITY OF DIRECTORS

 

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

 

SECTION 16

 

INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

 

The Association to the fullest extent permissible shall indemnify the directors and officers of the corporation under the laws of this state.

 

SECTION 17 INSURANCE FOR CORPORATE AGENTS

 

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 Association (including a director, officer, employee or other agent of the Association) 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 Association would have the power to indemnify the agent against such liability under the Articles of Incorporation, these by-laws or provisions of law.

 

 

ARTICLE 4

 

DUTIES OF DIRECTORS

 

SECTION 1

 

CHAIRMAN

 

The president shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, supervise and control of the Board of Directors, supervise and control the affairs of the Association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the board of Directors, the President shall preside at all meetings of the Board of Directors and if this Association has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these by-laws, he or she shall, in the name of the incorporation, execute such deeds, mortgages, bonds, contacts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

 

SECTION 2

 

VICE CHAIRMAN

In the absence of the Chairman, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairman. The Vice Chairman shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these by-laws, or as may be prescribed by the board of Directors.

 

 

SECTION 3

SECRETARY

 

The Secretary shall:

 

Certify and keep at the principal office of the corporation, the original, or a copy, of these by-laws as amended or otherwise altered to date

 

Keep at the principal office of the Association or at other place as the board of directors may determine, a book of minutes of all meetings of the directors, and if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof

 

See that all notice is duly given in accordance with the provisions of these by-laws or as required by law.

 

Be custodian of the records and of the seal of the seal of the Association and affix the seal, as authorized by law or the provisions of these by-laws, to duly execute documents of the Association.

 

Keep at the principal office of the Association a membership book containing the name and address of each of any members and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

 

Exhibit at all reasonable time to any director of the corporation, or to his or her agent or attorney, on request therefore, the by-law, the membership book, and the minutes of the proceedings of the directors of the Association.

 

In general, perform all duties incidents to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned to him or her from time to time by the Board of Directors.

 

The secretary will assist the secretary as necessary.

 

SECTION 4

 

TREASURER

 

The Treasurer shall:

Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

 

Receive, and give receipt for, moneys due and payable to the Association from any source whatsoever.

 

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

 

Keep and maintain adequate and correct books of accounts of the corporation’s properties and business transactions, including accounts of it assets, liabilities, receipts, disbursements, gains and losses.

 

Exhibit at all reasonable times the books of account and financial records to any director of the Association, or to his or her agent or attorney, on request therefore.

 

Render to the Chairman and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

 

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned to him or her from time to time by the Board of Directors.

 

The Vice-Treasurer as necessary shall assist the Treasurer.

 

ARTICLE 5

 

COMPENSATION

 

The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this Association shall be reasonable and given in return for services actually rendered to or for the Association.

 

 

 

ARTICLE 6

 

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUND

 

SECTION 1

EXECUTION OF INSTRUMENTS

 

The Board of Directors, except as otherwise provided in these by-laws, may by resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

SECTION 2

CHECKS AND NOTES

 

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payments of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer and countersigned by the Chairman or the Secretary.

 

SECTION 3

 

DEPOSITS

 

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

 

SECTION 4

 

GIFTS

 

The Board of Directors may accept on behalf of the Association any contribution any contribution, gift, bequest, or devise for the nonprofit purposes of this Association.

 

ARTICLE 7

 

CORPORATE RECORDS, REPORTS AND SEAL

 

SECTION 1

MAINTENANCE OF CORPORATE RECORDS

 

The corporation shall keep at its principal office:-

 

  • Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  • Adequate and correct books and records of accounts, including accounts of its properties and business transactions and account of its assets, liabilities, receipts. Disbursements, gains and losses;
  • A record of its members, if any, indicating the names and addresses and if applicable, the class of membership held by each members, if any, of the corporation at all reasonable times during office hours.

 

SECTION 2

CORPORATE SEAL

 

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

 

 

SECTION 3

DIRECTORS INSPECTION RIGHTS

 

Every director shall have the absolute right at any reasonable time to inspect and copy all books records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these by-laws, and provisions of law.

 

 

SECTION 4

MEMBERS INSPECTION RIGHTS

 

If this corporation has any members, then each and every member shall have the following rights, for a purpose reasonably related to such person’s interest as a member:-

 

  • To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
  • To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record dates for which the list has been compiled are as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
  • To inspect at any reasonable time the books, records or minutes of proceedings of the members or of the board or committees of the board, upon which written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
  • Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these by-laws, and provision of law.

 

SECTION 5

RIGHT TO COPY AND MAKE EXTRACTS

 

Agent or attorney may make in person or any inspection under the provisions of this Article and the tight to inspection shall include the right to copy and make extracts.

 

SECTION 6

PERIODIC REPORT

 

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this corporation, to be so prepared and delivered within the time limits set by law.

 

ARTICLE 8

 

IRS 501(C)(3) TAX EXEMPTION PROVISIONS

 

SECTION 1

LIMITATIONS ON ACTIVITIES

 

No substantial part of the activities of this of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation {except as otherwise provided by section 501(h) of the Internal Revenue Code. The corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidates for public office.

 

Notwithstanding any other provisions of these by-laws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 5601( c)(3) of the internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170( c ) of the Internal Revenue Code.

 

 

 

SECTION 2

PROHIBITION AGAINST PRIVATE INUREMENT

 

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

 

SECTION 3

DISTRIBUTION OF ASSETS

 

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(C)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

 

SECTION 4

PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

 

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as define in Section 4941 (d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as define in Section 4945 (d) of the Internal Revenue Code.

 

 

ARTICLE 9

 

AMENDMENT OF BYLAWS

 

SECTION 1

AMENDMENT

 

Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

 

 

 

ARTICLE 10

 

CONSTRUCTION AND BYLAWS

 

If there is conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of this Articles of Incorporation shall govern.

 

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

 

All references in these Bylaws to Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

 

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal

Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

 

ARTICLE 11

 

SECTION 1

DETERMINATION AND RIGHTS OF MEMBERS

 

The qualification shall have only one class of members. No member shall hold more than one membership in the corporation. Except s expressly provided in or authorized by the Articles of Incorporation, the By-laws of this corporation, or provision of law, all memberships shall have the same rights, privileges, restrictions and conditions.

 

SECTION 2

QUALIFICATION OF MEMBERS

 

The qualifications for membership in this corporation shall be as follows:

 

  • A Peki born Citizen with established residence in the Chicago Metropolitan area, or other parts of North America for a period of three months, or who once was a resident of North America.
  • A spouse of a Peki born Citizen resident in North America.
  • Children of a Peki born Citizen resident in North America.

 

SECTION 3

ADMISSION OF MEMBERS

 

Application shall be admitted to the membership of the Peki Union of North America upon submitting an application to the Board expressing their membership intentions.

 

SECTION 4

FEES AND DUES

 

The following fees shall be charged upon becoming a member of the corporation:

 

  • An annual membership due of $120.00, payable to the corporation. Members shall elect to make monthly payments of $10.00 per month. The latest date for all membership dues shall be October 31 of every year.
  • An annual Peki Project Development levy of $180.00, payable to the corporation. Members shall also elect to make monthly payments of $15.00 per month. All development project levies shall be made by October 31 st of every year.
  • Welfare contributions are $5.00 monthly.

 

SECTION 5

NON CONTRIBUTORY PEKI CITIZEN

Peki Citizens with established residence in the active states of performance or other North America state for a period of three months, and upon whom several meetings notifications and the existence of the Association have been served, and consistently refused to be contributory members, upon their decisions to apply for membership in the Association.

 

SECTION 6

NUMBER OF MEMBERS

 

There shall be no limit imposed on the membership of the corporation.

 

SECTION 7

MEMBERSHIP BOOK

 

The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.

 

SECTION 8

NON LIABILITY OF MEMBERS

 

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

 

SECTION 9

NON-TRANSFERABILITY

 

No member may transfer a membership or any right arising there from. All rights of membership cease upon the member’s death.

 

SECTION 10

TERMINATION OF MEMBERSHIP

 

The membership of a member shall terminate upon the occurrence of any of the following events:

 

  • Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
  • If this corporation has provided for the payment of dies by members, upon a failure to renew his or her membership by paying dues in or before their due date, such termination to be effective thirty (30) days after a written notification of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
  • After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the members has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expected from the corporation shall receive a refund of dues already paid for the current dues period.

 

All rights of a member in the corporation shall cease on termination of membership as herein provided.

 

 

ARTICLE 12

 

MEETING OF MEMBERS

 

SECTION 1 PLACE OF MEETINGS

 

Meetings of members shall be held at the principal office of the corporation or at such other place or places as may as may be designated from time to time by resolution of the board of Directors.

 

SECTION 2

REGULAR MEETING

 

A regular meeting of members shall be held on the second Saturday of every other month.

 

SECTION 3

 

QUORUM FOR REGULAR MEETINGS

 

A quorum shall consist of a Simple Majority of the members of the corporation. Except as otherwise provided under the Articles of Incorporation, these By-laws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

 

SECTION 4

MAJORITY ACTION AS MEMBERSHIP ACTION

 

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these By-laws, or provisions of law require a greater number.

 

SECTION 5

VOTING RIGHTS

 

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

 

 

SECTION 6

ACTION BY WRITTEN BALLOT

 

Except as otherwise provided under the Articles of Incorporation, these By-laws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

 

  • Set forth the proposed action;
  • Provide an opportunity to specify approval or disapproval of each proposal;
  • Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
  • Shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

 

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these by-laws.

 

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

 

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

 

SECTION 7

CONDUCT OF MEETINGS

 

Meetings of members shall be presided over by the Chairperson or in his or her absence, by the Vice-Chairman or as designated by the Chairman. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the Vice-Secretary of the meetings.

 

Standing Rules of the corporation shall govern meetings; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these By-laws, or with provisions of law.

 

  

ARTICLE 13

 

SECTION 1

EFFECTIVE DATE OF CONSTITUTION

 

This constitution and any amendment thereto unless otherwise provided shall become immediately upon adoption.

 

SECTION 2.

ADOPTION OF BY-LAWS

 

We, the undersigned, all initial elected directors and or incorporators of this corporation consented hereby adopt the foregoing B-laws of Peki Union, North America (PUNA)

 

February 19, 2004

 

Michael Dzandza Chairman

Yawo Sounou Vice Chairman

Peter Dzandza Secretary

Sena Dolerku Assistant Secretary

Pearl Ahiamadi Treasurer

John Ampim Assistant Treasurer

Kafui Agbo Public Relations

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