Ethiopian Community Center
in
Sacramento

ECCS By-Laws

• ECCS Purpose and Mission
• Membership / Members
• Operating Languages
• General Membership Meetings
• Executive Board Meetings
• Election of Officers:
• Qualifications For Elected Positions
• Officers, Titles and Duties
  • President - Duties
  • Vice-President - Duties
  • Secretary - Duties
  • Treasurer- Duties
  • Auditor - Duties
  • Membership Coordinator - Duties
• Conflict Resolution
• Direct Personal Interest
• Rules And Actions
• EXPULSION AND SUSPENSION
• ACTION TO RECOVER

ECCS Purpose and Mission

Back to top

The Ethiopian Community Center in Sacramento (ECCS) is non-profit organization which tries to address and provide for the needs, concerns, interest and social welfare needs of the Ethiopian Community at large. And whenever possible make every effort to help the people of Ethiopia in their daily struggles to fight hunger, disease and lack of educational resources.

The ECCS will strive to promote the best in Ethiopian and American cultures to instill in our community a habit of success, a tradition of excellence, relationships of enrichment, engaging quality of life, and the spirit of wisdom and resilience.

The ECCS is a non-political, non-religious social organization open to all Ethiopians and Ethiopian Americans with out any regard to ethnic origin, religion, and political affiliation.

Election of Officers:

Back to top

1. The first election of officers will be held on Saturday, August 2, 2003. The general assembly at a duly called meeting will elect the executive officers/board for a new two-year term. Any member that has any interest in running for the executive officer positions should submit a letter of intent to the current secretary.
2. In his/her letter the candidate should state:
   • The position he/she is running for
   • A brief campaign statement as to his/her vision about the ECCS and how he/she would make a difference in making every effort to strengthen the Ethiopian Community.
3. The executive secretary shall compile the information and mail to all members together with the announcement for the date and place of the general membership meeting election procedures.
4. In order for the election process to be completed in an orderly manner the following deadlines will apply:
   • Letters from candidates shall be mailed to the secretary during the period, May 1 through May 31 of the election year, and to be valid they have to be postmarked no later than May 31.
   • The secretary shall compile the letters from candidates and during the period June 1 through June 20
   • The secretary shall mail the campaign statements from the candidates together with the announcement of the date and place for the meeting of the general assembly.

Membership / Members:

Back to top

1. Members:

   Membership to ECCS is open to persons of Ethiopian origin and friends of Ethiopia who uphold the objectives of the organization.

2. Members in Good Standing:

   Members in good standing are those who continue to support the mission of ECCS and fulfill their membership obligations.

   • A voting member is in good standing as long as he/she has paid his/her monthly dues and any other fees associated with membership.
   • A voting member would have to have the best interest of the Ethiopian Community at heart.
   • A voting member shall be willing to serve in any capacity if and when asked by the president or the executive officers and individual members acting in the capacity of committee chair.
   • A voting member shall serve the community in a good faith effort as a volunteer and with no due considerations.

3. Associate Members:

   Associate Membership is open to any individual that considers themselves as a friend of Ethiopia and care about the Ethiopian people and culture. Associate Members would be welcomed as non-voting members and can make either financial or material contributions and/or contribute in time or service. An Associate Member can participate in all activities and functions of the community in any capacity that has been assigned to him/her by the president or the executive officers and individual members acting in the capacity of committee chair.

4. Membership Dues:

Operating Languages:

Back to top

The ECCS will use English and Amharic languages for correspondence purposes.

General Membership Meetings:

Back to top

The ECCS will hold general membership meeting at least once a year and the meeting will be held on the 1st, Saturday in August. For the Year 2001, the general membership meeting will be held on Saturday, August 4, 2001. Thereafter, the Executive Board will call meetings of the general membership as necessary.

Executive Board Meetings:

Back to top

The Executive Board shall call working meetings as often as necessary to carryout its duties.

Qualifications For Elected Positions

Back to top

To be elected to any executive office members should meet the following qualifications:

• A candidate should be a member in good standing with at least one year of membership
• A candidate shall be of at least 18 years of Age
• A candidate shall have no criminal record for any type of offence.
• A candidate shall be a member who is clean of any drug or alcohol abuse
• A candidate shall not be a member that has exhibited or participated in activities contrary to the by-laws and operating guidelines set forth by the ECCS and its mission.

Officers, Titles and Duties

Back to top

The ECCS will have the following officers:

WHEREAS: The ECCS shall have a President, Vice President, General Secretary, Treasurer, Membership Coordinator and such other officers with titles and duties as shall be stated in the by-laws, or as may be necessary in carrying out the duties and the responsibility of the ECC. The president in conjunction with the other executive officers will constitute the Executive Board.

President- Duties

Back to top

WHEREAS: the president is the highest-ranking administrative official of the organization and is responsible for the implementation of all ECC's programs and plans. The president together with the executive board would develop new set of plans, establish committees and allocate funds to authorize activities. The president is authorized to allocate emergency funds of up to and including two hundred dollars ($200) without the approval of the executive board, and

WHEREAS: the president and executive board members and any other officers appointed by the president in consultation with the executive board shall perform their duties in good faith, and in the best interest of the organization, and

WHEREAS: if the executive board are not cooperatively working, cannot agree to the management of the ECC's affairs, the president can call for general membership meeting and ask for a new elections. At which time the assembled members can appoint a three person committee that should carryout the election procedure based on the by-laws and guidelines. The executive officers would have the right to run for the executive officers positions as any other member, and

WHEREAS: the president will have the right and obligation to relieve from their appointed post any committee chairs for cause and or in the best interest of the ECC and implementation of its programs and activities, and

WHEREAS: in performing the duties of a president, the president shall be entitled to rely on information, opinions, reports or statements, including financial data, in each case prepared or presented by: 1) one or more of the officers or committee chairs of the organization in whom the president believes to be reliable and competent in the matters presented, 2) consult with independent accountants or other person's as to the matters presented and for which the president believes to be within such person's professional area of expertise and competence,

WHEREAS: The president shall appoint or name individual members (voting or non-voting) as chair or vice chair and any other positions he/she deems necessary to carry out various activities of the ECC. The term of office of the appointees will not exceed than the term of office of the appointing executive officers/committee. Committee chairs and vice chairs can be re-appointed for successive two year terms as many times as the president and the executive board executive wish them to serve.

Vice-President - Duties

Back to top

The vice president shall be responsible on issues related to cities, counties, non-profit organizations and shall preside over the executive board meetings in the absence of the president, and

WHEREAS: the vice president shall accept any duties that are conferred on him /her by the president and lead one or more committees if necessary, and

WHEREAS: The vice president shall monitor the executive board actions to be consistent with the policies and procedures and compliance with the by-laws, and

WHEREAS: the vice president shall coordinate the organization recognition award program to be consistent with the following ranks: The organization shall award an individual or groups based upon 1st rank ($50), 2nd ($25), 3rd ($15). The ranking criteria shall be based on the significant contribution provided to the organization.

Secretary - Duties

Back to top

The general secretary shall keep and maintain adequate and correct books and records of all meetings. In the absence of the secretary , the president shall appoint any member as to act as a secretary, and

WHEREAS: before the president calls a meeting to order, it is the secretary's duty to determine if a quorum of members is present. If a quorum is not present, the secretary shall wait a period of thirty minutes, or until after a reasonable period of time for which it appears that a quorum will not be assembled. If a quorum cannot be assembled, the secretary shall inform the president/chair person to call the meeting to order to announce the absence of a quorum, and then decide to either hold the meeting or entertain a motion to adjourn, and

WHEREAS: if the chair has called the meeting to order before a quorum is present, the secretary shall notice his or her objection to the chair that a quorum is not present. If the chair notices the absence of a quorum, it is his/her duty to declare the fact at least before taking any vote.

WHEREAS: in an appeal from the decision of the chairperson, a tie vote sustains the chairperson's decision even though his/her vote created the tie on the principle that the decision of the chairperson can only be reversed by two-thirds of the vote.

WHEREAS: A two-thirds vote means at least two-thirds of the votes cast by persons legally entitled to vote, excluding blanks or absenteeism, at a regular or properly called meeting, and

WHEREAS: The secretary shall arrange and determine whether the executive officers/committee can participate in telephone conference call meetings using similar-type communications equipment (as long as all members participating are able to clearly hear one another). Participation in such meetings constitutes presence in person.

WHEREAS: the basic requirements for approval of an action by the executive board is a majority vote. The word "majority" means a majority vote cast by persons legally entitled to vote. A two-thirds vote is required to adopt any motion that: a) overrides the presiding vote; b) suspends or modifies a rule of order previously adopted; c) prevents the introduction of a question for consideration; d) closes limits or extends the limits of debate.

WHEREAS: the secretary shall announce a vote in person when he or she thinks the issue is of such importance that the presence of all executive board is desirable. For less important issues that do not directly affect the ECC, the secretary in consultation with the president can receive votes by mail or telephone. In the event that the mailing list is planned to be used, the secretary should furnish the names, mailing addresses, and telephone numbers of those legally entitled to vote.

Treasurer- Duties

Back to top

WHEREAS: The treasurer of the ECC is responsible for all funding and expenditures of the organization. He/She is authorized to deposit funds in the ECC bank account, and

WHEREAS: Withdrawal of funds from the ECC account shall include the signature of the two designated members, namely the president or in the president's absence the vice president and the treasurer. The treasurer shall be authorized to deposit funds in to the ECC bank account, but shall not be authorized to withdraw funds of any amount without having the signature of the president and in the presidents absence the vice-president, and

WHEREAS: The treasurer shall report quarterly or as requested by the president or the executive board, on the ECC's financial matters.

Auditor - Duties

Back to top

The internal auditor the treasurer and the executive board shall examine the account of the organization and specify comments and suggestions, in writing for a presentation at the annual meeting of the organization. The objectives of the internal and external auditors are to provide members with reasonable assurance that assets are safeguarded against unauthorized use or disposition, and that transactions are executed in accordance with generally accepted accounting principles.

The auditor will be elected together with by the general membership during a duly called membership meeting specifically for the election of officers on August 2, 2003. Except for the initial period where the position is considered voluntary.

Membership Coordinator - Duties

Back to top

The Membership Coordinator (MC) is responsible to work as a cultural community organizer to implement the action plan, and

WHEREAS: The MC shall develop and establish the criteria for the organization to provide assistance to newly arrived Ethiopians, and

WHEREAS: The Membership Coordinator in conjunction and as a member of the executive board shall develop a detailed procedure and assign duties to any activities if the organization to implement its action plan. Some of the activities could be but not limited to membership recruitment, publication of a news letter and other projects assigned to him/her from the executive board.

Back to top

WHEREAS: any conflict between the members of the executive board and/or the general membership shall be resolved by establishing an adhoc committee of mediators consisting of three members who are selected from the general membership. The executive board shall make available all information and documentation to the adhoch committee to address the conflict or disputes between the executive board members and/or the general members. If the committee determines that the executive officers are not conforming with the requirements of the by-laws or the approved action plan of the organization, the adhoc committee shall recommend by a majority vote to resolve the dispute, dismiss the executive board or the executive officer(s), or both, and call for a new election.

Back to top

WHEREAS: No member should vote on questions in which he or she has a direct personal or pecuniary interest not common to other members of the organization. If a motion proposes that the Ethiopian Community Center is Sacramento enter into a contract with a member of the organization who is an executive officer and from which contract he or she would derive personally pecuniary profit, the member should abstain from voting on the motion.

Back to top

• SECTION (A): Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for, or to otherwise remedy, a breach for a charitable trust:
  • The corporation, or a member in the name of the corporation pursuant to Section5710;
  • An officer of the corporation;
  • A director of the corporation;
  • A person with a reversionary, contractual, or property interest in the assets subject to such charitable trust;
  • No members of the organization shall use or utilize the organization property for private purposes with out the approval of the executive officers;
  • Any member of the ECC organization shall not make any business deal or act as spokesman in any form with the public or private organization on behalf of the ECC with out being authorized by the president or by the executive board.

  The Attorney General shall be given notice of any action brought by the persons specified in paragraphs (1) through (6), and may intervene.

• SECTION (B): In an action under this section, the court may intervene the performance of a contract unless:
  • If all the parties to the contract are parties to the action;
  • No party to the contract shall violate the good faith of the by-laws relating to action required to be approved by the members (*Section 5034, or by majority of all members).

The activities and affairs of a corporation shall continued and all corporate powers shall be execrised by or under the direction of the president and the executive board.

WHEREAS: Personal use of the ECC's charitable funds without the approval or authorization of the executive board is in violation of good faith. Any benefits to one or more executive board members or any other officers, or their families, shall be considered as self-dealing transactions using the ECC charitable funds.

WHEREAS: If self-dealing transactions using ECC's name has taken place, the interested parties shall pay to the ECC an equitable and fair amount as remedy for any benefits received from the organization.

WHEREAS: Without limiting the generality of the foregoing, the members can request the Executive Officers or the Executive Board to do any and all of the following:

• Account for any profits made from such transaction, and pay to the organization;
• Pay the organization the value of the use of any of its property used in such transactions; and
• Return or replace any financial loss to the organization as a result of such transaction or any proceeds from the sale of such property, and pay the proceeds to the sale of such property, and pay the proceeds to the organization with interest at the legal rate. The court may award prejudgment interest to the extent allowed. In addition, the court may, as its discretion, grant damages for a fraudulent or malicious visitation of this section.

WHEREAS: The attorney general shall examine on behalf of the state to ascertain the condition of the organization's affairs and to what extent, if at all, it fails to comply with the by-laws which it has assumed, or has departed from the purposes for which the ECC is formed. In case of any such failure or departure, the Attorney General may institute, in the name of the state, and the ECC members a criminal investigation.

EXPULSION AND SUSPENSION

Back to top

WHEREAS: Any expulsion, suspension or termination of the Executive Board or any member of the Executive Board must be done in good faith and in a fair manner. Fair and reasonable is when the full circumstances of the suspension, termination, or expulsion are considered and:

• The provisions of the procedure have been set forth in the articles or by-laws, or copies of the reason for termination are sent to all the members;
• It provides the giving of 15 days prior notice of the expulsion, suspension or termination and
• It provides an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or body authorized to decide;
• Any notice required under this section may be given by any method reasonably calculated to provide actual notice. Any notice given by first class or registered mail sent to the last address of the member shown on the corporation's records.

WHEREAS: Any action challenging an expulsion. Suspension or termination of membership, including any claim or defective notice must be commenced with in one after the date of expulsion, suspension or termination. In the event such an action is successful, the court may order any relief, including reinstatement, if it finds equitable under the circumstances. The vote of the members of the Executive Board may be set aside because a person was at the time of the vote wrongfully excluded and found to be wrongfully expelled or suspended to affect the out come of the vote.

Back to top

WHEREAS: (a) Any person who receives any cash or in kind for personal gains is liable to the corporation for the amount received by such person with interest thereon at the legal rate on judgement until paid; (b)Suit may be brought in the name of the ECC organization by a member or members in any such action in addition to the remedy provided in subdivision (a). The court may award punitive damages for the benefit of the organization against any director, officer, executive board member, or other person who with intent to defraud the organization.

*Section 5033 = approval by a majority vote

*Section 5034 = approval or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present.