ARTICLE I

Name, Seal, and Purpose

• 1.1 Name. The name of the Association is Jamaican Association of Rhode Island, a Rhode Island nonprofit association.
  
• 1.2 Seal.  The seal of the Association shall bear the name of the Association and the words and figures indicating the state and year of incorporation.
• 1.3 Purpose.  The purpose of JARI is to support and advance the economic, political, social, and cultural interests of Jamaicans living in Rhode Island. JARI will accomplish its mission by operating a non-profit organization that will be used as the basis to link, bind, generate support and foster as well as build a sense of community for the Jamaican residents of RI. JARI members will participate in the life of the Jamaican community through activities such as support, networking, social and fundraising events that promote the welfare of the RI Jamaican Community and facilitate communication/corporation among and between the various segments of the RI Jamaican community, elected officials, and community leaders in RI.

ARTICLE II

Board of Directors

• 2.1 Composition of the Board. The affairs of the Association shall be managed by a Board of Directors consisting of no fewer than 7 and no more than 11 Directors.
• 2.2 Powers and Duties.  The Board of Directors shall have general power to control and manage the affairs and property of the Association, and shall have full power, by two-thirds majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have full authority with respect to the distribution and payment of the moneys received by the Association from time to time; provided, however, that the fundamental and basic purposes of the Association, as expressed in the certification of incorporation of the Association (as such certificate may be amended from time to time), shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the Association to inure to the benefit of any private individual, except as otherwise provided in the Association’s certificate of incorporation (as such certificate may be amended from time to time).
•  2.3 Resignation of a Director.  Any Director may resign as a Director of the Association by written notice to the Secretary of the Association. 
  (a) Suspension.  A Director may be suspended for a period or expelled for a cause such as violation of any of the by-laws or rules of the Association, or for conduct prejudicial to the best interests of the Association. Suspension or expulsion shall be by a two-thirds vote of the membership of the Board of Directors, provided that a statement of the charge(s) shall have been mailed by registered mail to the Director under charge(s) at his or her recorded address at least fifteen (15) days before final action is taken thereon; this statement shall be accompanied by a notice of the time when and place where the Board of Directors is to take action in the premises.  The Director shall be given an opportunity to present a defense at the time and place mentioned in such notice.
• 2.4  Term of Office of Directors. 
  (a) The terms of office of the Directors shall be 1, 2, and 3 years, as provided in subsection (b) of this Section.
  (b) The terms of office of initial Directors shall commence at the first annual election meeting, scheduled for December 2, 1999.  At that election meeting, Directors shall, by way of voting, be classified so as to have staggered terms of office, with approximately one-third of the Directors having a term of one year, and approximately another third of the Directors having a term of two years, and approximately another third of the Directors having a term of three years. At each subsequent annual election meeting, the terms of office of the Directors elected at that meeting shall be for three years. If the Board of Directors is expanded, the Board will endeavor to cause the terms of office of the new Directors to be staggered such that approximately one-third of the entire Board is subject to election each year.
  (c) A Director shall hold office until the expiration of his or her term and until his or her successor shall be elected and shall qualify, subject however to prior death, resignation or removal from office.
  (d) Any Director elected to fill a vacancy shall have the remaining term of office of his or her predecessor.
  (e) No Director is to serve as Director for longer than six consecutive years; provided, however, that the Director who has served as Director for six consecutive years may remain as nonvoting special advisor to the Board having all the rights and privileges of a Director (including participation in board meetings) other than the right and privilege to vote as a Director. After the lapse of one year following six consecutive years of service as a Director, a person may again be elected as a Director (subject to similar succeeding six-year term limits).
• 2.5  Vacancies.  Any vacancy in the Board of Directors, including a vacancy created by an increase in the number of Directors made by the B, may be filled by an affirmative vote of the majority of Directors then in office.
• 2.6 Special Meetings; Notice. Special meetings of the Board of Directors may be held upon the call of the President or one-third of the Directors at the principal office of the Association or at such other place as may be designated in the notice of such meeting. Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given by the Secretary by mailing a copy thereof or otherwise delivering the same to each Director at least two days before such meeting.
• 2.7 Regular Meetings; Notice. Regular meetings of the board of Directors shall be held at such time and place as the Board of Directors shall designate and notice of such regular meetings need not be given. The Board of Directors shall endeavor to hold regular meetings not less frequently than monthly.
• 2.8  Quorum; Adjournment of Meetings. At all meetings of the Board of Directors, two-thirds of the Directors then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may,  without given notice other than by announcement at the meeting, adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
• 2.9  Organization. The President of the Association shall preside at all meetings of the Board of Directors, and in his or her absence, the Board of Directors may select from among its members a chairperson. The Secretary of the Association shall act as Secretary of all meetings of the Board of Directors. In the absence of the Secretary the Recording Secretary and in the absence of the Recording Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
• 2.10  Resignation. Any may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect at any time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.        
• 2.11 Powers. All the Association’s powers, except such as are otherwise provided for in these bylaws and in the laws of the State of Rhode Island, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees, or to officers of the Association, such powers as they may see fit.
• 2.12 Action without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors may be taken without a meeting if, prior or subsequent of the action, all members of the Board consent thereto in writing and the written consents are filed with the minutes of the proceedings of the Board. The consents shall have the same effect as a unanimous vote of the Board for all proposes, and may be stated as such in any certificate or document filed with the Secretary of State.
• 2.13 Sub Committees. The Board of Directors may have such subcommittees as the Board may designate, having such tasks and such membership as the Board may designate. Subcommittees shall be advisory only, and the management and control of the Association shall remain vested in the Board. Membership of subcommittees need not be restricted to Directors

ARTICLE III

Members

• 3.1  Qualifications. Any person, and any organization, may become a Member of the Association by registering his or her or its name with the Association and by paying the annual (or other periodic) membership fee that the Board of Directors of the Association may terminate his or her or its membership by written notice to him or her or it, (or other periodic) membership fee required, the Association may terminate his or her or its membership by written notice to him or her or it, or (at the option of the Board of Directors) the Board of Directors may provide for the automatic termination of memberships for delinquency in payment of membership fees.
• 3.2  Annual Meeting of Members. A meeting of the Members of the Association shall be held at least once every year, on such date and time as may be designated by the Board of Directors from time to time.
• 3.3  Special Meetings of Members. Special meetings of the Members may be called by the President or the Board of Directors.
• 3.4 Place of Members’ Meetings. Meetings of Members shall be held at such place as may be designated by the Board of Directors from time to time.
• 3.5 Notice of Members’ Meetings. Written notice of the time, place and purposes of every meeting of the Members shall be given not less than 10 or more than 60 days before the date of the meeting, either personally or by mail, to each Member.
• 3.6 Waiver of Notice. Notice of a meeting of Members need not be given to any Member who signs a waiver of the notice, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that Member.
• 3.7 Quorum of Members. The Members entitled to cast 10% of the votes at a meeting shall constitute a quorum of the meeting, except that for purposes of any vote of the members (a) to elect or remove Directors or (b) to amend the Certificate of Incorporation or by the By-Laws, Members entitled to cast ___________% of the votes at a meeting shall constitute a quorum at the meeting for such purposes.
• 3.8 Proxy Voting.  Every Member entitled to vote at a meeting of Members or to express consent without a meeting may authorize another person or persons to act for the Member by proxy. Every proxy shall be executed in writing by the Member, except for the proxy maybe given by a member by telegram or cable or its equivalent.
• 3.9  Election of Directors. The election of Directors shall occur annually at a meeting of the Members called for such purpose.
  
  

ARTICLE IV

Officers

• 4.1  Number. The officers of the Association shall be the President, one or more Vice Presidents, the Secretary, and Treasurer and such other officers with such powers and duties as may be appointed and determined by the Board of Directors.
• 4.2  Election, Term of Office and Removal. The officers shall be elected by the Board of Directors from among their number at the first meeting of the Board of Directors after each election meeting of the members and shall not serve for more than 5 consecutive terms. Any officer may be removed, with or without cause, by two-thirds vote of the Board of Directors then in office.
• 4.3 Vacancies. In case any office of the Association becomes vacant by death, resignation, retirement, disqualification, or any other cause, two-thirds of the Directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the first meeting of the Board of Directors after the election meeting of the Members next succeeding and until the election and qualification of his or her successor.
• 4.4  President. The President shall preside at all meetings of the Board of Directors. The President shall have and exercise general charge and supervision of the affairs of the Association and shall do and perform such other duties as may be assigned by the Board of Directors. The President must be Jamaican.
• 4.5  Vice President. Each Vice President shall attend all meetings of the Board of Directors, and subject to the instructions of the Board, shall assist the President in the general direction and control of the work of the Association.
• 4.6  Secretary. The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have the custody of the Association seal. He or she shall attend and keep the minutes of all the meetings of the Board of Directors and the Association. He or she may sign with the President and Treasurer, in the name and on behalf of the Association, any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, he or she may affix the seal of the Association. He or she shall, in general perform all the duties incident to the office of secretary subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him or her by the Board of Directors.
• 4.7  Treasurer. The Treasurer shall have the custody of all funds, property, and securities of the Association, subject to such regulations as may be imposed by the Board of Directors. He or she may be required to give bond for the faithful performance of his or her duties, in such sum and with such sureties as the Board of Directors may require. When necessary or proper he or she may endorse on behalf of the Association for collection checks, notes and other obligations, and shall deposit the same to the credit of the Association at such bank or banks or depository as the Board of Directors may designate. He or she shall be one of the three (3) officers designated to sign, for which two signatures are required, all checks of the Association and all bills of exchange and promissory notes issued by the Association except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the Association. He or she shall make such payments as may be necessary or proper to be made on behalf of the Association. He or she shall enter regularly on books of the Association a complete and accurate account of all monies and obligations received and paid or incurred by him for or on account of the Association and he or she shall exhibit such books at all reasonable times to any Directors on application to the offices of the Association. He or she shall, in general, perform all the duties pertinent to the office of treasurer, subject to the control of the Board of Directors.

ARTICLE V

Fiscal Year

The fiscal year of the Association shall be the calendar year.

ARTICLE VI

Dissolution

All Directors shall be deemed to have expressly consented and agreed that upon the dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provision of Section 501 (c) (3) of the Internal Revenue Code as they now exist and may hereafter be amended or to the United States or a State or local government.

ARTICLE VII

Investments, Bank, Accounts, Checks

• 7.1 Investments. The Association shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or nay similar restriction; provided, however, that no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 501 (c) (3) of the Internal Revenue Code and the Treasury Regulations as they now exist or as they may hereafter be amended.
  
  
• 7.2 Checks, Notes, and Contracts. The Board of Directors is authorized to select such banks or depositories as it shall deem proper for the funds of the Association. The Board of Directors shall determine which Board Member shall be authorized from time to time on the Association’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments.

ARTICLE VIII

Amendments

The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Association by affirmative vote of two-thirds of the Board, provided, however that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law.

ARTICLE IX

Exempt Activities

Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and the Treasury Regulations as they now exist or and may hereafter be amended, or by any organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations or as they exist and may hereafter be amended.

ARTICLE X

Books and Records

There shall be kept at the office of the Association correct books of account of the activities and transactions of the Association, including a minute book, which shall contain a copy of the Certificate of Incorporation (including all amendments), a copy of these Bylaws (including all amendments), and all minutes of meetings of the Board of the Directors and 501 (c) (3) certificate and copies of all legal documents pertaining to the Association.

ARTICLE XI

Indemnification

The Association may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he/she or a person of whom he/she is the legal or personal representative (or heir or legatee) is or was a Director, officer, employee, or other agent of the Association, or of any other organization served by him/her in any capacity at the request of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys, fees.