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Our By-Laws

(As adopted at the general meeting on Saturday, April 25, 1998; amended April 26, 2003)

ARTICLE I: THE CORPORATION

  • Section 1: Name The name of the corporation is Nigerian Community in Milwaukee, Inc.
  • Section 2: Fiscal Year The fiscal year of the corporation shall be January 1 through December 31 each year.
  • Section 3: Nature of the Corporation This corporation is a non-stock, non-profit corporation organized under Chapter 181 of the Wisconsin Statutes.
  • Section 4: Powers This corporation shall have and may exercise all powers and privileges of a corporation organized under Chapter 181 of the Wisconsin Statutes, which are necessary to effectuate its declared objectives.

ARTICLE II: OBJECTIVES

  • Section 1: The objectives of the Corporation
    1.1. To foster unity among and promote the welfare of its members.
    1.2. To exercise leadership in promoting the art, culture, heritage, and overall development of Nigeria.
    1.3. To contribute to the overall development of Milwaukee by actively participating in the affairs of the City and County of Milwaukee and the State of Wisconsin.
    1.4. To do all and everything necessary, suitable, and proper for the accomplishment of any of the purposes or attainment of the objectives mentioned above either alone or in Corporation with other individuals, corporations or partners, and including federal, state, county, and municipal bodies and authorities.
  • Section 2: General Policy of the Corporation Any person who subscribes to the objectives and philosophy of the corporation shall be eligible to become a member, and upon payment of membership fees, shall be enrolled as a member. The corporation is committed to the policy of ensuring non-discrimination in the membership of its corporation, committees, and Board. Therefore, no person will be excluded from membership in the corporation, or serving on its Board or committees because of age, race, color, disability, marital status, sex, sexual preference, creed, religion, national origin, or ancestry.

ARTICLE III: MEMBERSHIP

  • Section 1: Membership eligibility Membership shall be open to Nigerians and any member of the general public irrespective of race, ethnic origin, nationality, religion, and gender.
  • Section 2: Manner of admission Each application for membership shall be made in writing and directed to the Secretary and must be accompanied by registration fee as determined by the board. Such application for membership must be approved by a majority of members present at the meeting where such application is reviewed.
  •  Section 3: Termination and/or Removal Membership shall cease:
    3.1. Upon death of the member.
    3.2. By resignation of the member.
    3.3. Continuous unexplained absences of a member for five consecutive meetings without justifiable reason(s) communicated to the Secretary in writing by the defaulting member within the period of absence. No such communication shall be required of a member who is incapacitated by health reasons. Whether or not a reason is justifiable shall be determined by the general meeting upon a motion initiated by the secretary.
    3.4. Failure to pay total annual dues by June meeting.
    3.5. Termination of suspension: Any member, whose membership was suspended, may petition for removal of such suspension. Such petition shall be made in writing and shall be accompanied by a sum of money which shall equal the total dues and levies paid during the period of suspension, and an undertaking by the defaulting member not to engage in conduct that resulted in the suspension.
  • Section 4: Rights of members
    4.1. Each member in good standing shall be entitled to one vote.
    4.2. All members shall have all the rights and privileges of members of the Corporation, including the right to vote and be voted for. Guests may participate in the deliberations of the general meeting with the permission of the president.
    4.3. Any member whose membership has ceased or was suspended shall not be entitled to any of the benefits to which members are entitled and shall be denied the rights to hold office or vote.
  • Section 5: Re-admission Any person whose membership is terminated may apply as a new member or may petition for re-admission. Such petition shall be made in writing and shall be accompanied by a sum of money equal to the total dues and levies paid during the period of non-membership, plus re-admission fee to be determined by the board.
  • Section 6: Dues The annual membership dues shall be determined by the board and shall be payable in whole or by installment before the June monthly meeting.
  • Section 7: Term of Annual Membership The term of an annual membership shall be for one year commencing January 1 of each year and continuing until December 31 of each year, regardless of when dues are paid.

ARTICLE IV: EXECUTIVE BOARD OF DIRECTORS

  • Section 1: Composition of the executive board The officers of this Corporation, who shall constitute the executive board, shall be a president, vice president, secretary, publicity secretary, financial secretary, treasurer, and two ex-officio members. The president will preside over the executive board.
  • Section 2: Powers of the executive board
    2.1. The president shall serve as the chief executive office of the corporation and shall preside at all meetings of the executive board.
    2.2. Subject to the limitations imposed by law or Articles of Incorporation, all corporate powers shall be exercised by or under the authority of and the business affairs of the corporation shall be controlled by the board of directors. The board is authorized to delegate its powers to committees, officers, or employees to the extent not inconsistent with the law, the Articles of Incorporation, or these bylaws. 2.3. The board of directors shall have the right to amend the bylaws of the corporation by the affirmative vote of two-thirds of the members of the board, subject to the approval of the general membership.
  • Section 3: Term of office Each of the board members shall serve a two-year term concurrent with the fiscal year of the corporation.
  • Section 4: Removal for cause Any board member may be removed from the board for just cause by either:
    (1) a majority vote of the members of the corporation at a meeting duly called in accordance with Article VIII of these Bylaws, or
    (2) the vote of two-thirds of the board of directors. Just cause for removal of a board member shall be defined as failure to perform designated duties and responsibilities without excuse, or whose public conduct is such that it creates serious doubt regarding the integrity of the corporation.
  • Section 5: Compensation No board member shall receive compensation for any services rendered to the corporation. However, any board member may be reimbursed for actual expenses incurred in the performance of duties.
  • Section 6: Meeting of the board of directors
    6.1. Regular meeting of the board of directors shall be held no less than two times in a year, and more frequently as the need arises with notice, at such place and hour as may be fixed from time to time by proper notice.
    6.2. QUORUM: For so long as the size of the board is greater than five under the provisions of Article IV Section 1 of these bylaws, four of the seated board members must be present at any duly called or held meeting for the purpose of conducting business. Such attendance shall constitute a quorum. If there is quorum, majority vote of the directors present will suffice to decide any matter before the board of directors except on matters where these bylaws require a greater number of votes.
    6.3. CONSENT RESOLUTION: The board may take any action or pass any resolution in the absence of a meeting and/or notice of meeting by a unanimous written consent. A facsimile signature of a director consenting to such action shall be accepted as an original signature.
    6.4. PROCEDURE: At all meetings of the board, business shall be conducted in such order as may be determined by the person presiding over the meeting with reference to the Robert’s Rules of Order (Revised) if disputes arise over questions or procedures.

ARTICLE V: OFFICERS AND THEIR DUTIES

  • Section 1: Enumeration of Offices The officers of this corporation shall be: President who may be called Chairperson; Vice President who may be called Vice-Chairperson; Secretary; Treasurer; Financial Secretary, and Publicity Secretary. The officers of the corporation shall be members of the Board of Directors. The board of directors may from time to time, create other offices by resolution.
  • Section 2: Election of officers Elections shall be held bi-annually at the annual general meeting of the corporation, which shall be held in November.
  • Section 3: Eligibility Election shall be open to all members in good standing for two consecutive years. To be in good standing for the purposes of this provision, a member must be up to date in dues at the meeting preceding the one called for election and must not have been absent from no more than three meetings held in that year.
  • Section 4: Elections Elections shall be conducted by a returning officer, nominated by any member other than a member of the executive board whose term is terminating, at a meeting called specifically for that purpose. No member of the executive board, whose term is terminating, shall be qualified to act as a returning officer. Elections shall be by secret ballot. Elections shall be by simple majority.
  • Section 5: Term Each officer shall hold office for two years, unless she/he shall sooner resign, or shall be removed or otherwise disqualified to serve. No member shall hold the same office for more than two consecutive terms, except after an interval of two years, following the termination of the second consecutive term in that office.
  • Section 6: Resignation and Removal An officer may be removed from office for just cause by the board or by a recall vote at the general meeting. Any officer may resign at any time by written notice to the board.
  • Section 7: Vacancies A vacancy in any office shall be filled by a majority vote of the member at the general meeting. The officer elected to such position shall serve for the remainder of the term of the officer he/she replaces.
  • Section 8:
    Duties 8.1. The outgoing president and vice president shall serve as ex-officio members.
    8.2. President (Chairperson): The president shall preside at all meetings of the corporation; shall see that orders and resolutions are carried out; shall sign all contracts, written instrument, and may co-sign checks and promissory notes. The president shall perform other duties as assigned by the general assembly.
    8.3. Vice President (Vice Chairperson): The vice president shall act in the place of the president in the event of absence, inability, or refusal to act; shall chair the Nigeria Day Committee; shall chair the Children Picnic’s; and shall exercise and discharge such other duties as may be required by the board and the general assembly.
    8.4. Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the board and general meeting; serve notice of all meetings; keep appropriate records of members of the corporation.
    8.5. Treasurer: The treasurer shall have custody of all funds of the corporation, and shall deposit the funds in such depositories as are approved by the board of directors. The treasurer shall disburse such funds of the corporation in accordance with the budget approved by the corporation or pursuant to any special appropriations made by the board. The treasurer shall prepare and present the financial report of the corporation at the general meeting.
    8.6. Financial Secretary: The financial secretary shall keep the books of account and recruit the necessary resources to conduct an annual audit of the corporation. The financial secretary shall prepare vouchers and collects all funds. The financial secretary shall also, prepare annual financial report of the corporation.
    8.7. Publicity Secretary: The publicity secretary shall handle all external communications; shall initiate image enhancement releases and announcements within the community; and shall exercise and discharge such other duties as may be required by the board.

ARTICLE VI: FINANCES

  • Section 1: Sources of Financial Support The sources for financial support for the Corporation shall include individual membership dues, corporate membership dues, grants, endowments, and fund raising programs as approved by the board of directors.
  • Section 2: All funds received by the Corporation shall be deposited promptly in such account as may be approved by the board. The president, the secretary, and the treasurer shall be signatories to these accounts. The signatures of any two of the above signatories are required for withdrawals from the accounts. Disbursements shall occur only with duly authorized vouchers.
  • Section 3: Any member having custody and/or possession of the assets and/or financial records of the Corporation or who is a signatory to the bank account(s) of the Corporation, shall be covered by a fidelity bond.

ARTICLE VII: BENEFITS

  • Section 1: All members of the Corporation in good standing, are entitled to any of the benefits listed in Article VII, Section 2 of this bylaw by notifying the secretary or president. To be in good standing for the purposes of this section, a member’s total financial obligations to the Corporation must be up to date prior to the event entitling the said member to the benefit, and such member must not be on suspension.
  • Section 2:
    2.1. Death Benefits:
    2.1.1 Death of member, member’s spouse or child: The Corporation shall donate $1000.00 towards the burial of a member, a member’s spouse, or dependent child. The corporation shall further support the family through visitations and other funeral activities. Members are also encouraged to help the bereaved family with individual donations.
    2.1.2 Death of Parent of member: The Corporation, in support and encouragement of its members, shall upon invitation, visit and donate $200.00, plus two cases of beer and one case of soft drinks. A condolence card signed by all members in attendance shall also be presented.
    2.1.3 Death of brother or sister of member: The Corporation, in support and encouragement of its members, shall upon invitation, visit and donate two cases of beer and one case of soft drinks. A condolence card signed by all members in attendance shall also be presented.
    2.2 Child Birth: A newborn child of a member shall receive a $100.00 U.S. savings bond from the corporation. Upon invitation, the corporation shall visit the family and present two cases of beer and one case of soft drinks.
    2.3 Special Occasions: The corporation, in support and encouragement of its members, shall upon invitation, attend weddings, college graduations, and such other events recommended by the executive. The corporation shall present two cases of beer and one case of soft drinks.
    2.4 Hospitalization of member, member’s spouse or child: The corporation shall send a card and a fruit basket to support and encourage a member, member’s spouse or child who is hospitalized.
    2.5 Loans: Subject to the foregoing provisions, a member who is not indebted to the Corporation may borrow up to a maximum of $500.00 at one instance, from the Corporation. The borrowed sum shall be repaid within six (6) months from the time the loan is taken. The borrower shall pay the Corporation a 5% finance charge if the money is not repaid within six (6) months, and an additional 10% finance charge for each subsequent month that the loan remains unpaid.
    2.6 Disputes: Members are encouraged to bring up to the Corporation interpersonal conflicts or disagreements for resolution.

ARTICLE VIII: MEETINGS

  • (As amended at the general meeting of Saturday, April 26, 2003)
  • Section 1: Regular Meetings: The Corporation shall meet at least once a quarter, the board however, may call a general meeting as needed. Any member of the Corporation other than the board may request a call for general meeting through a written request to the secretary. The request shall include the purpose and date of such meeting and at least five signatures of other members in good standing.
  •  Section 2: The board of directors shall designate the location, date, and time for the Corporation meetings.
  • Section 3: Quorum: Five members, two of whom must be members of the board shall constitute a quorum for the transaction of business at any general meeting of the members.
  • Section 4: The vote of a majority of the members present shall constitute the action of the general meeting.
  • Section 5: Annual Meeting: The annual meeting of the Corporation shall be held in November. Failure to hold an annual meeting shall in no way affect the validity of the actions of the Corporation.

ARTICLE IX: COMMITTEES

  • Section 1: The president may, from time to time, appoint such committees as deemed appropriate in carrying out its purpose. Except as otherwise specified herein, members of each committee shall be appointed to two year terms and shall serve until resignation or removal or disqualification or until a successor is appointed or until dissolution of the committee. Each committee may elect its own officers and secretary and each committee may submit the committee minutes to the president of the Corporation.
  • Section 2: Finance Committee: The finance committee shall be responsible for the resources available to the Corporation to carry our its mission. Activities shall include financial development, financial accountability and development of annual budget for presentation to, and review, by the board. The treasurer shall be the chairperson of the finance committee.
  • Section 3: Nigeria Day Committee: The committee shall be responsible for the planning and execution of the Nigeria Day activities. The vice president shall be the chairperson of the Nigeria Day committee.

ARTICLE X BOOKS & RECORDS

  • The Corporation shall keep correct and complete books of records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any authority of the board. Such records shall be kept for five years. The secretary shall maintain a record of members’ names and addresses. Any books, records, or minutes may be in a written form or in any other form capable of being converted into written form within a reasonable time. To the extent permitted by law, all relevant books and records of the Corporation may be inspected by any member or anyone else provided for by law, for any proper purpose at any reasonable time. The Corporation will not be required to provide copies of books and records without receiving advance payment for the anticipated cost of assembling and photocopying such records.

ARTICLE XI CONTRACT, INDEBTEDNESS, ETC.

  • The board of directors may authorize any officer(s), agent(s), or member(s) to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the board, no officer, agent, or member shall have the power or authority to bind the Corporation by any contract or engagement or pledge its credit or to render it liable for any purchase or in any amount. Anything to the contrary notwithstanding, no agent or member of the Corporation may commit the Corporation to indebtedness in excess of $100.00, unless specifically authorized by the board. Notes or other evidence of indebtedness issued in the nature of or payable to the Corporation shall be signed by the president or treasurer and/or other officers as appointed by the board.

ARTICLE XII INDEMNIFICATION

  • The Corporation, if it can afford it, will indemnify any officer or member of the Corporation against any and all liability and shall advance funds sufficient to cover all reasonable expenses, including legal expenses to the fullest extent authorized by the board or allowed by Chapter 181 of the Wisconsin statutes. These indemnification rights shall not be deemed to exclude any other rights to which an officer or member may otherwise be entitled, including any rights arising out of any policy of insurance.

ARTICLE XIII INSURANCE

  • The Corporation if it can afford it, shall purchase and maintain insurance on behalf of the officers, agents, and members of the Corporation, or reimburse itself against any liability incurred, and expenses incurred, by such officer, member, or agent in his/her capacity as such and arising from her/his status as such.

ARTICLE XIV DISSOLUTION

  • Upon dissolution of this Corporation the board shall, after paying or making provisions for the payment of all liabilities of this Corporation, dispose of all assets of the Corporation to such organization(s) organized and operating exclusively for charitable or educational purposes, as shall at the time qualify as an exempt organization under Section 501 (C) (3) of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal Revenue Law) as the board shall determine. Any of such assets not so disposed of shall be disposed of by the court of the county of Milwaukee or such organization as the court shall determine.
Copyright © 2010 Nigeria Community in Milwaukee, Inc.