Articles of Incorporation / Bylaws / Exit
To: Department of Consumer and Regulatory Affairs
Business Regulation Administration, Corporations Division
We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the NON-PROFIT CORPORATION ACT (D.C. Code, 1981 edition, Title 29, Chapter 5), adopt the following Articles of Incorporation:
I. The name of the corporation is The Africa Society, Inc.
II. The duration period shall be perpetual.
III. The corporation is organized for the exclusive educational, charitable, scientific and literary purpose of promoting a greater appreciation and understanding of, and between, the countries of the African continent through cultural activities and exchanges.
IV. The corporation shall have members.
V. There shall be several classes of members. Class of membership will depend upon organization of each member, example: political state, corporation, association, individual. Each member shall have voting rights. Specific classification and manner of voting shall be established by the Board of Directors (herein referred to as "Board of Trustees" or "Trustees") subject to ratification by a majority of the members voting in response to the request from the Trustees for ratification.
VI. The corporation shall be governed by a Board of Trustees. Trustees shall be elected at the corporationís annual meeting in the manner provided in the corporationís Bylaws.
VII. Provisions for the regulation of the internal affairs of the corporation, including provision for the distribution of assets on dissolution or final liquidation, shall be adopted by the Trustees in a manner permitted by law, the DC non-profit tax-exempt provisions of Section 29-531, and Title 26-501(c)(3) of the U.S. Code.
VIII. The address of the initial registered office of the corporation is 1221 Massachusetts Ave., NW, #403, Washington, DC, 20005, telephone 202 347 3353 and the name of its initial registered agent is Adam Ouologuem, who is an individual resident of the District of Columbia whose business office is identical with the corporationís registered office.
IX. The number of Trustees constituting the
initial Board of Trustees shall be no less than three (3), and the names
and addresses, including street and number and zip code of three persons
who are to serve as Trustees until the first annual meeting or until their
successors are elected and shall qualify are:
Adam Ouologuem 1221 Massachusetts Ave., NW, #403, Washington, DC 20005
Samuel Kiendrebeogo 2200 Columbia Pike #312, Arlington, VA 22204
Albert Z. Lewis, Jr. 3511 North 13th Street, Arlington, VA 22201
X. The number of Incorporators are three (3) and the names and addresses, including street and number and zip code of the incorporators are:
1221 Massachusetts Ave., NW, #403, Washington, DC 20005
2200 Columbia Pike #312, Arlington, VA 22204
Albert Z. Lewis, Jr.
3511 North 13th Street, Arlington, VA 22201-4907
BYLAWS OF THE AFRICA SOCIETY, INC.
Article I - OFFICES
The principal office of The Africa Society is located in the District of Columbia. The Africa Society may have other offices, within or without the District of Columbia, as the Trustees may designate or as the business of The Africa Society may require. The registered office is located at 1221 Massachusetts Ave., NW, #403, Washington, DC, 20005. The registered office may be changed by the Trustees.
Article II -MEMBERS
1. Annual Meeting. The annual meeting of the Members will be held on the 1st day of November in each year, beginning with the year 1999, at 6:00 p.m. or at any other time and day within that month that is fixed by the Trustees, for the purpose of electing Trustees and for the transaction of any business that may come before the meeting. A Trustee shall be chosen from each of the following categories as established by the Board of Trustees. If the day fixed for the annual meeting is a legal holiday in the District of Columbia, the meeting will be held on the next succeeding business day. If the election of trustees is not held on the day designated for any annual meeting of the Members or at any adjournment of the meeting, the Trustees will call for the election to be held at a special meeting of the Members as soon thereafter as possible.
2. Special Meetings. Special meetings of the Members, for any purpose, may be called by the President or by the Trustees. A special meeting must be called by the President if requested by not less than 50% percent of all Members of The Africa Society entitled to vote at the meeting. The provisions of this Clause are subordinate to any statutory provisions which may require a different procedure.
3. Meeting Place. The Trustees may designate any place within or without the District of Columbia, as the meeting place of any annual meeting or for any special meeting called by the Trustees. If no designation is made, or if a special meeting is called in a different manner than that described in this Clause, the place of meeting will be the principal office of The Africa Society in the District of Columbia.
4. Notice of Meeting. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called will be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally , by fax, e-mail, or mail, to each Member of record entitled to vote at the meeting. If mailed, the notice will be deemed to be delivered when deposited in the U. S. mail, addressed to the Member at his address as it appears on the Membership book of The Africa Society, with postage prepaid. The provisions of this Clause are subordinate to any statutory provisions that may require a different procedure.
5. Closing of Membership Book or Fixing of Record Date. To determine which Members are entitled to receive notice of any meeting and to vote or to identify Members for any other proper purpose, the Trustees may close the Membership book for a stated period not to exceed 50 days and at least 10 days immediately before the meeting. If the Membership book is not closed, the date on which notice of the meeting is mailed will be the record date for determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Clause, the determination will apply to any adjournment of the meeting.
6. Voting Record. The Secretary of The Africa Society is the agent in charge of the Membership book of The Africa Society, and will make a complete record of the Members entitled to vote at each meeting of Members, or any adjournment of the meeting, arranged in alphabetical order, with each Member's address. These records will be produced and kept open at the time and place of the meeting and will be subject to the inspection of any Member during the whole time of the meeting.
7. Quorum. Ten percent of the Members will constitute a quorum at a meeting of Members. If there are less than ten percent of the Members represented at a meeting, a majority of the Members represented may adjourn the meeting without further notice. At an adjourned meeting where a quorum is present, any business may be transacted that might have been transacted at the original meeting.
8. Each Members is entitled to vote.
9. Voting. Each Member entitled to vote will be entitled to one vote upon each matter submitted to Members.
10. Voting by Certain Members. Membership standing in the name of a corporation or group may be voted by the officer, agent prescribed by that corporation's or group's bylaws, or, in the absence of a bylaw provision, as the Directors for that Corporation or group determine.
11. Informal Action by Members.
Any action required or permitted to be taken at a meeting of the Members
may be taken without a meeting if a consent in writing, setting forth the
action to be taken, is signed by all of the Members entitled to vote on
ARTICLE III - Trustees
1. General Powers. The business and affairs of The Africa Society will be managed by the Trustees.
2. Number, Tenure, and Qualifications. The number of Trustees of The Africa Society will be 15. Each Trustee will hold office for a term of three years and until his successor has been elected and qualified, excepting the initial year in which members will Trustees, 1/3of whom will serve one, two and three year terms. Trustees need not be residents of any State or Country, but shall be active Members of The Africa Society.
3. Regular Meetings. A regular meeting of the Trustees will be held without any notice other than this Bylaw immediately after, and at the same place as, the annual meeting of Members. The Trustees may fix, by resolution, the time and place, either within or without the District of Columbia, of additional regular meetings without any notice other than the resolution.
4. Special Meetings. Special meetings of the Trustees may be called by or at the request of the President or any two Trustees. The person(s) authorized to call special meetings of the Trustees may fix the time and place, within or without the District of Columbia, of any special meeting of the Trustees called by them.
5. Notice. Notice of any special meeting will be given at least seven days in advance in writing, delivered personally or mailed to each Trustee at his business, address, or by telegram. If mailed, the notice will be deemed to be delivered when deposited in the U. S. mail, addressed, with postage prepaid. If notice is given by telegram, the notice will be deemed to be delivered when the telegram is delivered to the telegraph company. Any Trustee may waive notice of any meeting. The attendance of a Trustee at a meeting will constitute a Waiver of Notice of that meeting, unless the Trustee attends for the express purpose of objecting to the transaction of any business because the meeting if not lawfully called or convened.
6. Quorum. A majority of the number of Trustees fixed by Clause 2 of this Article III will constitute a quorum for the transaction of business at any meeting of the Trustees. If less than a majority is present at a meeting, a majority of the Trustees present may adjourn the meeting without further notice.
7. Manner of Acting. The act of the majority of the Trustees present at a meeting at which a quorum is present will be the act of the Trustees. The Trustees may select an Executive Committee of three Trustees to serve at the pleasure of the Board of Trustees on its behalf regarding details of Trustee matters between scheduled Trustee meetings.
8. Action Without A Meeting. Any action required or permitted to be taken by the Trustees at a meeting may be taken without a meeting if a consent in writing, stating the action to be taken, is signed by all of the Trustees.
9. Vacancies. Any vacancy in the Trustees may be filled by the affirmative vote of a majority of the remaining Trustees. A Trustee elected to fill a vacancy will be elected for the unexpired term of his predecessor in office. Any Trusteeship to be filled by reason of an increase in the number of Trustees may be filled by election by the Trustees for a term of office continuing only until the next election of Trustees by the Members.
10. Trustees will volunteer their time and assume their own expenses.
11. Presumption of Assent. A Trustee of The Africa Society who is present at a meeting of the Trustees at which action on any Foundation matter is taken will be presumed to have assented to the action taken, unless his dissent appears in the minutes of the meeting, or unless he files his written dissent to the action with the person acting as the secretary of the meeting before the adjournment, or forwards his dissent by registered mail to the Secretary of The Africa Society immediately after the adjournment of the meeting. This right to dissent does not apply to a Trustee who voted in favor of the action.
ARTICLE IV - OFFICERS
1. Number. The Officers of The Africa Society will be a President, a Secretary, and a Treasurer, each of whom will be elected by the Trustees. Other Officers and Assistant Officers may be elected or appointed by the Trustees. Any two or more offices may be held by the same person, except the offices of President and Secretary.
2. Election and Term of Office. The Officers of The Africa Society will be elected annually by the Trustees at the first meeting of the Trustees following the annual meeting of the Members. If the election of Officers is not held at that meeting, the election will be held as soon as convenient. Each Officer will hold Office until his successor has been elected and has qualified or until he dies, resigns, or has been removed in the manner provided in Clause 3 of this Article.
3. Removal. Any Officer or agent may be removed by the Trustees whenever in its judgment the removal will serve the best interest of The Africa Society.
4. Vacancies. A vacancy in any office for any reason may be filled by the Trustees for the unexpired portion of the term.
5. President. The President is the principal executive officer of The Africa Society and, subject to the control of the Trustees, will supervise and control all of the business and affairs of The Africa Society. He/she will preside at all meetings of the Members. He/she may sign, with the Secretary or any other Officer of The Africa Society authorized by the Trustees, Membership certificates as well as deeds, mortgages, bonds, contracts, or other instruments that the Trustees has authorized to be executed. The President may not sign these documents where their signing and execution has been expressly delegated by the Trustees or by these Bylaws to some other officer or agent of The Africa Society or where the law of the District of Columbia requires the documents to be signed or executed by others. In general, he/she will perform all duties incident to the office of President and all other duties as may be prescribed by the Trustees.
6. The Vice-Presidents. If a Vice-President is selected, in the President's absence, death, or inability or refusal to act, the Vice-President (or in the event there is more than one Vice-President, the Vice-Presidents in the order designated at the time of their election; or in the absence of any designation, then in the order of the election) will perform the duties of the President. When the Vice-President is acting as President, he/she will have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, Membership certificates and perform any other duties that may be assigned by the President or by the Trustees.
7. The Secretary. The Secretary
(a) Keep the minutes of the proceedings of the Members and of the Trustees in one or more books provided for that purpose;
(b) See that all notices are given in accordance with the provisions of these Bylaws or as required by law;
(c) Be custodian of the Membership records and of The Africa Society's seal and see that The Africa Society's seal is affixed to all documents that must be executed under its seal;
(d) Keep a register of the address of each Member which has been given to the Secretary by each Member;
(e) Sign with the President, or the Vice-President, Membership;
(f) Have general charge of the Membership book of The Africa Society; and
(g) Perform all duties incident to the office of Secretary and any other duties that may be assigned by the President or by the Trustees.
8. The Treasurer. The Treasurer will have charge and custody of all funds and securities of The Africa Society; receive and give receipts for moneys due and payable to The Africa Society from any source and deposit all The Africa Society's moneys in the name of The Africa Society in the banks, trust companies, or other depositaries that are selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and any other duties that may be assigned by the President or by the Trustees. If required by the Trustees, the Treasurer will give a bond for the faithful discharge of his duties in a specified sum and with the surety of sureties designed by the Trustees.
10. Salaries. The salaries of the Officers will be fixed by the Trustees. No Officer will be denied a salary because he or she is also a Trustee of The Africa Society.
ARTICLE V - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. Contracts. The Trustees may authorize one or more Officers or Agents to enter into any contract or execute and deliver any instrument on behalf of The Africa Society. This authority may be general or confined to specific instances.
2. Loans. No loans will be contracted on behalf of The Africa Society and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Trustees. This authority may be general or confined to specific instances.
3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in The Africa Society's name will be signed by the Officers and/or Agents of The Africa Society in the manner authorized by resolution of the Trustees.
4. Deposits. All funds of The Africa Society not otherwise employed will be deposited to the credit of The Africa Society in banks, trust companies, or other depositaries that the Trustees selects.
ARTICLE VI -NONALIGNED
The Africa Society shall remain politically nonaligned. No substantial part of the Africa Societyís activities shall include carrying on propaganda, or otherwise attempting, to influence legislation. The Africa Society shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. The Africa Society remains inclusive and shall not align itself with any individual country or group of countries as it promotes greater awareness of all African cultures.
ARTICLE VII - FISCAL YEAR
The fiscal year of The Africa Society will begin on the first day of January and end on the last day of December in each year.
ARTICLE VIII - NO DIVIDENDS
The Africa Society may pay no dividends,
no residual value of The Africa Society shall inure to any Member or individual,
and, upon termination, any residual value shall be donated to a non-profit
ARTICLE IX - WAIVER OF NOTICE
Whenever any notice must be given to any Member or Trustee of The Africa Society under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the law of the District of Columbia, a Waiver of Notice signed by the person or persons entitled to the notice, whether before or after the time set out in the notice, is equivalent to the giving of notice.
ARTICLE X - AMENDMENTS
These Bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Trustees at any regular or special meeting of the Trustees.
(SEAL) DATE APPROVED: June 5, 1999
Steffanie J. Lewis, Secretary