1982 KERRGI INTAKES

BY LAWS 

ARTICLE 1

Name

The name of this Foundation is the 1982 Kerrgi Intakes. The principal office of the Foundation shall be at Bakau New Town, The Gambia.  The Foundation may have such other offices as may from time to time be designated by its members or its Board of Directors.

ARTICLE 2

Purpose

The objectives of this Foundation shall be: to bring together all members and family of the 1982 KERRGI Intakes by ensuring that there is a monthly contribution of the members.

1. Fund and support squad mates that have fallen on hard times.

2. Fund and support family of death squad mates.

3. Support the annual family reunion get together and prayer service to be held in Gambia annually.

ARTICLE 3

MEMBERSHIP

1. Active Member: a member who has paid the membership dues (set by the Board of Directors) and participates in the activities of the organization and demonstrates interest in and loyalty to the organization.

2. Member by Support: a member who has paid the membership dues but does not participate in the activities of the organization.

3. The term of membership is unlimited and membership shall be open to all service personnel interested in the purpose of the Foundation.

ARTICLE 4

GOVERNANCE, ORGANIZATION AND OFFICERS

The governing of this Foundation is vested in the General Conference (comprising of all members of the Foundation), subject to the provisions of the Foundation’s Articles of Incorporation and its Bylaws, or documents of legal organization.

ARTICLE 5

BOARD OF DIRECTORS

1. The Board of Directors, which shall consist of no more than seventeen (5) persons and no less than five (3) persons, is authorized to provide administrative leadership in the Foundation.

2. At each Annual Meeting, the persons serving as Directors for the ensuing year shall be elected by the General Conference from a list of Active Members nominated pursuant to the Foundation’s Standard Operating Procedures.

3. The Directors shall hold office for a Term of from one (1) year to three (3) years as determined by the Standard Operating Procedures. These Terms must be staggered.

ARTICLE 5

BOARD OF DIRECTORS

4. In the event of the resignation, death, or removal of a Board of Directors member, the remaining members of the Board of Directors shall appoint an interim member to serve until the next Annual Meeting. At the next Annual Meeting an open election shall be held for a replacement for the remainder of the original term.

5. The Board of Directors shall have charge of all matters pertaining to the Articles of Incorporation or documents of legal organization, Foundation property, and physical and financial affairs of the Foundation. The Board of Directors shall have the responsibility for collecting and disbursing funds, keeping adequate Foundation records, and making reports to the General Conference.

6. The Board of Directors must not condone disloyalty, unbecoming conduct, or dereliction of duty on the part of any of its members. The Board of Directors may remove by a majority vote of the full Board of Directors, any of its members guilty of the above.

ARTICLE 6

ELECTED OFFICERS OF THE BOARD OF DIRECTORS

A. The officers shall consist of President, Vice-President, Secretary, and Treasurer, and such additional officers as the Board of Directors may from time to time appoint. The officers shall be elected by the Board of Directors, from among members of the Board of Directors, at the first meeting of the Board of Directors following the Annual Meeting of the Foundation. Any vacancy occurring in any office, for whatever reason, shall be filled by the Board of Directors and any Director so elected shall fulfill the term of her/his predecessor.

B. Officers shall serve a term of two (2) years and until their successors are elected, or until they are removed for cause.

C. An officer may be removed, without cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum.

D. An officer may resign only by submitting a written resignation to the President or Secretary or to the Board of Directors, if the resigning officer is the President.

E. The officers shall have the authority and responsibility delegated by the Board of Directors as stated as follows:

ARTICLE 6

ELECTED OFFICERS OF THE BOARD OF DIRECTORS

1. The President shall preside at and conduct all meetings of the Board of Directors and of the Executive Committee. The President may sign all contracts and agreements in the name of the Foundation after they have been approved by the Board of Directors, serve as the representative of the Foundation in meetings and discussions with other organizations and agencies, and otherwise perform all the duties which are ordinarily the function of the office, or which are assigned by the Board of Directors.

2. The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board of Directors and, at the request of the President, assist in the performance of the duties of the President.

3. The Secretary shall keep accurate records and minutes of all meetings of the Foundation; make available copies of the minutes of the previous meeting and distribute them in advance of each meeting; cause to be delivered all notices of meetings to those persons entitled to vote at such meeting; and maintain the Minutes Book of the Foundation and a current listing, with phone numbers and addresses, of the Directors at the office of the Foundation.

4. The Treasurer shall oversee: the deposit of funds of the Foundation into the proper accounts of the Foundation; the re-condition of all receipts and disbursements from such account or accounts; the preparation of the books and records of the finances of the Foundation; the preparation of financial reports of the accounts for each Board of Director meeting; and the preparation of filing of all end of year financial reports, and tax reports. The Treasurer shall serve as Chairperson of the Finance Committee.

5. Other officers appointed by the Board shall perform such duties as may be specified by the Board of Directors or by officers given authority over them.

ARTICLE 7

MEETINGS

Annual Meeting: There shall be an annual meeting of all members at such time and date as is determined by the Board of Directors.

Regular meetings of the Board of Directors shall be held at least quarterly and may be scheduled more often by the President.

Special Meetings of the Board of Directors shall be held at any time and at any place when called by the President or by at least three (3) Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

Notice of regular Board meetings, including the Annual Meeting, shall be in writing and delivered at least 10 days and no more than 30 days before the day of the meeting. Notices of Special Meetings shall state that it is a Special Meeting being called and may be given orally or in writing at least 48 hours prior to the meeting time. Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.

At meetings of the Board of Directors, a quorum shall consist of fifty percent of the Directors then serving, present in person.

Except as otherwise provided in these bylaws, decisions of the Board of Directors shall be by vote of a majority of those present and voting, but not less than one-third of the Directors then serving. Each Director shall have one vote. Members of the Board may vote only in person; there shall be no proxy voting.

ARTICLE 8

COMMITTEESS

The Board of Directors may create such committees with such powers as it deems wise to have. The President shall appoint persons to chair and serve on those committees, including persons who are not Directors of the Foundation. All such appointments must be approved by the Board of Directors either prior to the appointment or be ratified at the next Board of Directors meeting.

The Executive Committee shall consist of the President, Vice-President, Secretary and Treasurer. The Executive Committee shall develop recommendations with respect to various matters pertaining to the affairs of the Foundation and shall report such recommendations to the Board of Directors for action. In instances where special circumstances require expeditious action between meetings of the Board of Directors, the Executive Committee shall have the power to take the necessary actions, subject to any prior limitation imposed by the Board of Directors. The minutes of the Executive Committee shall include a summary of the circumstances requiring any expeditious action taken by the Executive Committee and the minutes shall be submitted to the Board of Directors.

The Board Development Committee shall be appointed by the President and approved by the Board of Directors. The Board Development Committee shall consist of at least two members of the Board of Directors, one of whom shall serve as Chairperson of the Committee. The Board Development Committee shall be responsible for nominating persons to serve as Directors.

The Advisory Committee shall compose of members appointed by the president and approved by the Board of Directors. The appointees serve as technical advisors and subject matter experts to provide added expertise to the Executive Committee and meet with the Executive Committee at the Executive Committee meeting. 

The President may establish such standing/special committees as the President determines are appropriate for the conduct of the business of the Foundation. Each committee shall include at least two members of the Board of Directors. Members of the standing/special committees.

ARTICLE 9

INDEMNITY

The Foundation shall indemnify its directors and officers to the fullest extent permitted by statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent counsel appointed by the Board of Directors (who may be regular counsel for the Foundation) made in accordance with applicable statutory standards.

ARTICLE 10

COMPENSATION

The members of the Board of Directors and the elected officers of the Foundation shall serve without compensation for their services as board members or officers. Directors and officers may be reimbursed for all expenses reasonably incurred on behalf of the Foundation. In addition, nothing in this paragraph is intended to preclude a Director from receiving compensation for his/her services to the Foundation in some other capacity.

ARTICLE 11

INSPECTION OF RECORDS

The bylaws, the roster of Directors, the books of accounts and the minutes of proceedings of the Board of Directors and of the Committees shall be open to inspection no later than 10 days after receipt of a written request, addressed to the President or the Secretary of the Foundation by a member of the Foundation for any purposes reasonably related to his/her interests as a member. Such records shall be made available for the same purpose at any Board of Directors meeting when requested by at least three members of the Board of Directors. Inspection may be in person or by an authorized agent or attorney and inspection includes the right to make extracts at the member’s expense.

ARTICLE 12

FISCAL YEAR

All checks, notes, acceptances, and orders for payment or money shall be signed by any two of the President, Vice-President, or Treasurer, or other agents of the Foundation designated by the Board of Directors. All contracts, leases and deeds of any kind shall be signed by the President, Vice-President or any other agent of the Foundation designated by the Board of Directors.

ARTICLE 13

FISCAL YEAR

The fiscal year of the Foundation shall be from January 1st to December 31st.

ARTICLE 14

ACTIONS BY THE BOARD

Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action taken is signed by all the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.

 

ARTICLE 15

AMENDMENTS

These bylaws may be amended by a simple majority vote of the Board of Directors present and entitled to vote at a meeting at which a quorum is present. Any proposed amendment(s) must be submitted to the Directors in writing with written notice of the meeting to decide on the proposed amendment(s) at least ten days prior to the meeting date.

ARTICLE 16

DISSOLUTION

The Foundation may be dissolved by two-thirds vote of the Directors then serving, provided that notice of the proposed dissolution has been submitted to the Directors in writing with written notice of the meeting date to decide on the proposed dissolution at least thirty days prior to the meeting date. In the event of dissolution, the Board of Directors shall dispose of all of the net assets of the Foundation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under Gambian law. Any remaining assets not disposed of by the Board shall be disposed of by the Court in the jurisdiction in which the principal office of the Foundation is then located, exclusively for such purposes or to such organizations.

ARTICLE 17

FUNDS MANAGEMENT

Funds bequeathed and money collected for the purposes of the Foundation must be reported and expended to finance the activities of the Organization. This will include expenses for Office supplies, official travel, and related expenses for conferences and lecturing.

ARTICLE 18

CHANGE IN 1982 KERRGI INTAKES CONSTITUTION

1. No article in this constitution (When it is accepted) shall be deleted or changed without the approval of a two-third majority of the association full members.

BY-LAWS OF 1982 KERRGI INTAKES ASSOCIATION

This Constitution and its By-laws were prepared and reviewed by all Members of the association and subjected to review and approval by the overall Membership.
The final document was accepted and adopted by majority of 1982 KERRGI INTAKES Association Members.
The Final Document was signed by President Alhagie Momodou Gaye, on behalf of the Association on 30th of September, 2018, as the Official Constitution and By-laws governing the 1982 KERRGI INTAKES Association.