CONSTITUTION Of The NATIONAL ORGANIZATION OF SIERRA LEONEANS IN NORTH AMERICA (NOSLINA) 1999 AND AS AMENDED
PREAMBLE
We, being people of Sierra Leone origin, or nationals of the Republic of Sierra Leone, and friends of the Republic of Sierra Leone, cognizant of the humanitarian needs in Sierra Leone that have produced unprecedented levels of starvation, disease, homelessness, illiteracy, psychological trauma, and physical disability; and mindful of the acute need for charitable assistance in all areas of human endeavor; and whereas these conditions of
underdevelopment of a civil society grounded in the principles of universal education and democratic institution building are deficient; and whereas, it is the will of the members of the National Organization of Sierra Leonean in North America (NOSLINA) to provide assistance to all Sierra Leoneans in need, and to educate Sierra Leoneans towards achieving a fully functioning democratic civil society with the Rule of Law as its paramount legal precept; Now therefore , we the members of NOSLINA do hereby through our collective membership, adopt, enact, and give to ourselves, this Constitution of the National Organization of Sierra Leoneans in North America (NOSLINA).
ARTICLE I
NAME, PURPOSE AND OBJECTIVES OF THE ORGANIZATION
I.1 The name of this organization shall be The National Organization of Sierra Leoneans in North America (NOSLINA).
I.2A NOSLINA shall provide charitable assistance to all Sierra Leoneans in need and who are victims of war, poverty, disease, illiteracy, physical and psychological disabilities, homelessness and famine.
I.2B NOSLINA shall provide educational support and assistance in ways that contribute to the overall development of Sierra Leone by recognizing the principles of human rights, democracy, and respect for all peoples.
I.3A NOSLINA shall seek to provide medical, mental health, food, clothing, and other aid that is fit and proper to meet human needs.
I.3B NOSLINA shall seek to generate and provide assistance to educational institutions.
I.3C NOSLINA shall seek to promote efforts and programs of conflict resolution, mediation, and national development.
I.3D NOSLINA shall seek to promote the adoption and preservation of the Rule of Law in Sierra Leone.
ARTICLE II
Membership
II.1 Membership shall be open to all Sierra Leoneans, friends of the Republic of Sierra Leone, and constituent Sierra Leone organizations and groups in North America.
I.2A Duties and Obligations
II.2A
All members shall pay yearly dues, which are, from time to time determined by the Board of Directors by enactment in the By-laws of NOSLINA. A special fee schedule for youth members shall be established and minimal nominal annual membership dues for youth shall be determined by the board of directors from time to time.
II.3 Rights of Members:
No member shall be deprived of his or her rights without due process of law.
No member shall be elected to office or position in NOSLINA for life. Members shall be elected to a term of office and each term shall be stated at time of election or as specified in this constitution or as specified at time of appointment or designation. Members so elected or appointed or designated shall remain in office for the specified term subject to good behavior.
The enumeration of rights specified in this section shall not be construed to deny any rights inherent and due a person in civilized society.
ARTICLE III
PARLIMENTARY PROCEDURE
III.1 The laws of NOSLINA shall consist of this constitution and duly adopted amendments thereto, the Articles of Incorporation, and duly enacted By-laws, and all motions duly approved at constituted meeting of NOSLINA and in accordance with the instruments prescribed herein.
111.2 The Board of Directors is vested with the primary legislative and policy-making authority of NOSLINA.
111.3 At the annual meeting or the general convention of NOSLINA, any member in good standing shall by appropriate motion be entitled to propose action and the membership so convened at such meeting shall vote to adopt and ratify such motion which the Board shall implement as enacted provided it is not repugnant to the constitution.
111.4 The Board of Directors shall cause to be published and to disseminate to all members by any appropriate and effective means all approved policies, programs and directives of the organization in a timely manner. In executing this provision, the Board shall utilize all possible communication channels to ensure reaching all members and such channel shall include but not limited to electronic, hard copy, interpersonal, and other distribution mechanism.
111.5 All official NOSLINA meetings shall be conducted according to Robert's Rules of Order and such meetings shall commence upon attaining the following quorum levels:
- All General meetings: 25% or 1-4 of the number of all members in good standing are present.
- All Board of Directors meetings: 50% plus 1 member s of the Board present.
- All Executive Directorate meetings: 50% plus 1 member of the Executive Directorate present.
ARTICLE IV
GOVERNANCE
IV.1 Governing authority shall be vested in the Board of Directors to be assisted by the Executive Directorate in accordance with the provisions specified herein.
IV.2 Composition of the Board of Directors:
The Board of Directors shall comprise the following
A. A maximum of fifteen (15) At-Large Directors elected by members at the General Meeting/Convention of NOSLINA in accordance with election procedures specified in this constitution and by the Elections/Nominating Committee.
B. Presidents or Board Chairs of affiliate chapters of NOSLINA. Using criteria to be determined by the Board, NOSLINA shall assign affiliate status to Sierra Leone organizations across North America. The number of affiliate chapters shall be determined from time to time by the board.
C. Emeritus Chair. The board from time to time may designate a former Chair of the board to serve on the board as Emeritus Chairman with all the honors, privileges, rights and responsibilities of a board member. To be eligible for selection/designation as Emeritus Chair, the prospective candidate shall have served as a board member for at least 5 years prior to being officially installed as Chairman of the Board. The number of emeriti chairs to sit on the board shall be determined from time to time by the board. Emeriti Chairs shall serve no more than two 2-year terms in that capacity on the Board of Directors. Nothing in this constitution shall preclude a former emeritus chair to seek election to the board after four years as an individual at-large member of the board.
D. The Executive Director shall serve as an ex-officio member and secretary of the Board.
IV.3 POWERS OF THE BOARD OF DIRECTORS:
The Board of Directors is the legislative and policy making body of NOSLINA. All official actions of the Board shall be taken only at a duly convened and constituted meeting of the Board. The Board shall speak only through its minutes, which shall be kept by the Executive Director or as otherwise specified by the Board. A properly constituted Board and the Chairman shall adopt all minutes of NOSLINA and the Chairman and one Board member shall date and affix their signatures to signify adoption of all minutes. There shall be Board of Directors meetings at least once every four months in a calendar year provided that the Chairman or any six members of the Board may call for a meeting in extra-ordinary session. Upon the call of a meeting in extra-ordinary session, the Chairman or the Deputy Chairman shall preside over said meeting except that in their absence or unwillingness or incapacity to chair said extra-ordinary session, a member of the Board shall chair the meeting. Upon a request by the Rules Committee, the Chairman shall call a meeting of the Board to receive and act upon a report of said committee. Such a meeting shall be deemed a special session and any member of the Board of Directors may chair such meeting and his signature shall be substituted in place of the Chairman's to signify adoption of the proceedings of the meeting. All expenditures of NOSLINA shall be submitted for approval to the Board of Directors. The board from time to time may appoint any one of its members to a position that supports the work of the board and as deemed appropriate. Such appointments shall be for a renewable term of one year.
IV.3A There shall be elected during the general meeting/convention, among the fifteen individual Board members, a Chairman of the Board of Directors who shall serve for a term of Two (2) years. No member elected to the office of Chairman of the Board shall serve more than two (2) consecutive terms.
IV.3B DUTIES: The Chairman of the Board shall convene and preside over the meetings of the Board. The Chairman of the Board shall call to order and preside over the annual general meeting of NOSLINA except that he may delegate such function either to the Deputy Chairman or a member in good standing, or when necessary an invited guest as a facilitator.
The Chairman shall not with hold his signature where a majority of the Board have voted to adopt the minutes nor with hold his signature where a majority of the Board have voted to approve an expenditure nor shall he delay or refuse to convene a meeting of the Board when requested to do so by at least six members of the Board or the Rules Committee.
No provisions of the constitution shall be interpreted to confer unilateral powers, whether executive, legislative or judicial on the Chairman of the Board. All powers not specifically delineated or enumerated herein for the Chairman are reserved to the Board of Directors.
IV.4 There shall be elected at the same time as the Chairman, a Deputy (or Vice) Chairman of the Board who shall serve for a term of one (1) year. No person elected to this office shall serve for more than two (2) consecutive terms. The Deputy (or Vice) Chairman of the Board shall serve as Chairman in the case of the removal; resignation, death or other incapacity or inability of the Chairman to perform his/her duties; or as the Chairman may from time to time delegate to him/her.
IV.4A: There shall be elected at the same time as the Chairman, and Deputy (or Vice) Chairman, the National Coordinating Director who shall serve for a term of one (1) year. No person elected to this office shall serve for more than two (2) consecutive terms. The National Coordinating Director shall serve as the board’s liaison to recommend the granting of affiliate chapters of NOSLINA to other Sierra Leone organizations in North America.
IV.4B: Members of the Board of Directors are elected/selected/designated as prescribed in Section IV.2 of this constitution for an initial term of One (1) year which terms are renewable at every general meeting/convention.
IV.5 THE EXECUTIVE DIRECTORATE
The Executive Directorate is responsible for the day to day administration and implementation of NOSLINA policies and functions as mandated by the Board of Directors.
IV.5A COMPOSITION: The Executive Directorate shall comprise of the Executive Director, Deputy Executive Director, Secretary and Records Keeper, Assistant Secretary, Treasurer, Assistant Treasurer, and Public Relations Officer,
IV.5B The Board of Directors shall appoint an Executive Director who shall be approved by a majority of the members meeting at a general meeting/convention.
IV.5C The Executive Director shall submit to the Board of Directors for approval a list of names of members to serve in the various offices enumerated in IV.5A.
IV.6 The Board of Directors shall only vote and approve nominees to the Directorate submitted by the Executive Director designate. All members of the Directorate shall hold office only during the term of the Executive Director except that a member's name may be resubmitted and re-appointed upon the selection of a new director.
IV.7A DUTIES: The Executive Director is the chief administrative officer of NOSLINA and shall be responsible to manage the daily affairs of NOSLINA.
(i) The Executive Director shall preside over monthly meetings of the Executive Directorate of NOSLINA
(ii) The Executive Director shall be a signatory on the NOSLINA bank account whose signature will be required for any withdrawal.
(iii) The Executive Director shall be a signatory on all contracts and instruments that bind NOSLINA.
- The Executive Director shall, not more than thirty (30) days after his/her selection, prepare an annual budget for NOSLINA which budget shall be submitted to the Board of Directors for approval.
(V)The Executive Director shall prepare a State of the Corporation Report which shall include a certified audited financial statement and submit the Report to the Board of Directors not later than thirty days before the convening of the general meeting/convention.
(vi) The Executive Director shall recommend policies to the Board of Directors for adoption.
IV.7B: The Deputy Executive Director shall act as Executive Director in the case of the temporary absence or incapacity of the Executive Director and shall act in whatever capacity the Executive Directorate may from time t time delegate or designate provided however that the Deputy Executive Director shall not act in any capacity provided for under IV.5A.
IV.7B1: The Deputy Executive Director shall serve as the Liaison for membership recruitment and shall report to the Executive Director on all matters arising there from.
IV.8 The Secretary and Record Keeper
(1)The Secretary and Record Keeper shall prepare all minutes and upon the advice of the Treasurer keep a register of all members in good standing. The Secretary and Record Keeper shall be the depository of all official documents of NOSLINA, including the seal of the corporation, the minutes, a current register of all members in good standing which shall include their addresses and telephone numbers.
(2)The Secretary and Records Keeper shall assist the Executive Director in convening meetings and preparing the agendas for such meetings. The Secretary and Records Keeper shall be responsible to publish to all members all notices, duly enacted motions and By-laws, and all other matters of NOSLINA
(3)The Secretary and Records Keeper shall be a co-signatory with the Executive Director on all contracts and other instruments binding upon NOSLINA except that his/her signature is not required in withdrawals from NOSLINA accounts maintained at any bank nor for any deposit thereto.
IV.8A: The Assistant Secretary shall assist the Secretary and Records Keeper and he/she shall act as from time to time may be directed by the Secretary and Record Keeper.
IV.9: The Treasurer shall collect all NOSLINA funds, including dues and donations, and shall deposit all such funds in a NOSLINA account approved by the Board of Directors and maintained in a federally insured banking institution with offices in the United States of America. The Treasurer shall make monthly and annual financial reports to the Directorate. The Treasurer shall be a co-signatory on all bank accounts maintained by NOSLINA. The Treasurer shall prepare and submit to the Board of Directors for approval all warrants for the expenditure of NOSLINA funds and shall keep a record of all warrants issued and approved.
IV.9A: The Assistant Treasurer shall assist the Treasurer in his duties and shall act as he/she may be directed from time to time by the Treasurer
IV.10: The Public Relations Officer shall under the direction of the Executive Director be the official mouthpiece of NOSLINA to the public. The Public Relations Officer shall publish an official bulletin or newsletter of NOSLINA, which shall be published quarterly provided that any such publication have been approved by the Executive Director.
CORPORATION OFFICERS
IV.11A: There shall be appointed by the Board of Directors an Auditor of NOSLINA accounts for a term of one (1) year. The Auditor of NOSLINA accounts shall be eligible to reappointment to no more than three (3) consecutive terms.
The Auditor shall investigate and report to the Board all financial matters of NOSLINA. The Auditor shall make and keep a record and prepare for the Board of Directors a quarterly audit of all NOSLINA funds.
IV.11B: There shall be appointed by the Board of Directors a General Counsel for NOSLINA. The General Counsel shall an individual trained in the law by any recognized law school in North American and conferred a degree in law by that institution or an individual admitted to practice law before any court of record in the North America.
The General Counsel shall advise the Board of Directors or the Executive Directorate on all legal matters before it.
The General Counsel shall prepare or at his direction have prepared and submitted all legal documents necessary for NOSLINA to maintain its legal status. All questions of repugnance and or conflict with the constitution and laws of NOSLINA are to be decided by the general counsel.
The General Counsel shall be appointed for a term of One (1) year renewable annually by the Board of Directors.
STANDING COMMITTEES
IV.12A: There is created three (3) standing committees which members shall consist of three (3) members each and who shall be appointed by the Board of Directors for a term of One (1) year. No member shall serve in more than one standing committee in any year nor are any members of the Board of Directors or the Executive Directorate be eligible to serve in any standing committee while a member of the Board or Directorate except that the Secretary and Record Keeper and the Assistant Secretary shall serve as ex-officio members of all standing committees.
IV.12B: The Nominating Committee shall provide a slate of candidates for all elective offices of NOSLINA
IV.12C: The Elections Committee shall conduct all elections for offices in NOSLINA
IV.12D: The Rules Committee shall adjudicate all disciplinary matters that arise in NOSLINA, which may be brought before it either on a complaint of the Board, Executive Directorate or an individual member.
IV.13: The Board of Directors upon the advice of the Executive Directorate shall appoint other ad hoc committees of NOSLINA, which may be deemed necessary from time to time.
ARTICLE V
ELECTIONS
V.1: ELECTION PROCEDURES:
Candidates for any office in NOSLINA shall not have been convicted of neither any felony, nor any crime of moral turpitude or be of insane or unsound mind or an idiot.
V. 1A: All members of NOSLINA, having been certified by the Treasurer that they are in good standing, and being above the age of eighteen (18) years, shall be eligible to vote and hold office in NOSLINA provided that no person shall hold two offices at the same time except for appointments to ad hoc committees.
V.1B: The Nominating Committee shall from time to time, determine the method of voting/selection.
V.2: The Nominating Committee shall present a slate of candidates to be elected at the general meeting/convention to the Fifteen (15) at large offices in the Board of Directors. Nothing in this provision shall prevent a member in good standing to be nominated and elected from the floor of the general meeting/convention for any of the Fifteen (15) at large seats on the Board.
V.3: All members after election/selection/designation shall be ratified upon a vote of the general members at the general meeting/convention. All newly elected members so duly ratified shall assume office no later than 24 hours of their election and the transition period for the transfer of all documents and signatures from the previous officers shall occur no later than 15 days from installation of the new officers.
ARTICLE VI
DISCIPLINARY PROCEDURES
VI.1 REMOVAL FROM OFFICE:
Whenever the Rules Committee, after investigation and the officer having been accorded due process of law, determines that said officer has violated this Constitution, the Articles of Incorporation, or the By-laws of NOSLINA, shall make a report to the Board of Directors with appropriate recommendations for sanctions which may include suspension or fine or removal from office, the Board of Directors may adopt or impose its sanction upon a majority vote of Board members present and voting. The Chairman shall convene a meeting of the Board of Directors to receive a report from the Rules Committee.
VI. 2A: SUSPENSION AND EXPULSION OF MEMBERS
A member who has unwittingly breached the laws of NOSLINA shall be censored and issued a warning letter from the Rules Committee.
- A member who continues in his breach or violation of NOSLINA laws after warning from the Rules Committee shall be suspended from membership for three months or until the breach is cured and violation abated.
- The Board of Directors shall expel any member who has been suspended twice within a twenty-four month period from membership in NOSLINA upon a recommendation of the Rules Committee.
- Any member who has been expelled may apply for readmission into NOSLINA after six months from the date of the expulsion. The Secretary and Record Keeper shall prescribe a form for such purposes.
iv. No person who has been expelled twice from NOSLINA shall be eligible for re-admission to NOSLINA.
ARTICLE VII
AWARDS AND RECOGNITION
The Board of Directors acting on the advice of the Executive Director and upon its on motion may confer honors, awards and or recognition on individuals, organizations and other entities which services and contributions are deemed meritorious and or beneficial to NOSLINA, Friends of Sierra Leone and the People of Sierra Leone.
ARTICLE VIII
AMENDMENTS
Amendments to this constitution shall be as prescribed herein:
VIII.1: An amendment proposed by any member of the Board of Directors or the Executive Directorate shall proceed upon introduction in the appropriate chamber by a majority vote of all the members of that chamber and a majority vote of the other chamber and a majority vote of all members in good standing as certified by the Treasurer to the Secretary and Records Keeper.
VIII.2: Where a member wishes to introduce an amendment without first submitting same through a member of either chamber to be introduced as a member's amendment in the member's chamber, said amendment must be submitted via United States mail, postage prepaid and registered to the Secretary and Record Keeper who shall forward same to the General Counsel. All such amendments must be submitted not later than sixty days before a general meeting/convention.
Chambers as used herein shall mean the Board of Directors or the Executive Directorate.
As used in this Constitution, whenever the masculine pronoun is used, the feminine may be substituted and whenever the feminine pronoun is used the masculine may be substituted as appropriate.
THIS CONSTITUTION, adopted by the members of NOSLINA in a general meeting/convention assembled, shall be in full force and effect from and after this the 15th day July 1999 and as amended and ratified this 26th day of April 2008.
