ja diaspora us governance - draft bylaws-11

8/3/2019 JA Diaspora US Governance - Draft Bylaws-11

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Jamaican Diaspora United States, Inc.

BYLAWS OF

JAMAICAN DIASPORA UNITED STATES, INC.

ARTICLE IName and Offices

The name of this not-for-profit organization shall be Jamaican Diaspora UnitedStates, Inc. (the Corporation). The principal offices of the corporation may be located inany of the contiguous states of the United States of America (JDUS).

ARTICLE IIPurpose

The Corporation is a not for profit corporation organized exclusively for charitable,educational and cultural purposes, more specifically:

(A) To promote, develop awareness and conduct activities that impact on thelives of persons in Jamaica and people of Jamaican heritage in the UnitedStates through education, social and cultural interaction, economic, and civicactivities without distinction, to increase the capacity and capabilities ofmembers so that they are able to identify, and help meet their needs to

contribute and participate more fully in the development of the saidcommunities for public benefit;

(B) To facilitate and build the capacity of the JDUS network and assist in the co-ordination, of US based Jamaican organizations and communities in thedevelopment of themselves and Jamaica;

(C) To widen the participation of Jamaicans living in the United States, in theaffairs of Jamaica and to strengthen the impact and influence of the JDUS onJamaica and Caribbean Region;

(D) To act as a support network for Jamaicans in the United States by addressingkey cohesion issues affecting Jamaicans and the wider communities in theUnited States.

(E) To promote and work toward the improvement of those socially and

economically disadvantaged and to uphold their rights as citizens wherenecessary;

(F) To promote, support and advance ethno-cultural awareness andachievements.


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ARTICLE IIIMembership

Members of the Board shall consist of individuals who are in accordance with thecorporate mission and are willing and able to devote the time on a voluntary basis tocarry out the goals of the Corporation, and all directors shall be at least eighteen (18)years old. Members of the Board shall remit payment of membership dues, asreasonably set by the Governing Board each fiscal year.

The Governing Board may at its absolute discretion admit to membership the following:

a) Full Members. Organizations operating in the area of benefit who supportthe purposes of the Corporation and who have paid or agreed to pay theannual dues for the respective fiscal year

b) Individual Members. Individuals operating in the area of benefit whosupport the purposes of the Corporation and who have paid or agreed topay the annual dues for the respective fiscal year.

In the event that the Governing Board should refuse any application for membership, theapplicant may appeal in writing to the Governing Board, the decision of which shall befinal.

Full Members shall appoint a representative who shall during the continuance of her/hisappointment be entitled to exercise in any General Meeting of the Corporation all suchrights and powers as the individual member, corporate body, association or statutory bodywould exercise if it were an individual person. Full Members may also nominate analternate to replace its appointed representative if that representative is unable to attend.Each Full Member shall send to the Secretary of the Corporation written notification oftheir choice of representative.

Registry of Members

The Corporation shall maintain a Registry of Members in which shall be recorded thename and address of every member and the dates on which it became a member and on

which it ceased to be a member. A member shall consent as such by a duly authorizedofficer signing on its behalf either a written consent to become a member or the Registry ofMembers. A member shall notify the Secretary in writing within seven days of a change toits name or address. All members shall be entitled to receive a copy of the Articles ofIncorporation and Bylaws of the Corporation on request.


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Cessation of Membership

The rights and privileges of a member shall not be transferable nor transmissible, and allsuch rights and privileges shall cease upon the member ceasing to be such.

A member shall cease to be a member immediately that she/he or it:

a) ceases to fulfill any of the qualifications for membership as specified byArticle 3 or by the Governing Board from time to time; or

b) fails to pay the annual due set from time to time by the Board; orc) resigns in writing to the Secretary; ord) is wound up or goes into liquidation; ore) is expelled from membership by a vote of at least two-thirds of the Board

provided that any member to be so expelled shall have the opportunity tomake representation at the meeting where the decision is made;

f) dies or if an organization ceases to exist.

General Meetings

The Corporation shall in each calendar year hold a General Meeting as its Annual GeneralMeeting and shall specify the meeting as such in the notices calling it. Every AnnualGeneral Meeting except the first shall be held not more than fifteen months after theholding of the last preceding Annual General Meeting; the first Annual General Meetingshall be held within eighteen months of incorporation.

The business of an Annual General Meeting shall comprise:

a) the consideration of the Annual Report and Financial Statements presentedby the Board;

b) the election of Board members or the announcement of the results if held

beforehand;c) the setting of the annual membership dues;d) the appointment and the fixing of the remuneration of the Auditor or

Auditors (if any);e) such other business as may have been specified in the notices calling the

meeting.

All General Meetings other than the Annual General Meeting shall be called SpecialMeetings.

The Board shall have the discretion to convene a Special General Meeting, or a SpecialMeeting may be convened by ten per cent of the members of the Corporation.

Membership decisions at General Meetings shall be made by passing resolutions.Decisions involving an amendment of the Bylaws and other decisions so required fromtime to time by statute shall be made by a special resolution. A Special Resolution isdefined as one passed by a majority of not less than two-thirds of those members of theCorporation present and voting at a General Meeting. All other decisions shall be madeby ordinary resolution requiring a simple majority vote of members present and voting.


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Notices

Any Annual General Meeting or General Meeting which is to consider a Special Resolutionor a resolution to remove the auditor or a member of the Governing Board shall be called

by at least twenty-one (21) clear days notice. Any other General Meeting shall be calledby at least fourteen (14) clear days notice.

Notice of every General Meeting shall be given in writing to every member of theCompany and to the auditors and to such other persons who are entitled to receive noticeand shall be sent by post to each member at the address recorded in the Register ofMembers and to other persons at their Registered Office.

Notice of all meetings shall be given exclusive of the day on which it is served and shallspecify the exact time and place of the meeting. In the case of a General Meeting which isto consider a Special Resolution, such resolution shall be specified in the notices callingthat meeting and in the case of all other General Meetings the general nature of the

business to be raised shall be specified.

Where notice is sent by post, notice shall be deemed to have been served by properlyaddressing, prepaying and posting the notice and to have been served forty-eight (48)hours after the notice has been posted.

The accidental omission to give notice of a meeting to or non-receipt of notice of a meetingby any person entitled to receive notice shall not invalidate proceedings at that meeting.

Proceedings at General Meetings

Only the representative of an organization which is a full member shall be entitled to vote.

Only the named registered Individual member who is a full member shall be entitled tovote.

Only one vote may be cast by or on behalf of each member on any particular resolution.Proxy voting is not permitted.

No person shall debate or vote on any matter in which s/he has a personal material orfinancial interest.

No business shall be transacted at a General Meeting unless a quorum of members ispresent. [One-tenth of the membership or thirty (30) delegates or 30% of the

membership (whichever is less) shall constitute a quorum for the Annual orSpecial Meetings with representatives].

If within half an hour from the time appointed for the meeting a quorum is not present, themeeting, if convened upon the requisition of members, shall be dissolved. In any othercase it shall stand adjourned until the same day in the next week at the same time andsame place or otherwise as the Governing Board may direct and all members shall begiven such notice as is practicable of the adjourned meeting. The members present at ameeting so adjourned shall constitute a quorum.


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At every General Meeting the Chair or Vice-Chair of the Corporation shall preside, but ifs/he is not present within twenty minutes after the time appointed for the commencementof the meeting, the members present shall choose one of their number to be Chair of thatmeeting, whose function shall be to conduct the business of the meeting in an orderlymanner.

The Chair may with the consent of any meeting at which a quorum is present, and shall ifso directed by the meeting, adjourn the meeting from time to time and from place to place,but no business shall be transacted at an adjourned meeting other than the business leftunfinished at the meeting from which the adjournment took place. Where a meeting isadjourned for thirty days or more, notice of the adjourned meeting shall be given as in thecase of the original meeting. Otherwise it shall not be necessary to give any notice of anadjournment or of the business to be transacted at an adjourned meeting.

At any General Meeting a resolution put to the vote of the meeting shall be decided on ashow of hands unless a secret ballot is, before or on the declaration of the result of theshow of hands, demanded by at least two members / representatives present in person.

Unless a secret ballot be so demanded, a declaration by the Chair that a resolution has ona show of hands been carried or lost and an entry to that effect in the book containing theminutes of the proceedings of the Company shall be conclusive evidence of the factwithout proof of the number or proportions of the votes recorded in favor or against suchresolutions.

If a secret ballot is duly demanded it shall be taken in such a manner as the Chair directs,provided that each member shall have only one vote, and the result of the ballot shall bedeemed to be the resolution of the meeting at which the ballot was demanded.

The demand for a secret ballot shall not prevent the continuance of a meeting for the

transaction of any other business than the question upon which a ballot has beendemanded. The demand for a secret ballot may be withdrawn.

In the case of an equality of votes, whether on a show of hands or on a ballot, the Chair ofthe meeting shall have a second or casting vote.

Subject to the provisions of this Article, a resolution in writing signed on behalf of all themembers for the time being shall be valid and effective as if the same had been passed ata General Meeting duly convened and held and may consist of several similar documentseach signed on behalf of one or more members. A copy of any resolution passed inaccordance with this Article shall be sent to the Company's auditors. If within seven daysof receiving such copy the auditors inform the Company that the resolution concerns them

and they require the question to be brought to a General Meeting, then the resolution shallnot have effect but shall be brought to a General Meeting of the Company duly convened.If the auditors do not so inform the Company then the resolution shall have effect sevendays after the copy was received by the auditors, or immediately upon the auditorsinforming the Company that they do not require a General Meeting to be called.

The Company may at its discretion invite other persons to attend its meetings, with orwithout speaking rights, and without voting rights.


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ARTICLE IV

Governing Board

The Governing Board shall be responsible for the establishment and supervision of theoverall policy and direction of the Corporation, and delegate responsibility for day-to-day

operations to the Executive Director and Working Groups. The Board shall have no morethan twenty-one (21) directors and no less than three (3) directors. The Board receivesno monetary compensation other than reasonable expenses.

Proposed (Shall begin with at least the three Advisory Board members)[The Governing Board shall comprise of the following persons:

a) Diaspora Advisory Board Members for the respective regions;b) Up to two (2) coordinator members from each of the JDUS regional

areas elected by Members in each of the regions, as determined;c) Two (2) Youth representatives (18-30 years old);d) Up to three (3) persons who may bring specialist skills and knowledge

to the Corporation;e) Up to four (4) Working Group Chairs;f) Up to two (2) at large members from the community

In the case of the election of any members, the Board shall reflect the diversity of theregional areas, using the criteria as outlined from time by the Governing Board.

Procedures for the election, appointment and co-option of Governing Board membersshall be determined from time to time by the Governing Board.

The Governing Board may at any time fill casual vacancies on the Committee by co-optionprovided any such appointment shall come to an end at the next Annual General Meeting,

provided that the number of co-options within one year does not exceed three (3).

After the first Annual General Meeting each member of the Governing Board shall servefor a two (2) year term and shall then retire from office from the conclusion of the AnnualGeneral Meeting. A retiring Board member shall be eligible for re-election.

Retiring Advisory Board Members shall be entitled to serve in a non-voting capacity on theGoverning Board for at least one year from the date of his/her resignation or completion ofterm of service.

Under no circumstances shall any employee of the Company or person aged less thaneighteen (18) years be a member of the Governing Board.

A Board member shall declare an interest in and shall not vote in respect of any contract inwhich s/he has a personal financial or material interest, either directly or indirectly, andshall withdraw from a meeting while such a matter is discussed.

Board members may be paid all reasonable out-of-pocket expenses incurred by them inattending and returning from meetings of the Governing Board or General Meetings of theCompany or in connection with the business of the Corporation, but otherwise shallreceive no remuneration.


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Section 1. Powers of the Governing Board. The Governing Board has the powers andauthority expressly conferred upon it by these Bylaws. The Governing Board mayexercise all such powers of the Corporation and do all such lawful acts and things thatare not by statute or by these Bylaws directed or required to be exercised or done byothers. At its sole discretion, the Governing Board may assign responsibility for day-to-

day operations to the staff and committees as provided for in these Bylaws.

Section 2. Terms of Directors. Each Director shall hold office for a term of two (2)years, which may be renewable if desired by the Director and approved by a majorityvote of the Governing Board. In the case of the Advisory Board members, such personsshall be elected by a majority of the delegates present at the Bi-Annual Conference ofthe Jamaican Diaspora. The term of any Director commences at the start of the fiscalyear, or at the next Governing Board meeting after being elected to office, whicheveroccurs first. The term of a Director shall expire at the end of the fiscal year in which hisor her second year of service is reached.

In the case of the Advisory Board members, such persons shall be elected by a majority

of the delegates present at the Bi-Annual Conference of the Jamaican Diaspora.

Section 3. Resignation or Removal. A Director may resign at any time by giving writtennotice of such resignation to the Secretary. Any Director shall continue service unlesshaving earlier resigned or been removed until a successor takes office. A Director maybe removed from the Governing Board by a two-thirds (2/3) vote of the whole GoverningBoard.

Section 4. Vacancies. When a vacancy on the Governing Board exists mid-term, theSecretary shall accept nominations for a new Director from the Directors to complete theterm created by the vacancy. All such nominations must be delivered in writing to theSecretary at least 45 days in advance of the Governing Board meeting at which the new

Director will be elected. All such nominations received by the Secretary shall be sent tothe Governing Board 30 days prior to the meeting for its review and comment. TheSecretary shall send all nominations to the Governing Board meeting notice. The newDirector shall be elected in accordance with the Governing Boards election procedures.

Section 5. Regular Meetings. There shall be at least two (2) regular, face-to-facemeetings of the Governing Board each year on a bi-annual basis, one of which willimmediately precede the bi-annual Jamaican Diaspora Conference. Other regularmeetings may be called by the Chair, as needed, or by a majority of the Directors. AllDirectors shall be given ten (10) business days notice prior to a regular meeting.

Section 6. Special Meetings. Special meetings of the Governing Board may be calledat any time by the Chair, Vice-Chair, Secretary, or on the request of any two (2)Directors. All Directors must be given at least five (5) business days notice of a specialmeeting. Special meetings shall be limited in scope to the issue or issues specified in themeeting notice.

Section 7. Notice of Meetings. Notice may be given personally, by first class mail, byconfirmed facsimile, or by confirmed electronic mail. Agenda items shall be filed with theSecretary in advance of the meeting according to a schedule established by the


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Secretary in concert with the Chair. The agenda shall be sent to the Directors at leastfive (5) business days in advance of the meeting.

Whenever any notice of a meeting is required to be given to any Director of thecorporation under provisions of these Bylaws, or the laws of the State of Colorado, awaiver of notice in writing signed by the Director, whether before or after the time of the

meeting, shall be equivalent to the giving of such notice.

Section 8. Teleconferencing. Directors may participate in any meeting of theGoverning Board by conference call or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute attendance at the meeting.

Section 9. Quorum. At all regular or special meetings of the Governing Board, amajority of the Directors shall be sufficient to constitute a quorum for the transaction ofbusiness, and the act of a majority of the voting members present at any regular orspecial meeting at which there is a quorum shall be the act of the Governing Board,except as may be otherwise specifically provided by these Bylaws or other applicable

instrument or law.

Section 10. Proxies. Proxies shall not be permitted for conduct of Governing Boardbusiness.

Section 11. Actions. Any action required or permitted to be taken by the GoverningBoard may be taken without a meeting if consent in writing or by confirmed electronicmail, setting forth the action to be taken, is filed with the minutes of the meeting.

Section 12. Attendance. Any Director who does not attend two consecutive meetings ofthe Governing Board shall be automatically removed from the Governing Board as of thebeginning of the second meeting, unless retained by a majority vote of the Directors

attending such second meeting.

Section 13. Conduct of Meetings. All Corporation meetings shall be governed byRobert's Rules of Order insofar as such rules are not inconsistent with or in conflict withthese Bylaws, or with provisions of law.

Section 14. Non-Liability of Directors. The Directors shall not be personally liable forthe debts, liabilities, or other obligations of the corporation.

Section 15. Indemnification by Corporation of Directors and Officers The Directorsand officers of the corporation shall be indemnified by the corporation to the fullestextent permissible under the laws of the State of Colorado.

Section 16. Insurance for Corporate Agents. Except as may be otherwise providedunder provisions of law, the Governing Board may adopt a resolution authorizing thepurchase and maintenance of insurance on behalf of any agent of the corporation(including a Director, officer, employee or other agent of the corporation) againstliabilities asserted against or incurred by the agent in such capacity or arising out of theagent's status as such, whether or not the corporation would have the power toindemnify the agent against such liability under these Bylaws or provisions of law.


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Section 17. Governing Board Elections. During the last quarter of each fiscal year ofthe corporation, the Governing Board shall elect new Directors to replace those whoseterms will expire at the end of the fiscal year. This election shall take place during aregular meeting of the Governing Board, called in accordance with the provisions ofthese Bylaws. New Directors may also be elected from time to time as deemedappropriate by the Governing Board.

Section 18. Election Procedures. New Directors shall be elected by a majority ofDirectors present at such a meeting, provided there is a quorum.

Section 19. Officers, Election, and Term of Office. The officers of the Corporationshall be a Chair, Vice-Chair, Treasurer, and Secretary. No Director except the Chair-Elect may hold more than one office at any time. All officers, except for the Secretary,shall be Directors. The Chair shall serve a term of two years. All other officers shallserve one-year terms. No elected officer shall serve more than three consecutive terms.By simple majority, the Governing Board shall annually elect the Treasurer and ViceChair, and shall bi-annually elect the Chair and Chair-Elect. The Chair-Elect shall beelected at the beginning of the last year of office of the current Chair. The Chair-Elect

shall assume the office of Chair, without further action of the Governing Board, after oneyear of service as Chair-Elect.

The Chair position shall be assumed by the most senior Advisory Board member electedin the respective region and shall automatically rotate every two years.

The Diaspora Advisory Board Member shall act as the Chair of the Governing Board andshall be subject to the scope of the Terms of Reference attached as Appendix A.

Section 20. Removal. Elected officers may be removed from office by a two-thirds (2/3)vote of the whole Governing Board. Removal from elected office does not constituteremoval from the Governing Board.

Section 21. Duties of the Chair. The Chair shall be responsible for the generalsupervision of the affairs of the Governing Board and shall preside at all GoverningBoard meetings and at all meetings of the Corporation. The Chair may call specialmeetings of the Governing Board.

Section 22. Duties of the Vice-Chair. In the absence of the Chair, or in case of theChairs inability from any cause to act, the Vice-Chair shall perform the duties of theChair. In the event of the Chairs death, resignation, or removal from office, the Vice-Chair shall become Chair for the remainder of the Chairs term. In case of the Vice-Chairs inability to act, a replacement shall be elected by a majority of the GoverningBoard.

Section 23. Duties of the Chair-Elect. The office of Chair-Elect is only filled every otheryear. In addition to becoming familiar with the responsibilities of the office of Chair, theChair-Elect serves as an advisor to the Chair and other officers.

Section 24. Duties of the Past-Chair. Upon conclusion of a term as Chair, the Chairshall become the Past-Chair. The Past-Chair is not an officer of the Corporation, butshall serve as a non-voting member to the Corporation for at least the one year periodafter his or her term of office expires.


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Section 25. Duties of the Treasurer. The Treasurer shall oversee the ExecutiveDirectors management of the financial affairs of the Corporation, and preparation of theannual financial report. The Treasurer shall present the annual financial report to theGoverning Board. The Treasurer shall assist in the preparation of the budget, helpdevelop fundraising plans, and make financial information available to Governing Board

members and the public.

Section 26. The Secretary. The Secretary shall give notice of, attend, and ensureminutes are kept for each Governing Board meeting. The Secretary shall maintainrecords of revenue and expenditures, and shall present an accounting thereof to theGoverning Board, or to any duly authorized person or persons when directed to do so bythe Governing Board. The Secretary shall assure that corporate records are maintained.The Secretary shall perform other duties and shall have other powers as may be fromtime to time be delegated by the Governing Board.

Section 27. Conflict of Interest. A Conflict of Interest shall be defined as any activity,transaction, relationship, service, or consideration that is, or appears to be, contrary to

the best interests of the Corporation, or in which the interests of an individual Director ororganization with whom a Director has a professional or personal relationship has thepotential to be placed above those of the Corporation. Any Director with a possibleConflict of Interest must disclose such possible Conflict of Interest in writing to theExecutive Director or Chair, who shall take appropriate action to address the conflict.Any interested individual may also disclose the existence of an actual or possibleConflict of Interest, together with material facts relevant to the possible Conflict ofInterest, to an officer of the Corporation.

ARTICLE VREGIONAL ADMINISTRATION

The Affairs of the JDUS shall be carried out under the direction of the three establishregions in the United States, Midwest/West, Northeast, and Southern, exercising suchautonomy and rights that shall not be inconsistent with the objectives of JDUS or itsBylaws.

ELECTION OF REGIONAL CO-ORDINATORS

Nominations from among regional members to stand for elections onto the JDUSGoverning Board of Directors shall be held not later than twenty (28) days preceding theBi-annual Jamaican Diaspora Conference.


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ARTICLE VIWORKING GROUPS

The Governing Board shall have the authority to establish any number of WorkingGroups to pursue the best interests of the Corporation and its Members in each Regionand/or State. Such Working Groups shall include, but not be limited to, the subject

areas of:

a) Alumni Associationsb) Faith-Based Initiativesc) Youth & Leadership Developmentd) Arts & Culturee) Public Safety and Disaster Preparednessf) Educationg) Healthh) Civic Engagement & Mobilizationi) Immigration

j) Business Linkages/Investment

Each Working Group shall have a Chair or Co-Chair. Such Chair or Co-Chair shallserve a term of two (2) years and shall be eligible for re-appointment by the GoverningBoard.

Each Working Group shall have the authority to establish policy or initiatives in itsrespective subject area for appropriate recommendation to the Governing Board and tothe Members.

Working Group members need not be Members of the Corporation. Working Groupmembers shall serve on their respective Group until the earlier of the dissolution of the

Corporation or their resignation, removal or replacement. Any vacancies shall be filledby the Chair of such Group, subject to approval by the Governing Board, as reasonablyappropriate. The Governing Board shall have the authority to remove a Committeemember with or without cause.

ARTICLE VIIAccounts

The Governing Board shall cause proper accounts to be kept in accordance with the lawfor the time being in force with respect to:

a) all sums of money received and expended by the Company and the matters in

which the receipt and expenditure takes place;b) all sales and purchases of goods by the Company;c) the assets and liabilities of the Company;d) Proper accounts shall be deemed to be kept if they give a true and fair record of

the state of the Company's affairs and explain its transactions.

The accounts shall be kept at the Registered Office of the Company or at such other placeor places as the Governing Board thinks fit, and shall always be open to the inspection of


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all Members and officers and by other persons authorized by the Company in GeneralMeeting.

The Governing Board shall from time to time cause to be prepared and to be laid beforethe Company in General Meeting such income and expenditure accounts, balance sheets,and any reports referred to in those sections.

A copy of every balance sheet (including every document required by law to be annexedthereto) which is laid before the Company in a General Meeting, together with a copy ofthe Auditor's report and Board of Directors report shall not less than twenty-one daysbefore the date of the meeting, be sent to every member of the Company; provided thatthis regulation shall not require a copy of those documents to be sent to any person ofwhose address the Company is not aware or to more than one of the joint holders of anydebentures.

ARTICLE VIIIRegulations

The Company in General Meeting or the Governing Board may from time to time make,adopt and amend such regulations in the form of by-laws, standing orders, secondaryrules or otherwise provided that such regulations are not inconsistent with the Bylaws, oramounting to such an addition or alteration which could only legally be made byResolution, as they may think fit for the management, conduct and regulation of the affairsof the Company and the proceedings and powers of the Governing Board and WorkingGroups. All members of the Company and the Governing Board shall be bound by suchregulations whether or not they have received a copy of them.

ARTICLE IXIndemnification

In the execution of the objectives of the Company no member of the Governing Board orthe Secretary or other officer of the Company shall be liable for any loss to the property ofthe Company arising by reason of any improper investment made in good faith (so long ass/he shall have sought professional advice before making such investment) or for thenegligence or fraud of any agent employed by them in good faith (provided reasonablesupervision shall have been exercised) although the employment of such agent wasstrictly not necessary by reason of any mistake or omission made in good faith by any ofthe above persons or by reason of any other matter or thing other than wilfull andindividual fraud, wrongdoing or wrongful omission on the part of the person(s) in question.

ARTICLE XConflict of Interest

No contract or other transaction shall be permitted between the Corporation andits directors, officers, or committee Members if such contract or other transaction couldconstitute an act of self-dealing or otherwise contravene any of the requirements of theArticles of Incorporation.

No contract or other transaction between the Corporation and one or more of itsdirectors, officers, or committee members or any other corporation, firm, association orentity in which one or more directors, officers, or committee members are Directors or


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officers or are financially interested, shall be either void or voidable because of suchrelationship or interest, if:

a) The contract or transaction is fair and reasonable as to the Corporation atthe time it is authorized by the Governing Board; and

b) The fact of such relationship or interest is disclosed or known to theGoverning Board which authorizes, approves or ratifies the contract or transaction by avote or consent sufficient for the purpose without counting the votes or consents of anyinterested members of the Governing Board.

Common or interested directors, officers, or committee members may be countedin determining the presence of a quorum at a meeting of the Governing Board whichparticipates in any matter in which an such common or interested director or officer isengaged.

ARTICLE XI

Amendments

These Bylaws may be amended, replaced or altered in whole or in part by a two-thirds (2/3) vote of the Governing Board or at any special or regular meeting of theGoverning Board where such action has been announced in the call and noticedpreceding said meeting. Proposed amendments must be submitted to the Secretary tobe sent out with regular Board announcements.

ARTICLE XIIDissolution

The Governing Board shall have the exclusive authority to dissolve theCorporation as provided in the Articles of Incorporation. Prior to dissolution, theGoverning Board shall approve and adopt a plan of complete liquidation.

These Bylaws were accepted by _____________, ____________, 20___


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TERMS OF REFERENCEJAMAICA DIASPORA ADVISORY BOARD

The Jamaica Diaspora Conference of June 2004 passed a resolution establishing anAdvisory Board to the Minister with responsibility for the Diaspora.

The Advisory Board will consist of no more than twelve persons drawn from Jamaicaand the Diasporic community.

At the Conference seven representatives drawn from Canada, the United Kingdom andthe United States of America were elected to the Board with the others to be appointedby the Minister with responsibility for the Jamaican Overseas Community.

The primary function of the Board is to advise the Minister with responsibility for theJamaican Overseas Community on issues relating to the Diaspora.

Members of the Board are required to interface with the community groups in theirrespective countries, obtain a clear understanding of the issues/interests and concernsevident in the Jamaican community.

The Board members must be in regular contact with the nearest Jamaican Mission to bebriefed on the Government of Jamaicas priority areas for development and thereaftertransmit this information to the Diaspora. Board members will also brief therepresentatives in the Mission on developments within the Jamaican overseascommunity.

The members will severally or collectively advise the community through the Jamaicancommunity networks of Diaspora matters as per the directive of the Minister.

The members of the Advisory Board have no power to establish any structure,association or entity in the name of the Advisory Board.

The Advisory Board will be required to give advice as it relates to the planning of allJamaican Diaspora Conferences.

Members of the Board will serve for two (2) years and will have the responsibility ofassisting in the implementation of decisions in between Conferences.

All decisions regarding communication with and activities in the name of the Diaspora bymembers of the Board must be preceded by the appropriate consultations with theAmbassador, High Commissioner, Consul General (whichever is applicable) beforediscussions with the Minister.

The Advisory Board will meet half-yearly in Jamaica to report on and discuss matterspertaining to the Diaspora.


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PROPOSED TERMS OF REFERENCEREGIONAL ADVISORY BOARD

DIASPORA ADVISORY BOARD MEMBER

DAB MEMBER DUTIES

Advise Ministry and Government on issues relating to Diaspora

Interface with community groups and obtain clear understanding ofissues/interests and concerns evident to community at large

Communicate with Overseas Missions with responsibility for region regardingJamaicas priority areas of interest for development

Advise community on issues received from Ministry and Government

REGIONAL ADVISORY BOARD

The Governing Board will consist of persons drawn from around the Southern UnitedStates (number to be determined e.g., based on population density). These personsare initially appointed as a transitioning Board to develop a process for selection orelection.

The primary function of the Board is to foster connectivity among organizationsthroughout the region, develop consensus for the voice of Jamaicans in the Region, andto advise the Diaspora Advisory Board Member with responsibility for the Region.

Members of the Governing Board are required to collaborate with the Diaspora AdvisoryBoard Member in interfacing with the community groups in their respective local

communities, assist with obtaining an understanding of the issues/interests andconcerns evident in their local communities.

Members of the Governing Board shall also endeavour to make recommendations forthe pursuit and solution of any problems or challenges facing the administrative structureof the Jamaican government, including through the establishment of any independent orad hoc commissions or task forces.

The Governing Board will be required to meet at least six times a year to discussregional plans.

Governing Board will develop governance and process for the Board.

Regional Advisory Board Members must serve as a Member or Chair/Co-Chair of anestablished Working Group.

Regional Advisory Board Members will be identified and appointed based on thefollowing factors:

Maintains a leadership position in established organization or within theirrespective local community; AND/OR


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Ability to mobilize and engage with respective local community; AND/OR

Understands the organizational and political landscape of respective localcommunity.

WORKING GROUP CHAIRS-CO-CHAIRS

Working Group Chairs/Co-Chairs will have the following responsibilities:

o To engage organizations and/or persons in the community with and interest orcurrent involvement in the specific area

o To conduct as needed meetings to allow for interaction and discussion on theparticular area of interest

o To make recommendations to the Regional Board on specific initiatives or goalsto pursue in the best interests of the Region

o To make any recommendations related to the area of interests to be shared withthe Government Ministry of Foreign Affairs for consideration and action.

ROLE OF CONSULAR LEADERSHIP

o The Embassy and Consular Mission shall act in a supportive and facilitating rolethrough the auspices of the Ministry of Foreign Affairs. The Board shall consultwith and advise the Missions on all matters related to the operations anddevelopment of the Jamaican Diaspora.


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JDUS ORGANIZATIONAL CHART

ja diaspora us governance - draft bylaws-11

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