Constitution

1. The name of the organization shall be Ghana Association of Madison, Inc (GHAMA).
2. The fiscal year of the association shall be January 1 through December 31.
3. The association shall be a non-profit organization.

1. To promote greater knowledge and understanding of Ghanaian culture and people through social, educational, cultural and recreational activities.
2. To promote social, economic and educational activities for the welfare of its members.
3. To co-operate with other organizations with similar objectives, and to foster friendly relations with the community.
4. To assist developmental efforts in Ghana
5. To provide resources and support to members in time of need.
6. To serve as advocate for developing appropriate connections through networking that benefit both Ghanaian and American interest.

1. Membership of GHAMA shall be granted to Ghanaians and friends of GHANA in the Madison area upon payment of membership and other dues.
2. No person shall be discriminated from membership on the basis of race, sex, ethnic background, origin, religion or nationality.
3. Membership dues are payable on an annual basis and are collected in the first month of the association's fiscal year. The Board of Directors shall fix the dues schedule.
4. The payment of dues for GHAMA'S current fiscal year shall constitute membership in good standing in the Association. Membership in GHAMA is personal and is not transferable.
5. The membership year shall be the same as the fiscal year for GHAMA.
6. Membership benefits: The privilege to (i) vote and (ii) be voted for, (iii) nomination of other members for board membership, and (iv) favorable discounts and dispensation for the association’s products, services, activities, programs and events.
7. Members have the right to cause the entire Board or individual member(s) of the Board to be removed, and request business at the annual meeting of the association. Nominations of persons for election to or from the Board of Directors of the association and proposal(s) of business to be considered by the association at the annual meeting may be made pursuant to the association notice procedures set forth by provisions of these by-laws.
8. Removal from Membership: Any member may be removed from membership by a majority vote of the members in good standing present at any annual meeting or special meeting called for the purpose, if the said member has engaged in acts of conduct detrimental to the purposes, objectives, programs or activities of the association. However the member shall have first been notified of the accusations and shall have been given an opportunity to be heard by the Board of Directors before the vote on removal.
9. Any member in default in payment of dues for more than 1 year shall be suspended from all privileges of membership, and if after notice the default is not cured within a period of 60 days, the membership of that member shall automatically terminate.
10. Resignation: Any member may resign their membership by giving a written notice to the Board of Directors.

1. The association shall hold bi-annual membership meetings for transaction of business and the election of directors within the powers of the association.
2. The Secretary shall cause to be mailed to every member a notice telling the time and place of such meetings in accordance with meeting notification procedures set forth by the Board of Directors.
3. For nominations or other business to be properly brought before an annual meeting by a member, the member must have given timely notice in writing to the Secretary of the Association. To be timely, a member's notice shall be delivered to the Secretary at the principal mailing address of the Association not less than thirty (30) days before the meeting. Such member's notice shall set forth (i) as to each person whom the member proposes to nominate for election, removal or reelection as a director, and (ii) as to any business that the member proposes to bring before the meeting.
4. The presence of not less than twenty-five percent (25%) of the members shall constitute a quorum and shall be necessary to conduct the business of the association; but a lesser percentage may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
5. At the request of at least fifty (50%) percent of the members of the Board of Directors or fifty (50%) percent of the members of the association, the president shall cause a special meeting to be called but such request must be made in writing at least fourteen (14) days before the requested scheduled date. Notices of such meeting shall be mailed to all members at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons for the meeting, the business to be transacted at such meeting and by whom it was called. No other business but that specified in the notice may be transacted at such special meeting.
6. At all meetings, except for the election of directors, all votes shall be by voice or show of hands. For election of directors, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
7. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint "Inspector(s) of Election."

1. The business of the association shall be governed and managed by a Board of Directors consisting of seven (7) members.
2. The directors shall be elected at the bi-annual general meetings of the association and they shall serve for a term of three (3) years. For continuity the terms of office of the Directors shall be staggered.
3. Board of Directors shall serve no more than two (2) consecutive terms.
4. The Board of Directors shall have the control and management of the affairs and business of the association. The Board of Directors shall only act in the name of the association when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
5. At least fifty (50%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on a schedule set up by the board.
6. Each director shall have one vote and such voting may not be done by proxy.
7. The Board of Directors may make such rules and regulations covering its meetings as it may deem necessary.
8. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year until the annual meeting of the association.
9. The Board of Directors shall elect its Chair.
10. The Chair will assure that the Board of Directors fulfills its responsibilities for the governance of the association.
11. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director and also on proposals from members as provided by provisions in these by-laws. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the association.

1. The following executive officers of the association shall be elected from among the membership of the Board of Directors:
   • President
   • Vice President
   • General Secretary
   • Treasurer
2. The President shall preside at all membership meetings and chair the Planning Committee, present an annual report, file certificates, sign checks, and act as chief executive.
3. The Vice President & Outreach Director shall act as President in their absence, chair the Outreach Committee, and perform other duties as assigned by the Board.
4. The General Secretary shall serve as secretary to the Board, keep minutes and records, serve notices, be custodian of records, attend to correspondence, and sign checks.
5. The Treasurer shall have custody of all monies, deposit funds, chair the Membership Committee, sign checks, maintain financial records, and render financial reports.
6. No member of the Board of Directors or officer shall be entitled to receive any salary or compensation, but may be compensated for duties other than as a director or executive officer.
7. Board Member & Officer Liability: Officers are not liable for actions taken in good faith, with ordinary care, and in the best interest of the corporation. This does not affect the liability of the corporation for acts or omissions of the officer.

1. All committees of the association shall be appointed by the Board of Directors and their term of office shall be determined by the Board of Directors. Standing Committees shall submit a quarterly report of activities to the Board of Directors.
2. The standing committees shall be:
   • Finance Committee
   • Planning Committee
   • Outreach Committee
   • Membership Committee
3. Finance Committee: Responsible for budgetary, fiscal and financial affairs. At least three members including the Treasurer. Chaired by a Director appointed by the Board.
4. Planning Committee: Responsible for planning, development, coordination and evaluation of projects and programs. At least three members, chaired by the President.
5. Outreach Committee: Develops and coordinates programs with other organizations, public relations, and annual programs. At least three members, chaired by the Vice-President.
6. Membership Committee: Develops and implements membership strategies, seeks welfare of members, advises the Board. At least three members, chaired by the Treasurer.
7. Special Committees: The President may establish special or ad hoc committees for policy matters. Constituted for a maximum of one year unless continued by the Executive Committee.
8. Terms of Committee Membership and Procedures: Board appoints and sets terms, may terminate as needed, and ensures effective functioning.
9. Board fills vacancies in any committee.
10. Quorum, Meetings and Rules: Majority of committee members constitutes a quorum. Chair may call meetings with three days' notice. Minutes are kept and submitted to the Board.

At any meeting of the members of GHAMA at which at least sixty percent of members in good standing are present, these Bylaws may be amended or repealed by the majority vote of the members entitled to vote, provided the notice of the meeting sets forth the proposed amendment or repeal.

GHAMA shall not conduct any other activities that may be in conflict with provisions of the Articles of Incorporation and of these Bylaws, or of the Internal Revenue Code relating to the tax exempt status of non profit organizations.

Upon dissolution of GHAMA, any funds or property of GHAMA will be disposed of as stipulated in the Articles of Incorporation.

Auxiliary Groups - GHAMA may establish under its auspices auxiliary or subsidiary groups. The policies, programs and activities of all such groups shall be consistent with its objectives and programs and shall be in compliance with all governing instruments of GHAMA.