Saclepea-Mah Development Association
A NORTH CAROLINA COMMUNITY DEVELOPMENT CORPORATION
“Service Without Fear or Favor”
Founded August 15, 2010
BYLAWS
PREAMBLE
WE THE PEOPLE OF THE HISTORIC ORIGINAL SACLEPEA-MAH CHIEFDOM of Nimba County (north-central Liberia) residing in the United States of America, desiring to bring sustainable development to our Chiefdom and return it to its pristine glory as a champion of Liberian unification and continental African unity; being ever grateful to the CREATOR that our Chiefdom, known for its enormous spirit of resilience and work ethic, is endowed with natural and human resources including accomplished professionals and people with a “can-do” spirit who are motivated by self-respect, self-esteem and collective effort for personal and community advancement; acknowledging our common cultural values and realizing the importance of working together in unity to promote peace, economic development and social progress; and convinced that those of us in the Liberian Diaspora in the West owe it to our suffering brothers and sisters in the homeland to bring them lasting healing, health, hope and wholeness; and further driven by the collective conviction that our Chiefdom has the ability to bounce back from gloom to glory, do hereby form this distinctly not-for-profit community development corporation (CDC), as defined by the not-for-profit community development corporation laws of the State of North Carolina, United States of America.
ARTICLE I: ORGANIZATION
Section 1. NAME: The name of this Corporation is the SACLEPEA-MAH DEVELOPMENT ASSOCIATION (hereinafter called “SAMDA”), a community development corporation established under the not-for-profit corporation laws of the state of North Carolina, United States of America.
Section 2. MOTTO: SAMDA shall be shaped, informed, guided and distinguished by its organizational motto: “SERVICE WITHOUT FEAR OR FAVOR” --- underscoring its raison d'être (“reason for existence”); modus operandi (“method of operating”); and Missio Dei (“Higher Calling”) “to do justly [and] “to love mercy” in all its dealings with the communities, people groups and individuals served.
Section 3. GOVERNANCE AUTHORITY: The overall governing board of SAMDA is the Elders Council (EC), constituted by the membership of the Organization, and charged with responsibility for guiding the affairs of the Corporation through its Executive Elders Committee (EEC) between organizational meetings.
Section 4. PRINCIPAL OFFICE: The principal office of SAMDA in the United States shall be located in the City of Greensboro, County of Guilford, or in such other municipal community within the County as may be determined from time to time by the Elders Council. This office shall be managed by the Executive Director of SAMDA, who must be selected by the Elders Council by a majority vote of the Council.
Section 5. MEMBERSHIP: SAMDA shall be a membership organization, open to qualifying organizations and individuals approved by the Elders Council consist with these Bylaws.
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Section 6. LIAISON & TRANSIT OFFICES: For purposes of linking resources and needs and enhancing operations at the USA Principal Office, liaison and transit offices may be established in the United States and Liberia by the Elders Council. These may include, though not limited to the following geopolitical regions (a.k.a. zones):
A. USA Regions (Zones)
1) Northeastern Region (Zone 1): Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Rhode Island, and Washington D.C.
2) Southern Region (Zone 2): Alabama, Florida, Georgia, Ohio, North Carolina, South Carolina, Tennessee, Texas, and Virginia.
3) Midwest Region (Zone 3): Illinois, Iowa, Michigan, Minnesota, North Dakota, South Dakota, and Wisconsin.
4) Western Region (Zone 4): Arizona, California, Colorado, Nevada, and Utah
B. LIBERIA National Regions (Zones)
1) Capital Region (Zone 1): all of Montserrado County including Greater Monrovia (inner-city and suburban communities), with a significant concentration of Saclepea-Mah citizens in postwar Liberia.
2) Leeward Region (Zone 2): all other counties of Liberia combined where Saclepea-Mah people reside, with the exception of Nimba County. The Leeward Region shall fall directly under the Capital Region and its residents, seeking membership in SAMDA, shall pursue same with the Capital Region and be coordinated and supervised from Monrovia.
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3) Gbannah Region (Zone 3): all of Gbannah Clan, alphabetically the first of six clans comprising the Saclepea-Mah Chiefdom of Nimba County, and including Gbannah citizens residing elsewhere within Nimba County.
4) Gbehyi Region (Zone 4): all of Gbehyee Clan, alphabetically the second of six clans constituting the Saclepea-Mah Chief of Nimba County, and including Gbehyee citizens residing elsewhere within Nimba County.
5) Lao Region (Zone 5): all of Lao Clan, alphabetically the third of six clans which make up the Saclepea-Mah Chiefdom of Nimba County, and including Lao citizens residing elsewhere within Nimba County.
6) Lissonoh Region (Zone 6): all of Lissonoh Clan, alphabetically the fourth of six clans that comprise the Saclepea-Mah Chiefdom of Nimba County, and including Lissonoh citizens residing elsewhere within Nimba County.
7) Wee Region (Zone 7): all of Wee Clan, alphabetically the fifth of six clans that make up the Saclepea-Mah Chiefdom of Nimba County, and including Wee citizens residing elsewhere within Nimba County.
8) Zahn Region (Zone 8): all of Zahn Clan, alphabetically the sixth of six clans comprising the Saclepea-Mah Chiefdom of Nimba County, and including Zahn citizens residing elsewhere within Nimba County.
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Section 7. REGIONAL LIAISON/ADMINISTRATION: Each designated Region, in the United States and Liberia, shall be headed by a Regional Coordinator who shall be appointed by the Elders Council or its constitutionally approved Proxy (Representative Leadership Team), with the advice and consent of the USA Executive Director, to manage the regional affairs of SAMDA.
ARTICLE II: NATURE & SCOPE
Section 1. NATURE: SAMDA shall be an umbrella corporation and a movement for linking resources and needs for serving the people of Saclepea-Mah Chiefdom of Nimba County (north-central Liberia), both at home and abroad. It shall develop, operate and maintain a network of community empowering and life changing services, within the tradition of a community development corporation, so as to enable its like-minded Members including member community-based organizations (CBOs) and individuals, indigenous to the Chiefdom, to accomplish their respective vision and mission.
Section 2. SCOPE: SAMDA shall function with focus on the following three population groups (subject to necessary review and adjustments):
A. State of North Carolina --- where the Organization is incorporated and registered.
B. Diaspora Communities of Saclepea-Mah People in America --- provided, however, that all occasional and regular activities of the Corporation conducted outside of North Carolina must have prior approval of the Elders Council; and must have prior legal authorization and certification as per established guidelines and prerequisites. Other qualifying Diaspora Communities may be considered by the Elders Council from time to time.
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C. Saclepea-Mah Chiefdom --- the primary region of service situated in Nimba County (north-central Liberia) and including the six original clans (Gbannah, Gbehyi, Lao, Lissonnoh, Wee and Zahn) as well as such other clans as may be created by national legislative enactment or amalgamation in the future; provided, however, that the projects, programs, services and activities of the Corporation shall be subject to prior approval by the Elders Council of SAMDA and legal authorization/certification in the Republic of Liberia
ARTICLE III: PURPOSE
Section 1. MISSION STATEMENT: Dedicated to “Service Without Fear or Favor” as its modus operandi (“operating method”), SAMDA exists to empower and motivate the people of Saclepea-Mah Chiefdom, at home and abroad, to help themselves realize their visions, dreams and aspirations in life and to accomplish their desire for Integrated Sustainable Development.
Section 2. GENERAL PURPOSE: Consistent with its nature, vision, mission, goals and objectives as an umbrella community development corporation for linking resources and needs, with focus on its defined target community, SAMDA shall seek:
A. To mobilize the efforts of like-minded Members indigenous to Saclepea-Mah Chiefdom, coming together in the form of a purpose-driven movement for support and cooperation in order to carry out the Corporate Identity, Vision and Mission of SAMDA while fulfilling their respective dreams and aspirations.
B. To facilitate lasting healing, health, hope and wholeness within the target community (Saclepea-Mah Chiefdom and its constituents at home and abroad) through jointly coordinated efforts of its Members or by operating alone as a corporate entity.
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C. To serve as a catalyst for positive change through community empowerment and life transformation, within the scope of its Corporate Identity, by linking resources and needs to enable its like-minded Members, both community-based organizations (CBOs) and individuals, to survive and thrive as productive contributors to the welfare of the human family.
Section 3. FOCUSED PURPOSE: The overall purpose of SAMDA and vision of community shall be pursued through the following service outlets:
A. Adult Literacy --- offering like-minded Members continuing education programs for first-time and returning adult learners to improve skills, acquire new knowledge and develop their innate abilities.
B. Advocacy --- highlighting the felt and perceived needs of the target community in order to mobilize necessary public sensitivity, concern, care and support.
C. Agriculture --- empowering like-minded Members to adequately feed their families and others in need.
D. Appropriate Rural Technology --- equipping like-minded Members to improve their living standard through the development of basic amenities of life. These may include agro-tech industries, agribusiness, alternative energy, facility construction and other activities in the emerging field of Appropriate Rural Technology in developing nations.
E. Career-Tech & Industrial Training --- helping like-minded Members acquire basic and useful knowledge and skills in broad-based occupations from entry through professional levels.
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F. Child and Youth Development --- enabling like-minded Members to prepare the next generation of leaders through SAMDA Boys & Girls Clubs and other learning experiences that demonstrate special concern for this emerging segment of Saclepea-Mah population.
G. Computer Literacy & Systems Development --- enabling like-minded Members to offer much needed services to their areas of operation.
H. Cultural Development & Enrichment --- helping like-minded Members provide the necessary education, training and resources which will facilitate the development of acceptable cultural, traditional, moral and aesthetic values as well as linguistic skills for survival and interaction. These diminishing skills within the Diaspora Communities shall be particularly addressed in creative ways.
I. Economic Development--- helping like-minded Members advance socio-economic and technological progress by equipping and assisting communities to realize at least three growth models: production, savings and labor supply.
J. Education and Training --- helping like-minded Members continue the process of education and practical training for personal and collective development and advancement.
K. Emergency Relief --- empowering like-minded Members to come to the aid and rescue of their immediate communities in time of disaster and desperate needs.
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L. Faith-Based Concerns --- preparing and assisting like-minded Members to demonstrate sensitivity, understanding and care in their interaction with and services to people of faith within their areas of operation, especially in view of religious diversity and increasing religious fault-lines in postwar Liberia in general and Nimba County in particular including Saclepea-Mah Chiefdom.
M. Funding --- funding like-minded Members, both community based organizations (CBOs) and individuals, in good standing as defined by the these Bylaws.
N. Generational Needs --- empowering like-minded Members to meet the felt and perceived needs of their neighborhoods, communities, towns, villages and clans with focus on carefully identified age brackets (existing and unborn generations) including, but not limited to, the following: Builders (born before and up to 1945); Boomers (born from 1946 through 1964); Busters (born from 1965 through 1983); and Bridgers (born since 1984 and also called “millennial generation” for bridging the 20th and 21st centuries).
O. Health -- helping like-minded Members survive and thrive amidst devastating healthcare crises.
P. Housing --- helping like-minded Members realize their dream for affordable and decent housing/home ownership for family unity and dignity.
Q. Leadership Development --- enabling like-minded Members to obtain relevant and useful knowledge, skills and experience which prepare them as both capable followers and leaders where they live, work and interact with others.
R. Library Development --- helping like-minded Members launch, development and improve community and school libraries within their areas of operation.
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S. Life-Skills Development --- enabling like-minded Members to acquire adequate workforce preparation for gainful employment and business ownership through basic instruction in such areas as: Career Success Skills; Citizenship Skills; Communication Skills; Employment/Workplace Skills; Independent Living Skills; Personal Financial Skills; Personal Management Skills; Personal Relationship Skills; Small Business Development Skills (a crash course in business ownership); Time Management Skills; and Vehicle Ownership Skills, etc.
T. Light and Water --- working alongside like-minded Members to bring these basic amenities of life (we take for granted in the West) to their underprivileged communities, through partnership with caring and concerned organizations and individuals.
U. Local Community Development --- empowering like-minded Members by providing them with the skills and resources they need to effect positive change in their own communities and areas of operation.
V. Microfinance Enterprise Development --- serving like-minded Members through SAMDA Microfinance by bringing together microfinance practitioners and investors to explore how microfinance creates jobs and opportunities to build stable and sustainable communities in the developing world. We shall seek:
1) To draw upon the experiences of professionals in the field of microfinance;
2) To engage with leading innovators in the field of microfinance; and
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3) To find their own unique place, domestically or internationally, in the ever-emerging field of microfinance.
W. Obtaining Donations --- helping like-minded Members secure much needed funds, through grants and donations, for community empowering and life changing projects, programs, services and activities within their own areas of operation.
X. Sending People --- recruiting, mobilizing, and sending uniquely qualified individuals and groups of individuals as short-term volunteers to assist SAMDA Members in their respective areas of operation, as may be necessary from time to time.
Y. Sports and Athletics --- providing like-minded Members with many opportunities for improving mental and physical well-being by taking part in a variety of sports and athletic events and activities, including:
1) Recreational Sports, which provide students the flexibility to develop a personal physical fitness program that fits into their own class schedule and social lives.
2) Intramural Sports (or intramurals), basically recreational sports organized within a set geographic area (city, town, community, etc.), offered throughout the academic calendar, which allow students to play organized games through sports matches and contests.
3) Intervarsity Sports, organized games with teams participating from schools across an entire clan and from other cities, towns and villages within the target region.
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4) Scholastic Recreational Trips, which allow students to experience adventures outside of their immediate environment as part of integrating theory and practice in the learning process.
5) Intercollegiate Sports, offering organized competitive sporting activities and games for the benefit of postsecondary schools within the target region and beyond.
6) Adult Recreation, helping like-minded Members increase recreational sports opportunities for adults in their communities in partnership with other like-minded groups.
7) Sports Leagues, the most inclusive aspect of SAMDA Sports and Athletics program designed to serve all six original clans comprising Nimba County’s Saclepea-Mah Chiefdom in Liberia (namely Gbannah, Gbehyee, Lao, Lissonoh, Wee, and Zahn), by forming sports leagues using animal characters as follows:
v Gbannah Gazelles
v Gbehyi Grizzlies
v Lao Leopards
v Lissonnoh Lions
v Wee Wolverines
v Zahn Zebras
Z. All Other Projects --- direct or indirect services necessary for restoring human dignity in Saclepea-Mah Chiefdom and among its people in the Diaspora, with a ripple effect near and far. SAMDA shall seek to build a wholesome functioning society through:
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1) Resource Mobilization --- providing like-minded Members with the necessary resources which will support and assist community-based development and service organizations within the target community.
2) Investment --- serving like-minded Members by helping them invest in Saclepea-Mah Chiefdom and its people, communities and future.
3) Regional and Community Exposure --- developing promotional literature, organizing and attending trade shows, participating in other promotional efforts, building infrastructure for new and prospective investors/employers, and engaging in all forms of public relations and publicity designed to:
a. Improve the ability to capture dollars for sustainable development in the target region and community.
b. Encourage the formation of new businesses in the target region and community.
c. Secure grants and other forms of assistance for the varied community development work.
d. Develop a comprehensive approach to achieving the mission of SAMDA.
e. Inspire community planning that ensures integrated sustainable community development.
f. Motivate community organizing with all residents working together to address their felt and perceived needs.
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g. Encourage creative partnerships across barriers to discover and address overwhelming human problems.
h. Establish appropriate awards to honor those who demonstrate a deep commitment to making Saclepea-Mah Chiefdom and its communities, at home and abroad, a unified and captivating environment that motivates others to replicate the collective success of SAMDA.
ARTICLE IV: DISTINCTIVES
Section 1. CORE VALUES: Consistent with its organizational motto, “SERVICE WITHOUT FEAR OR FAVOR,” SAMDA shall be shaped, informed, guided and distinguished by Professional Values, Principles of Conduct, and Commitment and Compliance. Towards this end, the Elders, executives, staff, associates and clients of SAMDA are to observe and appreciate the following critical elements of our core values: A. EXPERTISE
We are unflinchingly committed to acquiring and responsibly using specialized knowledge and experience in the field of not-for-profit community economic development, as we seek to advance the profession through continued professional enhancement, research, and education.
B. HONESTY
We desire and strive to adhere to the highest standards of accuracy and truth in advancing the interests of those we serve; in communicating with the general public; and in building mutual understanding, credibility, and relationships between us and our supporters and among a variety of institutions and clients who benefit from our services.
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C. LOYALTY
We are faithful to our donors and contributors, to those we serve, and to the ideals of the not-for-profit community economic development profession, while honoring our obligation to serve the people of the Saclepea-Mah Chiefdom in particular, Nimba County and Liberia in general.
D. INDEPENDENCE
We exist to provide professional community empowering and life-changing services to all our like-minded Members and clients for their individual and collective welfare. Therefore, we reserve the right to exercise wisdom, caution and care in providing those services and expect the beneficiaries of our services to respect our independence in making decisions and taking responsibility for our actions.
E. FAIRNESS
In pursuit of our mission to offer “Service Without Fear or Favor,” we intensely seek to conduct our affairs in complete fairness toward clients, employers, competitors, peers, vendors, the media, the general public, and all with whom we shall have direct and indirect professional association. In so doing, we respect all opinions, support the right of free expression, and expect those we serve and all others concerned to equally respect our Code of Ethics in its entirety.
Section 2. BASIC HUMAN RIGHTS: In pursuing its vision, mission, goals and objectives in Saclepea-Mah Chiefdom and among its people in Diaspora in the United States and beyond, SAMDA holds in view those internationally accepted needs of the human family which it seeks to facilitate:
§ Safety/Security -- the need for structure, predictability, stability, and freedom from fear and anxiety.
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§ Belongingness/Love – the need to be accepted by others and to have strong personal ties with one’s family, friends, and identity groups.
§ Self-esteem -- the need to be recognized by oneself and others as strong, competent, and capable; and to know that one has some effect on her/his community or environment.
§ Personal fulfillment -- the need to reach one's potential in all areas of life.
§ Identity -- a sense of self-worth and the need to have a fulfilling relationship to the family, neighborhood, community and the outside world.
§ Cultural security -- the need for recognition of one's language, traditions, cultural values, ideas, moral/spiritual foundations, and concepts.
§ Distributive justice -- the need for the fair allocation of available and existing resources among all members of a community without discrimination
§ Participation -- the need to be able to actively participate in and influence civil society on the local, regional, national and international levels as per the individual’s personal and professional preparation and abilities.
§ Legacy --- the need to perpetuate personal and family legacy through the education, training and mentoring of children and youth to build on solid foundations laid by generations before.
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ARTICLE V: MEMBERSHIP
Section 1. Individual Membership Qualification: Membership in SAMDA shall be open to all people who are indigenous to Saclepea-Mah Chiefdom including the six clans (Gbannah, Gbehyee, Lao, Lissonoh, Wee and Zahn), their spouses, descendants, friends and associates residing in the United States of America and Liberia, who are eighteen years of age or older and who enthusiastically identify
with and support the vision, mission, purpose, goals and objectives of this values-oriented community development corporation. Only those duly registered and in good standing shall be considered Members; and only such shall qualify to serve on the Elders Council or the National Field Council as per constitutional procedures.
Section 2. Organizational Membership Qualification: Membership in this Organization shall also be open to educational and socio-economic development agencies and community-based organizations (CBOs) indigenous to or focused on the Saclepea-Mah Chiefdom, as well as all like-minded academic institutions, community empowerment and life transformation agencies, industries, corporations and their associates in the United States that are sympathetic towards and are supportive of the vision, mission, purpose, goals and objectives of SAMDA and desire to demonstrate such identification with the cause by becoming registered participants.
Section 3. A member in “good standing” shall be understood to mean a like-minded Member, an individual or organization, that is duly registered and up-to-date relative to settlement of all financial and related membership obligations; and who is an active participant in the projects, programs, services, activities and functions of SAMDA. The Elders Council and/or the Executive Elders Committee (USA) and the National Field Council (Liberia) shall determine, from time to time, the current status of a Member within their jurisdiction;
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and they shall establish the proper process by which such status is determined. The renewal of lost membership shall be discretionary with the Elders who may make such renewal retroactive to the date when that member was a “member in good standing.”
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Section 4. Associate Membership, without voting privilege, shall be granted to like-minded individuals and organizations that are “Friends of SAMDA” and support its work.
Section 5. Membership Benefits & Privileges: A regular member in good standing (see Article V.3) shall be entitled to:
a) Participate in all activities of SAMDA;
b) Vote in matters and on issues before the membership;
c) Hold office within the Organization; provided, however that the Member is suitably qualified for a post requiring specialized knowledge and expertise;
d) Attend meetings, conferences, conventions, seminars and other assemblies of the Organization that are open to the general membership;
e) Receive special recognitions, awards and accolades from the Organization and/or its Members and associates for accomplishments relevant to the Organization;
f) Enjoy necessary social compassion, care and concern from the Organization and/or its Members in time of need;
g) Get much needed help with a variety of needs with life in the United States, as the Organization may afford; and
h) Benefit from such other membership privileges as may be available from time to time.
Section 6. ADMISSION: Any like-minded qualifying natural person or organization (see Article V.1-4) may apply for membership in SAMDA and be considered by the Elders Council (USA) or the National Field Council (Liberia), depending on place of residence, for such once the applicant has confirmed complete commitment to the following:
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a) SAMDA Bylaws
b) SAMDA vision, mission, purpose and distinctive characteristics
c) Pay at least the minimum admission fee established by the Elders Council, unless exempted by the Council as per provisions of these Bylaws.
d) Pay the annual membership contribution, according to established guidelines, unless exempted by the Elders Council.
e) Meet all other conditions set by the Elders Council, consistent with these Bylaws.
Section 7. FORMALIZATION: Admission to membership in SAMDA is formalized by the signing of the Membership Covenant following proper review of completed application by the appropriate Committee of the Elders Council (USA) or the National Field Council (Liberia), depending on country of residence.
Section 8. MEMBERSHIP PRINCIPLES: All current and prospective like-minded Members of SAMDA are to carefully observe the following basic Membership Principles:
a) Freedom and Responsibility
Each member organization has freedom and responsibility to design its management, operations, and legal identity supported by the appropriate human, technical and financial resources. Thus, SAMDA does not control the operational activities of its members organizations (i.e. regional Clan Agencies).
b) Equality
All Members are equal partners, valued and respected and thus we are one and equally yoked. There is not an emphasis on organizational hierarchy.
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c) Team Leadership
Team leadership and equality of partnership in SAMDA shall be expressed through unity and consensus of the Elders Council (USA) or the National Field Council (Liberia).
d) Direct Relationships
All Members serve each other directly and appeal to each other for mutual encouragement and building of positive relationships.
e) Supportive Stewardship
Members effectively and efficiently manage and share resources and expertise with one another and with valued partners to support each other.
f) Local Member Development
Members are encouraged to become Indigenous Partners by growing in their local potential and the capacity to give and receive in the spirit of creative partnership.
g) Spirit of SAMDA Family
We will celebrate our shared history and foster the spirit of the SAMDA family as our priority to keep the Family (Movement) together. Where Members of the SAMDA Family wish to serve in the same locality, we will develop agreements and guard the good name of SAMDA. In all our cooperative activities and conduct, we shall observe the universal Golden Rule or ethic of reciprocity which simply states: “Treat others as you would like to be treated.”
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h) Not-For-Profit Basis
SAMDA will be operated on a not-for-profit basis and will carry out no commercial activities, unless necessary to achieve its purpose. Should that ever be the case, the Corporation shall take every care to pay such “unrelated business” taxes and thereby protect its tax-exempt status. Due diligence shall be maintained at all time for the benefit of all involved.
Section 9. LOSS OF MEMBERSHIP: Membership in SAMDA is not transferable and is lost:
a) By resignation given in written or electronic form;
b) By formal or effective dissolution of a Member's organization;
c) By decision of the Elders Council (USA) or the National Field Council (Liberia) based on such acts as non-payment of dues in the prescribed period, serious offense or act which causes harm to SAMDA, or any other reason the Governance Authority shall deem necessary to safeguard the purpose and interests of the Corporation.
Section 10. CONSEQUENCE OF LOST MEMBERSHIP: The consequence of loss of membership includes the return of name, logo, marks and other intellectual property rights of SAMDA which may be in the possession of the former member, be it a natural person or an organization.
ARTICLE VI: FINANCING
Section 1. SAMDA shall be financed by:
a) Contributions of its Members
b) Grants, gifts, legacies, etc.
c) Products of any commercial activity carried out under the provision of Article 5 (h) of these Bylaws.
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Section 2. The admission fees and ordinary annual contributions are set by the Elders Council (USA) and the National Field Council (Liberia) for each coming year. In exceptional circumstances, the Governance Authority can approve the exemption of admission fees or contributions or both (i.e. application for Associate Membership status, etc.).
Section 3. The administrative period is a calendar year (from January 1 to December 31).
Section 4. SAMDA is responsible only for its own debts and liabilities, and not for those of its Members. Conversely, the Members of the Corporation are only responsible for SAMDA’s debt and liabilities to the limit of the amount of their annual dues/contributions set by the Elders Council (USA), both for Members in Diaspora and in the homeland in consultation with the National Field Council (Liberia), and nothing else.
Section 5. Banking: All funds and money of the corporation shall be deposited, handled and disbursed, and all bills, notes, checks and like obligations and endorsements, for deposit or collection, shall be signed by the General Secretary/Treasurer or such officers as the Elders Council (USA) shall from time to time designate; provided, however, such designee shall report all transactions to the General Secretary/Treasurer without delay. All money, funds, bills, notes, checks and other negotiable instrument coming to the corporation shall be collected and promptly deposited in the name of the corporation in such depositories.
ARTICLE VII: FUNCTIONAL CORPORATE STRUCTURES
Section 1. USA Structure: The functional structure of SAMDA in the United States shall include the:
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a) Elders Council (EC)
b) Executive Elders Committee (EEC) serving between sessions
c) Executive Chaplain
d) Regional Coordinators (USA)
Section 2. Liberia Field Structure: In the Republic of Liberia, West Africa, the functional structure of SAMDA shall comprise the following:
a) National Field Council (NFC) --- a national advisory group
b) Local Elders Committee (LEC) --- a local advisory group
c) National Chaplain
Section 3. These functional structures are set up to serve SAMDA and not control its Members.
A. THE ELDERS COUNCIL: The Elders Council (General Council of the members) shall be composed of representatives (hereinafter called “Elders”) from the entire like-minded membership of SAMDA in the United States, including only Members in good standing as determined by criteria set forth in these Bylaws. The Elders shall determine the total membership of the Council from time to time, based on the strength of the General Membership. The following shall apply to the Council:
1) For legal purposes, only like-minded Members in good standing and residing in the United States shall constitute the Elders Council; provided, however, that this shall not prevent like-minded Members in good standing and residing outside the United States (including Liberia) from serving on any of the Special Commissions.
2) The Elders Council is authorized to admit at-large elders and advisors when necessary and helpful.
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3) The Chairperson or General Secretary may invite guests to Council meetings.
4) The Annual Elders Council meeting is convened by the Chairperson once per year, no later than September 30th. An emergency Elders Council meeting may be convened by the Chairperson when circumstances make it necessary or when at least one fifth of the Elders require it. The emergency call occurs by written or electronic letter at least ten days before the meeting that includes the agenda.
5) The Elders Council is lawfully convened if at least one-half of the Elders are present. The Elders Council shall be presided over by the Chairperson or, in the absence of the Chairperson, by the Vice Chairperson.
6) Each member is entitled to one vote, in person and not by proxy.
7) Election of a Chairperson, Vice-Chairperson and General Secretary shall be by careful nomination and balloting and decided by simple majority.
8) Unless otherwise foreseen in these Bylaws or by the law, motions are decided by consensus (only when necessary requiring a majority of votes of the assembled persons). In the case of a tie, the vote of the Chairperson shall prevail; and the vote shall be in person and not by proxy.
9) Admission of Like-Minded Organizations – The Elders Council shall empower a Nomination Committee to screen, circulate and decide on acceptance of Members and invite them to present their power point presentation. The Elders Council members welcome and affirm the new members. Other activities to be handled during the Annual Elders Council Meeting may included:
§ Discussion, reflection and decisions on future plans and activities of SAMDA;
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§ Admission or loss of membership;
§ Approval of minutes of the previous meeting;
§ Receive the Annual Report and approve the audited accounts;
§ Receive and share new matters of dialogue;
§ Approve the Annual Plan and Budget; and provide instruction to the Executive Elders Committee;
§ Election or dismissal of the Officers;
§ Election or dismissal of Elders on the Executive Elders Committee;
§ Appointment of the Auditor for future activity;
§ Fixing of the rate of the annual dues/contributions;
§ Amendment of Bylaws (if necessary) and membership criteria;
§ Ownership and revision of the name, logo, marks and other intellectual property of SAMDA (in the event of loss of membership);
§ Dissolution and Liquidation of the Corporation (SAMDA) if necessary;
§ Designation of the time and location of the next Annual Elders Council meeting.
10) Order of Business: The suggested order of business at the Elders’ Meetings and all other meetings of the Organization shall be as follows:
§ Invocation
§ Establishing a Quorum
§ Proof of Due Notice of Meeting
§ Reading and Disposal of Unapproved Minutes
§ Reports of Officers, Committees & Auxiliaries
§ Election of Officers as May Be Necessary
§ Unfinished Business
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§ New Business
§ Adjournment With Prayer
11) Parliamentary Authority: The rules contained in Robert's Rules of Order (Newly Revised) shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Organization may adopt.
12) Authorization & Powers of Attorney: In addition to other legal powers described herein, the Elders shall be responsible to also do the following:
a) All deeds of conveyance, trust deeds, mortgages, promissory notes, contracts, and other documents, when authorized by the Elders Council or its Executive Elders Committee acting on behalf of the Council as authorized, shall be executed on behalf of SAMDA by two officers, either the Chairperson or Vice-Chairperson and the General Secretary/Treasurer and the corporate seal affixed; however, the Elders Council may grant authority to any two administrative officers of the Organization acting jointly to sign any necessary documents, including checks.
b) Powers of attorney may be voted by the Elders Council to administrative officers, including the Executive Director (USA) and National Director (Liberia), to act within the limits stated in such powers of attorney.
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13) Compensation. Elders shall not receive any stated or fixed salary for their services as an Elder, including service on the Elders Council or Executive Elders Committee. Elders may receive reimbursement for expenses actually incurred while serving as an Elder.
14) Duties. Working in council, executive committee or sub-committees, the Elders provide critical leadership for the Organization in many ways, among:
§ Prioritize the work of the corporation and act on matters between meetings, oversee financial and legal matters, orienting new members, hire and evaluate the executive director and ensure organizational effectiveness.
§ Oversee community development initiatives, identify and prioritize development needs, provide construction and finance expertise, identify partners for development-related projects and participate in the contractor selection process.
§ Responsible for development, redevelopment, reconstruction, business engagement, infrastructure improvement projects, implementing a community identity strategy, advocating for parks and public spaces and land-use issues.
§ Coordinate public events (community forums, open houses, ribbon cuttings), nurture relationships with public officials, communicate with the public and promote the mission and work of the organization.
§ Provide oversight of financial matters, engages a third-party auditor, secures financial resources to accomplish mission and solicits and acknowledges contributions.
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§ Recruit new Elders based upon expertise and commitment to the organization’s mission and values.
B. THE EXECUTIVE ELDERS COMMITTEE
1) The Executive Elders Committee shall consist of not less than nine (9) or more than fifteen (15) Elders, including within this total number, the Chairman, Vice Chairman and General Secretary/Treasurer of the Elders Council.
2) The Elders of the Executive Elders Committee are elected to terms of two years, that can be renewed.
3) The Executive Elders Committee meets as often as the matters require it, but at least once a year. The resolutions are taken by consensus (only if necessary by majority vote) of the assembled Elders. The Chairperson has the prevailing vote in case of a tie. The meetings and the adopted resolutions require at least one half of the Elders of the Executive Elders Committee present, and voting, to be valid.
4) The Chairperson and at least one other Elder have authority to be signatories on behalf of SAMDA. The Elders Council may determine any additional signatories.
5) The Executive Elders Committee prepares and directs business on behalf of the Elders Council. It decides all matters that are not especially reserved for the Elders Council. It executes the resolutions of the Elders Council and represents SAMDA towards third persons. The Executive Elders Committee may nominate, if necessary, sub-committees to be in charge of special tasks which are fixed by the Executive Elders Committee.
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C. OFFICERS
1) The Officers of SAMDA are the Chairperson, Vice-Chairperson, General Secretary, and Chaplain. They are elected by the Elders Council and serve for two year terms which can be renewed.
2) The General Secretary handles all financial and administrative matters of the Corporation under the authority of the Elders Council and the Executive Elders Committee, acting both as Secretary and Treasurer.
3) The Chaplain sets the cultural, moral and spiritual tone for Divine Guidance. He or she chairs the SAMDA Faith & Family Commission.
4) Compensation. No salary shall be paid to any of SAMDA’s officers acting solely in their capacity as officers, except reimbursements for expenses incurred during authorized performance of duties.
5) In case of the absence or disability of an officer of the Organization, or for any other reason that the Elders Council may deem sufficient, the Council, except where otherwise provided by law, may delegate, for the time being, the powers or duties of any officer to any other officer, or to any member of the Elders Council.
6) The Chairperson: In addition to the duties ordinarily incumbent upon the several elected or appointed officers of the Organization, the Chairperson shall be responsible for the administration of the Council’s activities, including the processes for monitoring, disciplining and recruiting individual Elders. He or she shall have general powers and duties of supervision and management necessary for cultural application of the Council’s actions. The Chairperson shall perform such other duties as usually pertain to the office or are properly required by the Elders Council. The Chairperson shall preside at all meetings of the Elders Council.
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7) The Vice-Chairperson: In addition to the duties ordinarily incumbent upon the several elected or appointed Officers of the Organization, the Vice-Chairperson shall, in the absence or at the request of the Chairperson, perform the duties and exercise the powers of the Chairperson. The Vice-Chairperson shall also have such powers and perform such duties as usually pertain to the office or as are properly required by the Elders Council.
8) The General Secretary/Treasurer: In addition to other responsibilities, the General Secretary/Treasurer shall combine the jobs of Secretary and Treasurer for the Corporation. Proper records and financial management and a variety of duties assigned by the Elders shall form part of his/her responsibilities. The General Secretary/Treasurer shall have supervision over the financial records, provide the Elders Council or the Executive Elders Committee at each of its regular meetings with a statement of the financial condition of the Corporation. He or she shall chair any Finance Sub-Committee and shall have such other powers and duties as may be designated by the Elders.
9) The Executive Chaplain: The Executive Chaplain shall bring cultural, moral and spiritual guidance and service to the SAMDA Family, both at conventions and during normal Organizational meetings. He or she shall serve on the Faith and Family Commission of the Organization.
10) Regional Coordinators: The Regional Coordinators in the United States shall provide liaison services between the general public and the Executive Elders Committee, but they shall not serve on the Committee nor the Elders Council. They shall be duly registered Members of the Organization in good standing. All contact with the Committee shall be through the Chairman and General Secretary/Treasurer.
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D. NATIONAL FIELD COUNCIL: In Liberia, West Africa, where SAMDA’s work shall be concentrated, the National Field Council shall be the equivalent of the Elders Council in the United States only in advisory capacity, taking its instructions and guidelines from the Elders Council. Its members shall have no decision-making responsibilities; only advisory, and they shall report directly to the Executive Elders Committee in the United States; provided, however, that this provision shall not be construed to restrict the Corporation from conforming to local realities which may require restructuring to adequately meet prevailing and foreseeable Corporate needs. The following provisions shall apply:
1) The National Field Council in Liberia shall comprise, a Chairman, Vice Chairman, Recording Secretary, National Chaplain and Local Elders drawn from the six clans that make up Saclepea-Mah Chiefdom.
2) As much as possible, membership on the Field Council shall be representative of Saclepea-Mah citizens resident in Monrovia and the Chiefdom, so as to ensure regular contact with the Office of the National Field Director (see Administrative Structure).
3) The Local Elders Committee shall be made up exclusively of residents of Saclepea-Mah Chiefdom, representing the six clans that comprise the Chiefdom.
4) The National Chaplain in Liberia shall represent the Executive Chaplain in the United States in conducting the normal services of this very important corporate assignment.
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5) All those serving on the National Field Council in Liberia shall be like-minded, duly registered Members of SAMDA in good standing, with a vested interest in the Organization. No one shall serve on the National Field Council who does not meet these basic requirements.
6) The Elders Council in the United States shall reserve the right to adjust admission fees and annual contributions required of Members of the Organization in Liberia, taking into consideration prevailing economic circumstances. However, all other rigid rules shall apply to protect the integrity, image, vision, mission, purpose, goals and objectives of the Organization.
ARTICLE VIII: ADMINISTRATIVE STRUCTURE
Section 1. Definition: Unlike the corporate structure (see Article VII), the Administrative Structure of SAMDA represents the paid management team responsible for the day-to-day operation of the Organization. This team is traditionally responsible for strategic planning, budgeting, financial management, procurement, human resources, facilities management and oversight of grants and contracts; and such other direct management responsibilities which ensure SAMDA health. A bare-bone structure for this Organization follows:
A. USA ADMINISTRATION
1) Executive Director: The Elders Council shall appoint an Executive Director (ED), a salaried employee, who shall be the Chief Executive Officer (CEO) of SAMDA responsible for the day-to-day operation and management of the Corporation.
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2) The Executive Director shall serve with the approval and consent of the Elders and at their discretion; and shall report directly to the Executive Elders Committee.
3) To be based and functioning at the Principal Office of SAMDA (Greensboro, North Carolina, USA), the Executive Director shall be responsible for the Corporation’s consistent achievement of its mission and financial objectives, handling the following specific responsibilities:
v Program Development & Administration
a. Make sure that the Corporation has a long-range strategy which achieves its mission, and toward which it makes consistent and timely progress.
b. Provide leadership in developing program, organizational and financial plans with the Elders Council and staff, and carry out plans and policies authorized by the Elders.
c. Promote active and broad participation by volunteers in all areas of the Corporation’s work.
d. Maintain official records and documents, and ensure compliance with federal, state and local regulations in order to ensure required due diligence.
e. Maintain a working knowledge of significant developments and trends in the field of integrated sustainable community development (domestic and international).
v Communications
a. See to it that the Elders Council, through the Executive Elders Committee, is kept fully informed on the condition of the Corporation and all important factors influencing it.
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b. Publicize the activities of the Corporation, its programs and goals
c. Establish sound working relationships and cooperative arrangements with community groups and organizations (including the North Carolina Community Development Association).
d. Represent the programs and point of view of the Corporation to agencies, organizations, and the general public.
e. Do all of the above and other necessary acts in productive collaboration and cooperation with the Homeland Management Staff in the Republic of Liberia and other auxiliaries elsewhere.
v Relationship With Staff
a. Be responsible for the recruitment, employment, and release of all personnel, both paid staff and volunteers.
b. Ensure that job descriptions are developed, that regular performance evaluations are held, and that sound human resource practices are in place.
c. See that an effective management team, with appropriate provision for succession, is in place.
d. Encourage staff and volunteer development and education, and assist program personnel in relating their specialized work to the total program of the Corporation.
e. Maintain a climate that attracts, keeps, and motivates a diverse staff of top quality people.
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v Budget and Finance
a. Be responsible for developing and maintaining sound financial practices.
b. Work with the staff, Finance Committee, and the Executive Elders Committee in preparing a budget; see that the Corporation operates within budget guidelines.
c. Jointly, with the Officers of the Elders Council and the Executive Elders Committee, conduct official correspondence of the Corporation, and jointly, with designated officers, execute legal documents.
4) The Executive Director shall, with the approval of the Executive Elders Committee, hire additional personnel to help make the USA Administrative Team complete.
5) Beyond the traditional responsibilities of a chief executive officer of a not-for-profit corporation dealt with in the foregoing paragraphs, the Executive Director of SAMDA shall work alongside the Executive Elders Committee to facilitate, maintain, sustain and promote true organizational health within the SAMDA Family near and far. Towards this end, “SAMDA Health” shall be defined as “the Corporation’s ability to function effectively, cope adequately, change appropriately, maintain fiscal viability and integrity, protect corporate culture, and grow from within.” The Executive Director shall help facilitate the following:
a. GOAL FOCUS --- enable SAMDA to develop the ability to have clarity, acceptance, and support for goals and objectives.
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b. COMMUNICATION ADEQUACY --- help SAMDA leadership and membership develop an open two-way communication network, which travels both vertically and horizontally throughout the Organization at all time.
c. POWER EQUALIZATION --- empower SAMDA leadership to develop the ability and appreciation for maintaining a relatively equitable distribution of influence between the Elders, Members, Staff and the entire SAMDA Family so as to ensure respectable and responsible behavior toward one another.
d. RESOURCE UTILIZATION --- equip SAMDA leadership on all levels to develop a cooperative culture in which the leader (corporate, executive, national, regional, etc.) knows and is able to coordinate the talents of team members with minimal stress.
e. COHESIVENESS --- help SAMDA become and remain a healthy Saclepea-Mah Family of people from all backgrounds and walks of life…with a clear sense of identity, characterized by the desire to feel attracted to the Organization, to stay with it, to be influenced by it, and to exert their own positive influence within it.
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f. MORALE --- enable SAMDA to help all Saclepea-Mah people have the feeling of well-being, satisfaction, and pleasure of being who they are within the Chiefdom, whether at home or abroad.
g. INNOVATIVENESS --- help SAMDA leadership, membership and personnel develop the ability to be and to allow others to be inventive, diverse, creative, and risk-taking in achieving the vision, mission, purpose, goals and objectives of the Organization.
h. AUTONOMY --- equip and empower SAMDA leaders and members to have and to share the freedom to responsibly pursue and manage those things they believe should be within their sphere of influence, relative to the vision, mission, purpose, goals and objectives of the Organization.
i. ADAPTATION --- help SAMDA leadership on all levels have the ability to tolerate stress and maintain stability while coping with opposition and demands from the external environment.
j. PROBLEM SOLVING ADEQUACY --- help SAMDA leaders have the ability to perceive problems; solve those problems with minimal energy; ensure that the problems stay solved; and that the problem-solving mechanism of the Organization is maintained and/or strengthened.
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k. LARGER PICTURE --- empower and encourage the Elders, Members and Staff of SAMDA to keep in view a larger picture of our collective vision and mission: A WHOLESOME FUNCTIONING SACLEPEA-MAH CHIEFDOM WEHRE BURDENS ARE LIFTED AND EVERYBODY IS SOMEBODY IN THE IMAGE OF THE CREATOR.
B. LIBERIA FIELD ADMINISTRATION
1) National Director -- With the input, advice and consent of the Executive Director (USA), the Elders Council shall appoint a National Director (ND), a salaried employee, who shall be the Operations Manager (OM) of SAMDA in Liberia responsible for the day-to-day operation and management of the Corporation. He or she shall be based at SAMDA’s Monrovia Capital Office (Monrovia, Liberia) serving as liaison between USA and Liberia.
2) The National Director (Liberia) shall report directly to the Executive Director (USA) who, in turn, shall keep the Executive Elders Committee regularly informed. He or she shall work with the Executive Director to develop his/her job responsibilities consistent with stateside operations.
3) Other Personnel – Other personnel may be hired by the National Director, with the approval of the Executive Director (USA) to help manage the affairs of the Organization in Liberia. The National Director shall have final line of authority in supervising and letting go personnel under his/her care, in consultation with the Executive Director in the United States.
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ARTICLE IX: ANNUAL ADUIT
Section 1. The Elders Council shall appoint every two years an auditor. He or she shall submit the annual audited accounts to the Elders Council only and to none other.
Section 2. The annual audit shall be in accordance with generally accepted auditing standards, with financial statements prepared in accordance with generally accepted accounting principles.
Section 3. The appointed auditor shall issue proper guidelines for use by the Executive Director (USA) and the National Director (Liberia) to ensure compliance with established auditing and accounting principles; and shall expect them to conform.
Section 4. The Elders Council shall ensure that there is responsible representative Governance Authority on the field in Liberia, a majority of whose members are not employees/staff or immediate family members, which meets at least once a year (more if necessary), having supervisory authority relative to cultural application of Corporate Policies.
Section 5. To ensure that fiscal accountability, transparent honesty and flint-faced integrity are hallmarks of the Corporation under all circumstances, the Elders Council shall empower and encourage the Executive Director (USA), National Director (Liberia) and all employees/staff and volunteers, as well as every Elder, to carry on the activities of SAMDA with the highest standard devoid of conflict of interest; conduct such activities in compliance with stated purposes and objectives and legal requirements; and keep administrative and program expenses within reasonable bounds.
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Section 6. The Elders Council shall have an active Audit Review Committee, a majority of whose members are not employees/staff, which shall review the Audited Financial Statements.
Section 7. The Elders Council, upon request, shall make available the audited financial statements of SAMDA through the Executive Elders Committee or office the Executive Director (USA).
Section 8. The Elders Council shall mandate the National Administrative Team in Liberia, headed by the National Director, to prepare and submit a consolidated financial statement to the Executive Elders Committee via office of the Executive Director (USA) in time for inclusion in the annual audits. The Elders shall set such calendar based on the advice of the appointed auditor.
ARTICLE X: INDEMNIFICATION
Section 1. SAMDA shall indemnify (compensate for loss or damage) any current or prior Elder or Officer of the Corporation of liabilities towards third parties and/or expenses from a law suit or action from third parties against the Corporation, as long as that person has been acting within the law and within the limits of the Corporation and under the authority of the Elders Council and Executive Elders Committee.
Section 2. The Corporation shall reserve the right to require that certain employees, due to the nature of their assignments, be personally bonded and insured prior to getting hired. This provision shall apply to SAMDA employees in the United States and Liberia and wherever the Corporation shall function.
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ARTICLE XI: OTHER PROVISIONS
A. SPECIAL COMMISSIONS
1. COMMUNITY DEVELOPMENT COMMISSION (CDC): SAMDA shall maintain a Community Development Commission for mobilizing the best thinkers and practitioners in the field who will help the Organization build better lives, neighborhoods, communities, villages, towns, cities and clans within Saclepea-Mah Chiefdom or wherever deemed necessary for the benefit of Members in Diaspora.
2. FAITH & FAMILY COMMISSION (FFC): SAMDA shall have and promote a Faith and Family Commission for helping restore understanding, decency, as well as moral, spiritual and family values within Saclepea-Mah Chiefdom and Diaspora Communities in view of prevailing religious and cultural pluralism often characterized by views and behaviors which threaten peace, safety and security. The SAMDA Chaplain shall serve on this Commission which may also plan and conduct appropriate faith and family services during SAMDA conventions.
3. PEACE COMMISSION (PC): SAMDA shall seek to facilitate conflict analysis, peacemaking, reconciliation and collaborative development through its Peace Commission. The Commission will adopt lessons from the emerging “Nonviolent Peaceforce” movement, with a solid track record around the world, so as to bring to Saclepea-Mah people everywhere: increased understanding, group cohesion, and improved self-knowledge with focus on developing good relationships as the first priority. Community education, training and resource mobilization will also be a part of this Commission built around the worldwide concept of neighborhood and community conflict resolution and peacemaking in post-conflict environments.
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4. SISTER CITIES COMMISSION (SCC) – SAMDA shall seek to cultivate and promote mutually beneficial cooperation, cultural understanding, and socio-economic development between the emerging cities/urban communities of Saclepea-Mah Chiefdom and like-minded cities in North Carolina, the United States and around the world; and this Commission shall seek to motivate and empower private citizens, municipal officials, business and educational leaders to cultivate friendships and conduct long-term programs of mutual benefit.
5. SPORTS & ATHLETIC COMMISSION (SAC) – The SAMDA Sports and Athletic Commission will serve the Organization and its members in many ways by bringing together interested sports and athletics professionals and philanthropists to help reunite the people of Saclepea-Mah around those core values, interests and concerns they have in common. Among its many responsibilities, the Commission shall work with the various Sports Leagues of the Chiefdom and further serve:
§ To advise the Sports Coordinator and coaches on technical issues.
§ To assist the Sports Coordinator in designing league and play-off schedules.
§ To review results and rankings prior to Divisional Championships.
§ To handle disciplinary actions involving ejections, suspensions and technical fouls including warning and ejection letters to the athletes, coaches and School Principals.
§ To sit on the Eligibility Review Committee.
§ To co-chair the pre and post-season meetings with the Sports Coordinator.
§ To attend as many events in their sport as possible.
§ To attend and make presentations at the Divisional Championships and awards banquets.
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B. RESTRICTIONS
1) Unauthorized Commitments: No individual properly connected with this Organization shall, unilaterally and without proper prior authorization granted through established channels as per these Bylaws and other applicable laws, enter into or make any commitment or commitments for or on behalf of the Organization with any party or parties.
2) Private Ownership: This Organization shall not be, in any way or manner, a personal domain of any individual and no one shall claim private ownership thereof.
3) Fundraising: No unauthorized fundraising by anyone, on behalf of the Organization, shall be allowed.
4) Pecuniary Gain: No part of the income or assets of this Organization shall inure to the personal benefit of any Elder or Officer of the Corporation, or any private person (except that reasonable compensation may be paid for authorized services rendered to or for the Organization affecting one or more of its purposes); and no Elder or Officer of the Organization or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
5) Other Obligations and Actions: Being an exclusively not-for-profit (501-C-3), tax-exempt, charitable community development corporation existing under the Not-For-Profit Corporation Law of the State of North Carolina, United States of America, SAMDA shall not allow any individual, group of individuals or organization to incur all other obligations or take actions on its behalf without prior authorization as per provisions of these Bylaws.
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6) Political Activities: No part of the activities of this Organization shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. This Organization shall not carry on any other activity not permitted to be carried on by a not-for-profit (501-C-3) tax-exempt corporation to which contributions are tax-deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
7) Lobbying: This Organization shall not devote a “substantial part” of its activities to lobbying.
C. GENERAL STAFF
1) Hiring/USA: Other personnel shall be hired by the Executive Director (USA), with the advice and consent of the Elders Council, to fill positions already authorized by the Elders. The authority, duties and terms of such staff personnel shall be determined by the Executive Director, subject to the approval of the Elders Council.
2) Hiring/Liberia: Other personnel shall be hired by the National Director (Liberia), only with the approval of the Executive Director (USA) subject to the advice and consent of the Elders Council, to fill positions in Liberia already authorized by the Elders Council and made public through the office of the Executive Director (USA). No unilateral decision shall be taken by any appointed leader in Liberia on behalf of the Corporation and its leadership team.
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3) Functioning: The Executive Elders Committee shall provide a written job description for the Office of the Executive Director (USA) and the Office of the National Director (Liberia). Moreover, the Executive Committee shall communicate, over the signature of the Chairperson of the Elders Council, the policy perimeters within which the Executive Director (USA) and the National Director (Liberia) are expected, by the Elders, to function. These responsibilities may be delegated to the Executive Director by the Elders Council and the Executive Elders Committee, but not relinquished.
4) Line of Authority/USA: The Executive Director in the United States shall exercise the final line of authority in the assignment, supervision, and discipline of staff personnel within the contiguous United States. He or she may delegate, but not relinquish, such authority to subordinates.
5) Line of Authority/Liberia: The National Director in the Republic of Liberia shall exercise final line of authority in the assignment, supervision, and discipline of all staff personnel within Liberia and the immediate region. He or she may delegate, but not relinquish, such authority to subordinates.
6) Latitude: It shall be in the best interest of the Organization for the Elders Council to give the Executive Director (USA) and his/her staff the widest possible latitude in carrying out the day-to-day functions of managing the affairs of the Corporation. The Management Team in Liberia shall be treated in much the same way.
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7) Appeals: Appeals by staff personnel from decisions/actions of the Executive Director (USA) may be taken first to the Personnel Committee of the Elders Council, if there be one, and then, if the Committee's determination in the case is not unanimous or satisfactory to the staff concerned, to the Executive Elders Committee for final disposition. The Executive Director shall not have a vote concerning the appeal either in committee or before the Elders. Proper Appeals Guidelines for Liberia shall be designed by the Executive Director (USA) in collaboration with the Executive Elders Committee, predicated upon prevailing realities.
8) Evaluation: The Executive Elders Committee shall write an annual evaluation of the Executive Director (USA). This report shall remain within the Executive Elders Committee or such body as may be created, but a copy shall be given to the Executive Director (USA) for his or her information; and the Executive Director may have access to the Executive Elders Committee or any such committee for personnel matters to discuss said report and any other matter pertaining to his or her functions and performance. Similarly, the Executive Director (USA) and the Executive Elders Committee shall formulate an evaluation process for the National Director (Liberia) in accordance with Corporate guidelines.
9) Guiding Rules: The Elders Council shall establish detailed Guiding Rules for the benefit of the National Director and other personnel in Liberia. Such shall be done in collaboration with the Office of Executive Director (USA).
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D. CONFLICT RESOLUTION
1) Corporate Agreement: The Members agree to resolve all conflicts within the SAMDA Family, rather than pursuing lawsuits; however, legal recourse shall be allowed in the event that every effort to resolve a conflict between Members fails.
2) Conflict Resolution Process: The Member feeling wronged is first to go directly to the other party. If that doesn't resolve the conflict, the Member feeling wronged is to bring along another witness. If a conflict is still not resolved and is sufficiently serious in the Members' perspective, both Members will submit themselves to a mutually agreed arbitration process by the Executive Elders Committee. The decision by the Committee will be binding and final.
3) Arbitration: If a conflict between Members is not resolved at that point, both Members will then appear before the SAMDA Peace Commission for arbitration. The decision by the Commission will be final and binding.
4) Legal Recourse: If a conflict between Members is not resolved at that point, such conflict or any other litigation that arises, must be brought under the exclusive jurisdiction of the civil courts in the State of North Carolina, United States of America; and that shall be an unfortunate but necessary act. Within the Republic of Liberia, the exclusive jurisdiction of the civil courts in that land shall have final authority in matters of conflict resolution within SAMDA.
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E. CORPORATE IDENTITY
1) Corporate Seal: The Seal of the Corporation shall be in such form as may be determined, from time to time, by the Elders Council in consultation with the Members whose input may be necessary to ensure a consensus.
2) Corporate Logo: The palm tree shall be the overarching symbol of the Saclepea-Mah Development (SAMDA), denoting a fivefold symbolism:
v Food for Nourishment – provided by palm cabbage, nuts and oil.
v Food for Thought – available in the shades of the palm tree where parents traditionally educate and train their children in the rudiments of life and ways of the tribe as an act of “rites of passage.”
v Growth & Development – with the palm tree over-towering the expansive landscape of Nimbaland’s rainforests blessed with numerous natural resources, over 500 endemic species of animal and plant life at the Mount Nimba Strict Nature Reserve, as well as creeks and rivers… “a tree planted by the rivers of water.” (Psalm 1:3).
v Elevation – the palm tree protruding the skyline at the foothills of Mount Nimba, West Africa’s highest peak at over 6,000 feet above sea level, against a backdrop of breathtaking beauty and relatively pleasant weather that attracts over 500,000 visitors a year.
v Exuberance and Festivity – a peak into the future with palm branches in our hands, celebrating together our achievements, growth, development and resilience as people of an educated, united and developed Saclepea-Mah Chiefdom!
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3) Fiscal Year: The fiscal year of the Organization shall be the calendar year, beginning January 1 and ending December 31.
4) None-Stock Corporation: This Organization shall have no capital stocks, this being a not-for-profit (501-C-3) tax-exempt Corporation as defined under the Not-For-Profit Corporation Laws of the State of North Carolina, United States of America.
ARTICLE XII: SPECIAL EVENTS
Section 1. Beyond raising additional funds in support of its projects and programs, SAMDA shall plan and conduct special events to accomplish a number of goals:
A. Create other fundraising possibilities through "ancillary" methods of raising funds.
B. Generate in-kind contributions which are useful in opening doors to other contributions.
C. Build relationships, helping potential donors to feel a connection with the cause.
D. Bring in new donors and introduce them to the Organization.
E. Generate more publicity and exposure.
F. Provide fundraising experience to the Elders, staff and volunteers.
G. Recruit more members and supporters.
H. Provide an avenue and atmosphere for the people of Saclepea-Mah Chiefdom, at home and abroad, to reconnect and form better friendships for creative partnerships, etc.
I. Enable the Elders and Leaders of SAMDAA to assemble and plan for more productive services and outcome, etc.
Section 2. Special events shall include, but not limited to, the following:
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A. SAMDA Biennial – a combined special convention taking place every two years and bringing together all Elders, Members, Executives, Personnel, Associates, Supporters and interested members of the general public for fun, fellowship, food, information, instruction, membership recruitment, official business of the Organization and planning for the future. This shall serve as the only General Convention for the entire membership.
B. SAMDA Annual Banquet – to be held in Greensboro, North Carolina, during the Annual Meeting of the Elders Council, thus allowing the Elders to meet current and prospective supporters and encourage them and their associates to continue their partnership with this worthy cause.
C. SAMDA House Parties – coordinated sponsored social gatherings in private homes throughout the year, which bring together medium to large groups of people, in order to make new friends, introduce the Organization to possible future supporters, and open other doors for referral, etc. As a rule, these events shall be personally sponsored by the individuals in whose homes the parties are held.
D. SAMDA Speakers Bureau – mobilizing the best and brightest in various professional fields (Americans and Liberians alike) to serve as guest speakers at special events on behalf of the Organization; thereby generating financial resources and gaining additional exposure. Special events may include workshops, seminars, commencements and other such social gatherings that draw medium to large groups of people. A Special Events Committee shall be formed by the Elders Council to work with the Executive Director (USA) in planning for events in the United States and Liberia.
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ARTICLE XIII: SAMDA AUXILIARIES
A. SAMDA WOMEN’S AUXILIARY
Section 1. Purpose: The SAMDAA Women’s Auxiliary of the Saclepea-Mah Development Association (SAMDA) shall seek to mobilize concerned women across the United States, Liberia and wherever possible, primarily within designated Regions, for the purpose of advancing the vision, mission, goals and objectives of SAMDA through volunteer fundraising and related services that are consistent with the nonprofit nature of the Organization.
Section 2. Core Foci: The core foci (points of focus) of the SAMDA Women’s Auxiliary shall be to:
§ Advance the vision, mission, purpose, goals and objectives of SAMDA;
§ Organize and conduct special fundraising events;
§ Execute short-term assignments on behalf of the Organization;
§ Coordinate and supervise support services for SAMDA Conventions/special meetings (i.e. registration, food, lodging, transportation/sightseeing, recording/duplications, secretarial activities, etc.);
§ Support special SAMDA projects in other ways possible;
§ Recruit others for membership in SAMDA;
§ Broaden awareness of felt and perceived needs being addressed by the Organization; and
§ Do such other things incidental to and in support of the Organization as may be requested by the Elders Council and other legitimate divisions of SAMDA; provided, however, that none of these activities shall be for the personal or collective financial gain of participants but for Corporate advancement.
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Section 3. Governance Authority: All SAMDA Women’s Auxiliary activities shall and must have prior approval of the Elders Council acting through the Elders Executive Committee or an approved Proxy consistent with these Bylaws.
Section 4. Auxiliary Leadership: The SAMDA Women’s Auxiliary shall be constituted by the Elders Council, by selection or election, and those comprising the Auxiliary shall select or elect their own Auxiliary Leadership Team to ensure proper and effective operation and governance. Members may serve for as long as necessary at the discretion of the Elders Council which reserves final authority with input from the General Membership.
B. SAMDA DISTINGUISHED LEADERSHIP ASSEMBLY
Section 1. Rationale: Organizational management professionals and scholars agree that Leadership is a highly complex form of human behavior which requires the blending of character, knowledge and experience gained over a period of time in the crucibles of life. And since SAMDA (Saclepea-Mah Development Association) aims to facilitate community empowerment and life transformation within the Saclepea-Mah Chiefdom of Nimba County (north-central Liberia) and Diaspora Communities of Saclepea-Mah people, there is an urgent need to bring together an assembly of development, leadership and management professionals from various backgrounds and walks of life who can contribute their knowledge, experiences, insights and expertise to the growth, advancement and health of SAMDA.
Section 2. Purpose: The SAMDA Distinguished Leadership Assembly (DLA) shall be an advisory team of professionals whose role shall be critical to the growth, advancement and health of the Organization. Accomplished men and women selected to serve on the Distinguished Leadership Assembly shall help the Organization in a number of ways including, but not limited to, the following: serving as guest speakers, writing letters of commendation/endorsement, lending expertise, and doing other things helpful to the Organization.
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ARTICLE XIV: AMENDMENT OF BYLAWS
Section 1.Only the Elders Council is entitled to seek consensus (only when necessary requiring a two-thirds vote of the assembled persons) to amend these Bylaws. The text of any proposal of amendment shall be forwarded to all Members in good standing for consideration prior to the vote by Elders.
Section 2. The Executive Elders Committee may, at any time, submit proposals for a total or partial amendment to the Elders Council as long as the demand is signed by one fifth of the Members of the Organization.
ARTICLE XV: DISSOLUTION
Section 1. It is confidently expected that the work of SAMDA will continue in perpetuity. However, in order to fulfill all possible legal requirements, it is the express wish and desire of this Organization, should it bring its work to a conclusion and dissolve its corporation, that none of its assets remaining after meeting all responsibilities and payment of all just obligations shall inure to the benefits of any individual associate of this Organization, including but not limited to Elders, Officers, Members, employees or other private individuals; provided, however, that Membership Privileges
Section 2. The dissolution or amalgamation of the Corporation can only be decided by an extraordinary Elders Council specially convened for this purpose. To be valid, the decision of the dissolution or amalgamation requires the consent of three quarters of the assembled Members.
Section 3. After the decision to dissolve the Corporation, the Elders Council appoints the liquidators and determines the ways of liquidation.
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Section 4. Distribution: In case of dissolution and after having carried out all liabilities, the available profit balance of the Corporation should be allocated to a like-minded non-profit organization approved by the Elders Council. Such an organization or organizations also must be recognized by the United States Treasury Department as being entitled to income tax exemption.
Section 5. A. Any provision of these Bylaws, amended or not, which is contrary to applicable law is null and void and without effect; but such infirmity does no injury to the validity of all lawful particulars which are independent of the unlawful provision of these Bylaws. If this Article or any part hereof shall be held unenforceable in any aspect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable and the remainder of this Article shall remain fully enforceable. Any payments made pursuant to this Article shall be made only out of funds legally available there for.
Section 5. B. Any action of continuing effect, which was taken by the Corporation prior to the adoption of these Bylaws and is inconsistent with them, is repealed by the adoption of these Bylaws.
Section 6. Date of Effect: These Bylaws shall come into effect upon vote and/or ratification by the Elders Council or its equivalent, and shall be enforced thereafter.
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Drafted by:
Dr. J. Railey Gompah
Cell: 716 – 390 – 4269
