THE CONSTITUTION AND BY-LAWS OF THE NIGERIAN NURSES ASSOCIATION OF USA

ARTICLE I

THE ASSOCIATION NAME, MISSION, VISION, PURPOSE AND OBJECTIVES

A (1) THE ASSOCIATION NAME: The name of the Association shall be: The Nigerian Nurses Association of USA (NNAUSA), herein referred to as the “Association”
(2) It is a non-profit organization, registered as philanthropist organization.

B (1) MISSION STATAMENT: To improve the health of the communities that NNAUSA serve by: (a) promoting health, increasing health literacy and providing free health screening to African immigrants and Nigerian Community. (b) Encouraging and assisting members to attain the highest professional standard and seek greatest height through education and mentoring.

C (1) VISION STATEMENT: The vision of NNAUSA is to be at the forefront of health promotion in the community.

D (1) ASSOCIATION PURPOSE: To serve as an organization that meets the health needs of Nigerian and other Communities in the United States, and in Nigeria.
(2) To uphold the image and foster the welfare of Nigerian Nurses as a Professional group.

E OBJECTIVES: The objectives of NNAUSA is to:
(1) Assist Nigerian community in making healthy lifestyle changes necessary by providing information needed to make informed decisions.
(2) Promote health maintenance and well being among Nigerians and other communities in the United States and in Nigeria.
(3) Secure funding through fund raising, donations and grants to support NNAUSA programs.
(4) Foster educational and professional growth among Nigerian nurses living in USA and in Nigeria through networking and mentoring.
(5) Assist newly migrated Nigerian nurses and Nigerian nursing students to adapt to nursing profession in the United States.
(6) Unite all Nigerian Nurses in the United States towards promoting the highest standards of professional practice, educational, cultural
advancement and socio-economic stability.
(7) Provide forum or avenue where Nigerian Nurses in United States speak with one voice and uphold the international code of nursing ethics,
(8) Promote and support the law/reforms on matters affecting the nursing
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(9) Collaborate with other organizations in addressing current issues of health care in Nigeria such as, but not limited to HIV/AIDS, Genital Mutilation, Communicable Diseases, Mental Health, Women’s and Children’s Health, Gerontological Health, and Rural Health.

ARTICLE II

MEMBERSHIP

A. (1) Membership of NNAUSA shall be open to all professional Registered Nurses (RN), living in the United States, who are Nigerians by birth/naturalization, or married to a Nigerian.
(2) Registration: Any RN desiring membership shall register with the secretary during a general business meeting, at any time during the fiscal year.
(3) Registration fee for a new member shall be fifty dollars ($50USD). This fee is subject to change without notice.
B. (1) Active Membership shall be established by a member who is in Good Standing that means that a member has paid the full amount of dues payable for the current dues year. A member not in good standing shall not be entitled to vote or be voted for at any election of officers or any resolution of the Association.
(2) Active member shall also be established by attendance to at least 60% of all general business meetings held after the member’s registration and annually thereafter.
(3) Shall attend 25%-30% of all NNAUSA activities within the fiscal year.
(4) Makes serious commitment to participate actively in committee work and in fund raising efforts for the Association.
(5) Has no criminal record
(6) Volunteers for and willingly accepts assignments and completes them thoroughly and on time.

C (1) Honorary Membership: shall be open to any retired Nigerian RN in the Community, whom NNAUSA members deems worthy of such recognition:
(a) Must be active in the community and has contributed to the development or promotion of the standard of the nursing profession.
(b) The name of such a person can be submitted to the Executives by any Active NNAUSA member.
(c) The executives shall deliberate and vote on the acceptance of such a person into the Association.

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D (1) Membership Benefits: NNAUSA Active Members are entitled to: Presidential Scholarship Award (to advance members career). Mentorship, Networking, a free copy of NNAUSA Constitution, Membership card, & NNAUSA Newsletter, Also the Right to belong to the NNAUSA Foundation and NNAUSA discounted Educational Seminar.

E (1) Board of Trustee: Shall consist of 5 or 7 Active members and ex-President(s) of NNNAUSA. Their role is to oversee the smooth functioning of the Association, and to promote the mission, purpose and objectives of NNAUSA.
(2) The Board of Trustee shall be elected by the NNAUSA General House for two-years’ term. They shall meet every three months (four (4) meetings a year).
(3) They shall monitor the Association’s Programs, Services and Expenses. Assure the healthy functioning and operations of the Executive Committee including the members, roles and responsibilities, terms of office, nomination process, orientation process, number of meetings needed.
(4) In the event of death, resignation, or removal of a trustee, the General House shall meet to appoint a successor to fill the vacant position for the remaining tenure of office.

ARTICLE III

RIGHTS AND RESPONSIBILITIES OF NNAUSA MEMBERS

A. (1) Membership Fee: A one hundred dollars ($100 USD) membership fees is to be paid annually, regardless of attendance to meetings. Deadline for payment shall be March 31st of the same year.
(2) Any member who did not pay the annual membership fees six month after the fees is due (i.e. by September of the same year) shall forfeit his/her membership, eligibility to vote and be voted for, but may be reinstated after full payment of his/her outstanding arrears.

B. (1) Voting: Only Active members in good standing shall be eligible to vote and be voted for in election of officers or any resolution of the Association.
(2) All Active members, regardless of admission date may vote on amendment and all other voting issues.
(3) Where there is more than one nominee for a posting, the nominee receiving a majority of votes cast shall be elected.

C (1) Membership withdrawal: Any member may withdraw from the Association at anytime by notifying the secretary.

D. (1) An Honorary Member must attend at least two general business meetings a year
(2) Participates in Association activities i.e. Health Fairs, Fund raising, etc.
(3) Acts as professional and community resource person for the Association.
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E (1) Responsibilities of NNAUSA Members: Completes the Membership Registration Form. Participate in 25-30% of the activities organized by the Association. Volunteer to assist in planning & execution of other NNAUSA event(s).
(2) Pay all dues on time. Give feedback about NNAUSA performance.
(3) Contribute articles to NNAUSA Journal, Nursing Journals and Newspapers.
(4) Recruit new members into the Association, become a representative/liaison for his/her place of work members on the ground.
(5) Refrain from the act whatsoever which could bring or expose the Association to disrupted, ridicule and public hatred.

ARTICLE IV

MEETINGS

A (1) Meetings: The Association shall meet once every six-weeks, for at least eight (8) or nine (9) times a year. General conduct of the meetings shall be based on democratic rules and processes.
(2) A quorum shall consist two-third (2/3) of Active members of the Association. Any binding decisions must consist of two-thirds (2/3) of Active Members. In case of emergency meeting, the quorum shall be majority of members required to attend the meeting.
(3) Lateness: Any member that arrives at the meeting fifteen (15) minutes after the official starting time of the meeting is considered late, and shall pay a lateness fee of two dollars ($2.00)..
(4) An Executive member who is absent in more than four (4) meetings and/or did not participate in 30% of the Association activities shall be removed.

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ARTICLE V

OFFICERS & ELECTION

A (1) Compositions: The NNAUSA officials shall consist of the following Positions:
(a) The President
(b) The Vice President
(c) The Secretary
(d) The First Deputy Secretary
(e) The Second Deputy Secretary
(f) The Treasurer
(g) The Deputy Treasurer
(h) The Financial Secretary
(i) The Deputy Financial Secretary
(j) The Public Relation Officer
(k) The First Deputy Public Relations Officer
(l) The Second Deputy Public Relations Officer
(m) The Provost
(n) The Deputy Provost.

(2) Eligibility: Candidates must have been an Active member of NNAUSA for at least 6 months and in good standing as outlined in article III, sections A & B.

B (1) Electoral Procedures: Election shall be held during the last scheduled general meeting of the fiscal year.
(2) Nominations shall be accepted from the floor or from a candidate in good standing
(3) Any nominee shall give his/her consent or can decline a nomination for an office.
(4) The President shall dissolve the Executive & Trustee positions before the election.
(5) Elections shall only be held when a quorum (2/3) of Active member are present.
(6) The outcome of the election shall be determined by the majority vote.
(7) The term of office shall be for a period of two (2) years, for a maximum of 2 terms
(8) No officer shall hold two Executive positions in the Association at the same time.
(9) Newly elected Officers shall assume their offices at the first meeting of the
following year.

C Electoral Committee: There shall be two to five (3-5) Electoral Committee members selected by the General House, none of whom shall be a candidate for the positions to be voted upon.

D (1) Voting: Voting shall be by secret ballot paper only, by Active member in Good Financial Standing present at the election site.
(2) No absentee ballot or voting by proxy shall be allowed.
(3) Voting on issues other than election shall be by show of hands. The numbers of votes must tally with the members with the voting power present at the meeting.
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E (1) Committees’ Leadership: The Cabinet Members (Elected Officers) shall nominate Active NNAUSA members to the position of each committee Chairperson and Co-Chairperson.
(2) The Executives Members (Cabinet, Chairpersons and Co-Chairpersons) shall have the power to appoint other ad-hoc committee(s) as may be deemed fit for the proper functioning of the Association.
(2) Standing Committee membership is open to any Active members who are willing to serve. It shall consist of 3-4 members approved by committee chairperson or co-chairperson. Members can serve in more than one standing committee and two to three (2-3) Ad-hoc committee.

ARTICLE VI

DUTIES AND RESPONSIBILITIES OF NNAUSA OFFICERS

(a) The President: shall be the chairperson of the executive cabinet, shall preside over all meetings after developing the agenda with the Executive Members, and shall sign all minutes. He/She shall be responsible for all debts incurred by the Association. He/She shall be answerable to the executive committee and to the public concerning any inquiry about the Association.

(b) The Vice President: shall preside at meetings and assume the functions of the president during his/her absence. He/She shall be ex-officio member of all committees and attends their meetings when invited. He/she shall coordinate ideas and resolve outstanding issues with the President. Performs other responsibilities as assigned by the President or the executive committee. (In the absence of both the President and the Vice President, the secretary shall preside over the meeting or activity).

(c) The Secretaries: shall in consultation with the President and the Executive members issues circulars of meetings and prepare press releases. They shall take records of all the minutes at meetings and read the minutes at each general/executive meeting. They shall be responsible for correspondence between members. Each shall notify the President in advance of his/her anticipated absence from any meeting/event. They shall prepare annual reports and other reports for consideration by the Executive members.

(d) The Financial Secretary: shall collect all dues/monies on behalf of the Association,
shall hand over all funds received to the Treasurer within 72-hours of receipt for banking. He/She shall keep accurate record of all monies collected. He/She shall be signatory to the NNAUSA Bank Account. He/She shall be responsible for all spending as authorized by NNAUSA Active members, and shall submit a report of the financial status of the Association quarterly and annually, or whenever required, and must be present at Annual Financial Report. Funds received from outside the Association for programs must be handled in compliance with 501(c (3) guidelines.
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(e) The Public Relations Officers: They shall actively publicize and promote the Association’s activities. They shall obtain feedback from members, and provide adequate response to member’s requests. They shall help in dissemination of information that will project the good image and integrity of the Association to the community through available media sources.

(f) The Treasurer: shall receive all fees, funds and grants from the financial secretary and deposit in NNAUSA bank account within two (2) business day after the receipt of the money. He/She shall keep accurate records of all monies collected/paid (deposits, withdrawals, bank ledger for all financial transactions). No disbursement shall be made by the treasurer except on a duly approved vouchers or paper signed by the President and the Secretary. He/She shall submit a written bank reconciliation report quarterly and annually. He/She shall be one of the signatories to the NNAUSA bank account.

(g) The Provost(s): shall be responsible for maintaining decorum during any official gathering of the Association, including but not limited to general/executive meetings. They are responsible for recognizing member to speak at NNAUSA meetings. They are empowered to recommend fine against any unruly member at a meeting/event.

(h) The Deputy Positions: All the Deputy Position holders shall work together with the officers that they are assisting. They shall act in the absence of /and in collaboration with the officers. They shall carry out other duties as assigned by the President, the Executive Committee and the Board of Trustees.

(I) Elected Officers (Cabinet Members) Responsibilities: They shall:
(1) Formulate agenda and take emergency actions upon approval of the majority of its
Members.
(2) They shall approve the Association’s Annual Budget and all expenses.
(3) Interpret the Constitution and By-Laws of the Association and ensure strict
observance of the rules and regulations by members and various committees.
(4) They shall hold four (4) Cabinet Meetings per year.
(5) Appoint legal advisor to advise the Association on legal matters
(6) Appoint internal and external auditors to audit the Association account annually,
and when necessary.
(7) Deal with the properties of the Association.
(8) Fill the vacancies arising from resignation, termination, ill health or death of
elected or appointed officer(s).
(9) Conduct impeachment proceedings, appoint and monitor
Electoral Committee, appoint and dissolve Ad-hoc Committee.
(10) Have the power to dissolve the Association.
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ARTICLE VII

NNAUSA COMMITTEES

A (1) The Executive Committee: shall consist of the NNAUSA Elected Officers (Cabinet Members), Chairperson and Co-Chairpersons of the Standing Committees.
B (1) Dissolution of the Executive Committee: The Executive committee shall be dissolved by a vote of no confidence by two-thirds (2/3) vote of Active member at any meeting called for that purpose.
C (1) Committee Chairperson: shall submit minutes, activities with the budget needed, and the annual report of their committee.
(2) Oversees the logistics of committee’s operations
D (1) THE STANDING COMMITTEES shall consist of:
(a) Community Outreach Committee: shall focus on health issues affecting Nigerians and other communities in USA through community outreach programs on health issues, health education, & health fair.

(b) Education Committee: shall focus on the educational and professional growth of Nigerian nurses by organizing educational conferences/seminars, writing health care articles in newspapers, journals and magazines. Prepare synopsis for Family Health Day. Overseeing NNAUSA scholarship program for members.

(c) Nurses On-Call Committee: shall focus on health issues affecting Nigerians living in Nigeria, by sending NNAUSA members to Nigeria for health promotion and maintenance campaign through the media and health fair. Collaborate with other organizations to meet the health needs of Nigerians, and to assess and help improve nursing standard in Nigeria to meet the global standard.

(d) Finance Committee: shall review proposed policies and Associations’ actions which have significant financial impact on the Association i.e. budgets, award of contracts, monitoring financial performance, investment policy and management, and such other matters as shall be determined by the Cabinet Members.

(e) Membership Committee: shall focus on programs that would enhance the general welfare of NNAUSA members such as, but not limited to leisure activities for members, maintaining membership data/records including the names, addresses, telephone & fax numbers and e-mail addresses. Recruit new members into the Association. Coordinate and maintain NNAUSA Foundation

D (1) Ad hoc Committee: Consisting of 4-5 Active members, NNAUSA Ad hoc Committee shall be formed to deliberate on a particular issue for a short period and dissolve after the issue is resolved e.g. Electoral Committee, Anniversary Committee, Constitutional Review Committee, Chapter Affairs Committee, Impeachment Committee, Policy Committee, Investment Advisory Committee, End of Year Party Committee, etc.
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E (1) Advisory Board Members: Membership shall be a voluntary commitment, open to the community, business and professional leaders from the community.
(2) They shall use their experience to provide direction and support NNAUSA Mission and Vision.
(3) They shall meet with NNAUSA members two times per year.
(5) Support in Fundraising Activities for the Association.
(6) They do not have legal responsibility for the Association’s operations.

ARTICLE VIII

RESIGNATION, IMPEACHMENT EXPULSION AND VACANCIES

A (1) Resignation: Any elected or appointed NNAUSA officer(s) who wishes to resign
his/her post shall give at least one (1) month’s written notice to the President and the
Executive Members.
(2) If the resignation officer is the President, he/she shall submit his/her written notice to the Executive Members.
(3) Letters of Resignation shall be presented to the Cabinet Members and the Board of Trustee, which shall consider them for recommendation/acceptance to the General House.

B (1) Impeachment: An impeachable offense is one that violates the Rules and Regulations of the Association.
(2) Any Active member may call for the formation of Impeachment Committee at any general meeting. No member shall be entitled to take part in any disciplinary discussion or vote on any of the matter in which he/she is personally affected.
(3) An impeachment committee shall be formed on the basis of an election to be held when a member moves the impeachment motion.
(4) The committee shall consist of five (5) Active members. The initiator of the impeachment preceding will be barred from becoming a member of this committee.
(5) The recommendation of this committee shall be released at either the next general meeting or a special meeting called by the committee. The President will chair this meeting.
(6) The offender shall be notified in writing at least fifteen (15) days before such a meeting is held; a bill of particulars will accompany the notice.
(7) The offender shall have the opportunity to make a written submission, or use the services of advocate, or any other groups/persons in the presentation of his/her defense.
(8) After the hearing, a two-thirds (2/3) vote of the Active member is required for passage of the impeachment.
(9) The offender shall be suspended, expelled, or discipline, whichever is recommended by the General House.
(10) Conviction on impeachment charges does not mean mandatory expulsion from the Association. A suspended person is still responsible for all debts incurred.
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C (1) Expulsion: A member may be expelled from the Association on the grounds of professional misconduct or conduct prejudicial to the Mission, Vision, Purpose and Objectives of the Association.
(2) Any NNAUSA Active member may propose a move for expulsion at any general meeting.
(3) The member against whom the charge for expulsion has been made shall be granted a special hearing chaired by the President (except in such cases where the plaintiff is the President, in that case, the Vice President chaired the hearing).
(4) All Active NNAUSA members shall be notified in writing of the hearing at least five days (5) days before the hearing. Attached to this notice shall appear a bill of particulars drawn up by the plaintiff.
(5) Expulsion charges must be based on objective violation of the Rules and Regulations of the NNAUSA Constitution and By-Laws.
(6) Expulsion shall be decided by two-third (2/3) vote of the Active members following open house hearings at which the defendant has ample opportunity to defend himself/herself.
(7) Any NNAUSA member/officer convicted of a felony offence shall automatically be expelled from the Association.
(8) Any Executive member expelled from the Association, or his/her executive position as a result of misconduct shall hand over all document of the Association in his/her custody to the Executives within two weeks from the date of expulsion.

D (1) Vacancies: Vacancies occurring in the Cabinet resulting from resignation, death, impeachment, permanent incapacitation or otherwise shall be filled by the Executive Committee appointment. Individual appointed shall serve the remaining term of the officer until election is held.
(2) A special election shall be called at the general business meeting following the announcement of the vacancy/vacancies.

ARTICLE IX

FINANCES

A (1) Income may be generated from various sources including dues, program fees, educational grants, etc. No money shall be solicited from outside the Association without prior approval from the two-third (2/3) of the Executive Committee.
(2) Funds received shall be sequestered in the Association’s checking account.
(3) The President, Financial Secretary and the Treasurer shall be signatories on the NNAUSA bank account. Any two of the above signatories shall be valid to the bank account of the Association and any business transaction at the bank.
(4) NNAUSA is a 501(c)(3) tax-exempt organization, therefore, all fund raising activities shall be handled in compliance with 501(c)(3) (tax-exempt) guidelines.
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B (1) Fund-Raising: Committees shall be free to engage in any fund-raising activities that is not prohibited by law, and would not jeopardize NNAUSA tax-exempt status.
(2) NNAUSA Committees shall abide by the Federal Tax regulations that prohibit ongoing profit-making activity not related to the mission of the Association. That is while an activity may produce a surplus of money (revenue), that money must be used to further the mission of the Association.
(3) Committee that are engaging in fund-raising activities shall be required to adhere to all applicable State Charitable Solicitation Statutes and Regulations, and shall comply with the required filings.
(4) NNAUSA may accept check, money order, or in-kind donation (e.g. non-cash items for the Chapter such as meeting space, advertising, office supplies, program speaker or meal sponsorship) that are freely given and do not incur any reciprocal obligation on the part of NNAUSA.
(5) NNAUSA shall not offer to provide services in exchange for any donation.
(6) Accurate and complete records of all fund-raising activities shall be maintained
by each committee and reflected in the Treasurer’s and President’s Annual Report.
(7) The financial year of the Association shall commence on January 1st and ends on December 31st of the same year.

C (1) Spending: All spending by NNAUSA cabinets shall be handled in compliance with 501(c)(3) tax-exempt guidelines.

ARTICLE X

NNAUSA BY-LAWS

A (1) Misconduct at the NNAUSA Meeting: No person who is present at the NNAUSA meeting shall yell, fight, use abusive words or language, conduct another meeting while the Association’s meeting is going on, or engage in any other disruptive conduct at any of the Association’s meetings or activity. Except on the point of ode, no member shall interfere with any member who is on his/her feet and addressing a meeting.
(2) The President or the Provost shall have the authority to utilize any lawful means to cause the removal from the meeting/activity site, of any person who violates the provision of paragraph 1 of this section.

B (1) Disputes Among Members or Between the Executives Officers: If at any time any question, dispute or difference shall arise between NNAUSA members or the Executive Officers regarding the operation of the Association, resolution of the dispute shall be based on the Mission and Vision of the Association.
(2) If such dispute is in connection with the interpretation of the Constitution or By-
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Laws, such dispute shall be referred to the Constitution Review Committee. If the
Constitution Review Committee is unable to come to a determination of the dispute, the
Latter shall be referred to the NNAUSA Legal Adviser.

C (1) Creation of NNAUSA Chapters: In contemplation of the creation of the NNAUSA chapter outside the New York State, the Cabinet Members is hereby authorized and directed on behalf of and in the name of the Association to take such action, execute such documents and incur and pay such expenses as may be necessary or appropriate to effectuate the creation and administration of such chapters, provided however that, any such action or measure have the prior consent/approval of two-third (2/3) of the NNAUSA Active members.
(2) Each chapter shall keep records of its Membership.

D (1) The Legal Adviser: NNAUSA Cabinet members shall appoint an attorney licensed to practice in any State of United States as a Legal Adviser. He/She shall handles all legal matters/cases affecting NNAUSA, and/or recommends an outside counsel, subject to the approval of the Executive Committee.

E (1) The Funds and Properties of the Association at all level: shall belong to NNAUSA and nothing in this Constitution shall prejudice the right of the Executive
Committee or the Board of Trustee from instituting action to recover any funds or property of the Association from any person or group as and when necessary.

F (1) Contracts: No individual NNAUSA member (no matter the position) shall have the power or authority to sign any contract or agreement for/or on behalf of NNAUSA, or otherwise bind NNAUSA in any manner whatsoever without a written consent of the President after the approval of two-third (2/3) of the cabinet members.
(2) All contracts must be sent to the cabinet members for review and for prior approval before entering into such contract(s).

G (1) Disclaimer: Any disclaimer statements must be included on All NNAUSA products.
(2) Approval for the disclaimer statement must be obtained from the cabinet members.

H (1) Antitrust: No member shall be allowed to explicitly or implicitly communicate in the name of NNAUSA in speeches, articles, testimonies, or letters to anywhere or taking actions on behalf of the Association without prior approval of two-thirds (2/3) of the
Executive Committee. All committee letters, reports and conclusions addressed to any governmental body or agency in Nigeria shall be submitted first to the Executive Committee who has the final decision on such publication.
(3) NNAUSA legal counsel shall review any matter of communication that can raise a question of anti-competitiveness or any antitrust question(s).

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I (1) Program/Product Endorsement: Endorsement of program/product shall be based on the following criteria:
(a) The program/product shall be consistent with the mission of NNAUSA.
(b) NNAUSA shall retain editorial control over the program/product during all stages of development.
(c) The burden of the cost of development and production of the program/product shall be the responsibility of the developer.
(d) In no event shall any NNAUSA member accept payment to endorse a product, individual, or service.
(e) Sponsors who support activities of NNAUSA shall be acknowledged only by the word “Supported by (name of sponsor)”.
(2) The cabinet shall review request(s) for endorsements for publications, videotapes, teleconferences or other products.
(3) All such requests shall be submitted to the cabinet member for assignment to a specific committee for review.
(4) The recommendation for program/product endorsement/rejection shall be submitted to NNAUSA Active members for a vote.

J (1) Indemnification: The NNAUSA members shall not be liable for the debts, obligation, and liabilities of the Association.
(2) The Association shall indemnify, and advance expenses to its Cabinet Members and Board of Trustee to the maximum extent permitted by laws of the State of New York.

K (1) Rules and Regulations/By-Laws: All rules and regulations in conflict with, or contradicts or violate the NNAUSA Constitution, By-Laws, policies and nurses code of conduct & ethics shall be considered null and void. NNAUSA shall have the right to take
disciplinary action against any members whose actions, behavior, and activities are
deemed to be inimical and at variance aims, objectives, interest and unity of the Association.

ARTICLE XI

AMENDMENTS TO NNAUSA CONSTITUTION

A (1) Amendment to NNAUSA constitution and the By-laws shall be done every four (4 years.
(2) No new rules shall be made or any of this constitution altered, amended, or rescinded in any form whatsoever unless agreed to by two-third (2/3) of majority vote of Active members cast in secret ballot at the Constitution Review Committee meeting.

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(3) The Proposed Amendment shall be submitted in writing to the secretary by any Active member for possible consideration.
(4) The Secretary shall mail notice of the proposed amendment, together with the text of the proposed amendment, to all the Active members at least fifteen (15) days before the meeting at which the proposed amendment will be submitted for deliberation.
(5) The affirmative vote of two-thirds (2/3) of the Active members shall be required for the adoption of any amendment.

ARTICLE XII

DISSOLUTION OF THE ASSOCIATION

A (1) The Association shall be dissolve at any time by the consent of two-thirds (2/3) of the Active members in a secret ballot at a special meeting called for that purpose.
(2) In the event of the dissolution of the Association as provided in article XII (1) above, all debts and liabilities legally shall be shared by Active Members, and the remaining funds/assets shall be donated to a Non-Profit Association.

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