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About Us - Constitution
ARTICLES
OF ASSOCIATION OF THE ZAMBIAN SOCIETY IN USA.
We,
the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation, hereinafter referred
to as 'the Society', under the NON-PROFIT CORPORATION ACT (DC Code,
1981 edition, Title 29, Chapter 5), adopt the following Articles of
association:
1. The name of the corporation is The Zambian Society in USA.
2. The period of its duration is perpetual.
3. The five main purposes for which the corporation is organized are
as follows:
(a) to promote and facilitate social
networks among professional and non-professionals, who are all
citizens of Zambia, and residing in the United States of America;
(b) to promote and facilitate the
networks referred to in paragraph (a) above, between the members of
the Society and any other persons legally supporting the Purposes of
the Society;
(c) to promote and support the
development of stronger cultural ties among the citizens of Zambia
in the USA;
(d) to provide a forum through which
to support members of the society during times of illness or
bereavement within a member's immediate family; and
(e) to promote the development of a
resource pool of Zambian intellectuals and professional in the USA,
from which the Government of Zambia can identify potential human
resource to work in Zambia.
In this section,
(a) the promotion and facilitation of social networks between
Zambian professional and non-professional shall include the
following, but is not limited to:
(i) the Society may host speakers to
talk on issues relevant to development in Zambia; and
(ii) the Society may host
fund-raising dinners and gatherings to raise finances operational
costs under the Purposes of the Society.
(b) the term 'a member's immediate family' shall relate to case of:
(i) long or chronic illness within
the member's nuclear family of brothers, sisters and parents;
(ii) long or chronic illness or death
within the member's nuclear family of his or her own children,
spouse or partner; and
(iii) long or chronic illness or
death of any extended family member residing at the residence of the
member.
4. The Society shall have three types of membership, which shall be
renewable annually at a fee prescribed yearly by the executive
committee of the Society.
5. Membership of the Society shall be confined to individuals
residing within the United States of America, and the following are
the classes of membership:
(a) Full membership is open to good standing citizens of Zambia,
above the age of sixteen;
(b) Student membership is open to good standing citizens of Zambia,
below the age of sixteen, whose parents or guardians are not members
of the associations; and
(c) Affiliate membership is open to:
(i) spouses of citizens of Zambia,
whether or not the citizens is a member of the Society, and so long
the executive committee of the Society has no reason to suspect that
the applicant has a criminal record that would injure the reputation
of the Society; and
(ii) any foreign person interested in
promoting the Purposes of the Society, and whom the executive
committee of the society has no reason to suspect as having a
criminal record that would bring the association into disrepute.
6. The Society shall have a general body of members and every
individual member's voting right shall rank pari passu with
that of other members irrespective of the class of membership.
7. Decisions of the general body members shall be reached by a
simple majority.
8. The Chairman of the Society shall have powers to call
meetings of the general body of members, and powers to call
executive committee meetings as and when appropriate, and stating
the time and place for any such meeting.
9. Where an important matter arises, as viewed by a least four
members of the society, and the Chairman being aware of the matter,
does not call for a meeting, at least two of the four or more
members who are aware, may collectively call for an extraordinary
meeting of the general body members.
10. A decision of the general body of members at an
extraordinary meeting by a majority of not less than two-thirds
shall prevail over any decision of the executive committee, or that
the Chairman of proxy.
11. By a majority vote of not less than two-thirds at an
extraordinary meeting of the general body of members, the members
may impeach the executive committee, or any of its officers, or they
may suspend or expel a member from membership of the Society.
12. The ground upon which an executive officer may be
impeached include the following, but is not limited to:
(a) directly or indirectly participating in the financial
mismanagement of assets of the Society;
(b) non-attendance at more then four consecutive meetings of the
general body members, without providing any reasonable explanation.
(c) clear evidence of insubordination of fellow officers of the
executive committee of the general body of membership; and
(d) evidence of improper conduct that could impair an individual's
ability to perform functions honorably.
12. The decision of the extraordinary meeting on impeachment
is final and the impeached persons shall not be eligible to hold
office in the Society again, but may retain their membership.
13. The executive committee shall comprise:
(a) Chairman;
(b) Secretary;
(c) Treasurer;
(d) Public Relations Officer; and
(e) deputies to the above officers.
14. The purpose and powers of the executive committee shall
be:
(a) to serve as the board of directors and pass resolutions on the
internal management of the Society;
(b) to attend to administrative matters, as provided in the
resolutions, on areas of individual responsibility by members of the
committee; and
(c) to undertake any other matter that supports the aspirations of
the Society.
15. There shall be the office of Legal Advisor and the
incumbent holder of office shall be a member who is a non-executive
officer, and he or she shall serve only as advisor on legal matters
affecting the administration of the Society.
16. The executive committee and the Legal Advisor shall be elected
at an annual general meeting of the general body of members.
17. There shall be an interim committee, formed specifically
to arrange for the setting up of the Society, and the interim
committee shall undertake all administrative tasks of an executive
committee before the first executive committee is elected.
18. The first official executive of the Society shall be
elected by the general body of members in the first half of the year
2001.
19. The interim committee may set regulations and the schedule
for the elections of the first official executive committee, but the
regulations and schedule shall not prejudice any prospecting officer
bearer.
20. Upon dissolution, assets of the Society shall be
distributed in accordance with the laws of the United States of
America, applicable in Washington, DC, and the Society proposed now
that the following be the preferred order of distribution:
(a) any preferential creditors ranking ahead of statutory creditors;
(b) statutory creditors;
(c) secured creditors;
(d) unsecured creditors; and
(e) paid-up members (in that year) of the general body of creditors,
all claims ranking pari passu.
21. The initial physical address of the Society is as
follows:
[address removed]
And the name of the initial registered agent at such address is:
Elizabeth Kabila Symba
22. The following are the names and addresses of individuals
who shall serve as directors of the Society, until their successors
are elected:
(a) Macdonald Longwe [address removed]
(B) Elizabeth K. Symba [address removed]
(C) Loweshya Kapijimpanga [address removed]
23. The following are the names and address of the
incorporators:
(a) Nkhosana Dube Chongo [address removed] |