By-Laws of the Dominica Academy of Arts and Sciences

ARTICLE I: NAME

Section I: Name

The name of the organization shall be the “DOMINICA ACADEMY OF ARTS AND SCIENCES” hereinafter referred to as “DAAS”.

Its headquarters shall be in the State of Maryland.  DAAS may also have other Chapter offices as the Board of Directors may from time to time determine.

Section II: Management:

A Board of Directors shall have management and control of property given, devised and bequeathed for ethnic, socio-cultural, charitable, and educational purposes and may accept such property, sponsorship, donations, and bequests for the purposes as described in Article II.

ARTICLE II: PURPOSE

Section I:  Purpose:

The purpose and business of DAAS as an organization shall be to:

Section IA: Charitable Organization:

Operate for charitable, educational and scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (the “Code”);

Section IB: Cultural Exchanges:

Foster, promote, explore and encourage increased communication, interaction, and exchange of ideas among Dominican people of various social, economic, religious, cultural, and ethnic background, and the general public, and elected as well as appointed officials;

Section IC:  Education:

To further the concepts of unity, growth and independence as a People; educate and expose to the International Community the aspirations, productivity and contributions of the Dominican Peoples; develop on a larger scale intercultural relations between Dominicans and the various peoples of the Caribbean and our friends and neighbors around the world.

Section ID: Database:

To maintain a database or Directory of skilled Dominicans who could be of assistance to public and private sector development in Dominica

Section IE: Solution Seeking:

To provide a forum for “solution –finding” discussions on issues of technology, governance, income generation, environmental protection, social justice, and reversal of the brain drain.

Section IF:  Development:

To serve as a platform upon which concrete investment plans could be laid for development of Dominica, the “Nature Island of the Caribbean”

ARTICLE III: NOT-FOR-PROFIT

Section I:  Non-stock, Non-Profit

DAAS shall be non-stock and non-profit.  No dividends shall be declared. In the event of dissolution of the organization, any assets owned by DAAS shall be donated to a 501(c)(3) charitable organization selected by the Board of Directors. 

Section II: Voluntary Organization:

No part of the net earnings of DAAS shall inure to the benefit of or be distributable to any Executive Officer, Director, Employee, or other individual, partnership, estate, trust, or corporation having a personal or private interest in DAAS.   Compensation for services actually rendered, and reimbursement for expenses actually incurred in attending to the affairs of DAAS shall be limited to reasonable amounts.

ARTICLE IV: MEMBERSHIP

Section I:  Association of Individuals:

DAAS shall be primarily an association of individuals. DAAS seeks members with secondary, post –secondary or professional training

Section IA: Becoming a Member:

Membership shall be acquired by completing the membership application form and paying an annual fee determined by the Board of Directors.

Section II:   Membership:

Membership in DAAS shall consist of:

                Peoples of Dominican and Caribbean birth and descent; interested in sharing and upholding the Dominican and Caribbean culture internationally and other Individuals with expertise directly related to the interests and purpose of the organization.

             There are (3) three membership categories:

A.      Regular member - any skilled or professional adult Dominican

B.       Associate member – Secondary School Graduate

C.       Honorary member – Upon recommendation any Non-Dominican who demonstrates a proven interest and connection with Dominica

 Section III: Voting Membership.

Positions shall be confirmed by democratic voting.

Section IIIA:  Elections:

No later than three (3) months preceding the date of elections, the President with the approval of the Board shall appoint a Nominating Committee of three (3) members who shall preside over the election. In considering the individuals to be nominated, the Nominating Committee shall consider prior activity in and service to DAAS. Nominations may also come from the general membership.

Section IIIB:  Voting Membership

Voting membership shall be granted to any person accepted as a member of the Organization and shall be eligible to be elected to any office of the Organization.

Section IIIC:  One Vote:

Each voting member in the DAAS organization is entitled to one vote.

Section IIID: Fees:

Voting Member must pay all fees and dues as determined by the Board of Directors.

Section IIIE:  Following Regulations:

Voting member shall comply with all requirements that the Board of Directors may formulate from time to time.

Section IIIF:  Loss of Privileges:

Any member may lose his/her privileges for any conduct deemed unbecoming by two-thirds vote of the Board members

Section IV:  Membership Dues

Membership dues shall be determined by the Board of Directors.  Dues will be paid in a lump sum and will be prorated monthly based on the fiscal year.

ARTICLE V: BOARD OF DIRECTORS

Section I:  Power and Authority:

Board of Directors shall be and constitute the Directors of DAAS and all of the acts of the Board of Directors shall be deemed to be the acts of DAAS. 

Section II: Composition:

The Board of Directors shall be composed of the President as an ex-officio member (without a vote), and the Directors, which include a Chair of the Board (occupied by the President, pro tem), a Vice Chair, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Legal Advisor, IT Specialist and  two other Director for a maximum of nine (9) voting  Directors.  

Section IIA: Chair of the Board of Directors:

The Chair of the Board of Directors has the paramount responsibility for, and authority over DAAS.  He/she is tasked with designing the long-term and short-term visions, aims, objectives, and standards of DAAS.  He/she will chair all Board meetings unless instructs otherwise, or is deemed incapable by a majority vote of no confidence. 

Section IIA: Vice Chair of the Board of Directors:

The Vice Chair of the Board of Directors shall perform such duties as from time to time may be assigned to him/her by the Chair of the Board.  He or she will assume full responsibilities of the Chair in the event that the latter becomes absent for reasons which include resignation, dismissal, death, excused or unexcused absences.

Section IIB: Secretary of the Board:

The principal duties of the Secretary shall be:

·         To keep accurate minutes of the meetings of the Board of Directors.

·         To see that all notices are duly given in accordance with the provisions of these by-laws and as required by law.

·         Assume responsibility for signing with the Chair or other officer, authorized by the Board of Directors, all documents which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof may be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the organization, or shall be required by law to be otherwise signed or executed.

·         In general to perform such other duties and exercise such authority as from time to time may be prescribed by the Board of Directors.

Section IIC:  Assistant Secretary of the Board:

The position of Assistant Secretary is an extension of the Secretary’s Office.  The principal duties are to assist the Secretary in performing those duties in an expeditious manner as is possible.  He or she will assume full responsibilities of the Secretary in the event that the latter becomes absent for reasons which include resignation, dismissal, death, excused or unexcused absences.

Section IID:  Treasurer of the Board:

The principal duty of the Treasurer shall be to have charge of and custody of and be responsible for all funds and securities/assets of DAAS that come into his/her possession.  In general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated to him/her by the Board of Directors.  To see that financial reports, annual reports, annual budgets and audits are prepared as requested by the Board; assume responsibility for signing checks as one of two designated persons. 

Section IIE:  Assistant Treasurer of the Board:

The position of Assistant Treasurer is an extension of the Treasurer’s office.  The principal duties are primarily to assist the treasurer in performing those duties in as expeditious a manner as is possible.   He or she will assume full responsibilities of the Treasurer in the event that the latter becomes absent for reasons which include resignation, dismissal, death, excused or unexcused absences.

Section IIF: Legal Advisor:

The principal duty of the Legal Advisor is to ensure that the activities of the DAAS are well within local, national and international laws.

Section IIG: IT Specialist:

The principal duty of the IT Specialist is to ensure that the online operation and performance of the DAAS Website utilise techniques that will realise the goals of the organisation.

Section III: Autonomy and Business of the Board of Directors:

The Board of Directors shall be distinct from the Executive Committee in that it is tasked to structure, oversee, and approve the major functions of DAAS.  The property, affairs, and business of DAAS shall be under the care of, and managed by, the Board of Directors consisting of no less than five (5) and a maximum of nine (9) Directors which shall be elected by the membership. 

Section IV:  Terms:

All members of the Board of Directors shall be elected for (3) year terms but it is the intent of this section that approximately 1/3 of the directors is elected each year. 

Section V: Commencement of Terms:

Members of the Board of Directors shall assume their duties immediately after the adjournment of the general meeting at which the election was held.

Section VI:  Notifications and Number of Meetings:

The Board of Directors shall have a minimum of (6) meetings per year at such times and places as designated by the Chair of the Board.  Notice of such meetings shall be given via US Post mail, other mail, e-mail, telephone, at a regular meeting, or in person, but at least 7 days before each meeting.

Section VII: Vacancy on Board of Directors:

In the event a vacancy occurs in the office of Director, a replacement shall be elected by the Board of Directors.  Such replacement Director shall serve only for the remainder of the term of the director who vacated the office, but is eligible for re-election. 

Section VIII:  Meeting Attendance Rules:

If any director shall miss any three (3) consecutive meetings of the Board after having been properly notified of the meeting, without a timely and acceptable excuse, he/she shall be deemed to have resigned and the vacancy to exist. 

Section IX: Majority Vote:

All decisions of the Board shall be made by simple majority vote.

ARTICLE VI: MEETINGS

Section I:  Special Meetings:

Special meetings of the Board of Directors may be called by the Chair of the Board or by request of at least (3) members of the Board of Directors, giving notice at least seven (7) days in advance.  Such notice shall state the purpose of such meeting.  Special meetings shall be held in such place and time as may be specified in the notice. Notice of such meetings shall be given via US post mail, other mail, e-mail, telephone, at a regular meeting, or in person.

Section II:  Emergency Meetings:

Emergency meetings of the Board of Directors may be called by the president or by request of (3) members of the Board of Directors, giving notice at least twenty four (24) hours previously which notice shall state the purpose of the meeting. Emergency meetings shall be held in such place and time as may be specified in the notice. Notice of such meetings shall be given via US post mail, other mail, e-mail, telephone, at a regular meeting, or in person.

Section III:  Minimum Board of Directors meetings per Year:

The Board of Directors shall have a minimum of six (6) meetings per year as referenced in Article V, Section VI.

Section IV: Annual General Meetings:

There shall be an Annual General Meeting held no later than the 3^rd Sunday in June and at such location as will have been decided on by a prior meeting of the Board of Directors.  The purpose of this meeting shall be primarily for election of Board and Executive officers, receipt of the Annual Reports and other affairs as requested by the Chair of the Board, and the President.

Section IVA: Decisions at General Meetings:

All decisions at a General Meeting are taken by the majority vote, with the exception of the amendments to the By-laws, which require an affirmative vote of 2/3 of a Quorum.  Each amendment to the By-law is also governed by Article XII, Section II.

Section V:  Quorum:

Fifty one percent (51%) of the members of the Board of Directors shall constitute a quorum for the purpose of transacting business, except when a greater number is required by these by- laws.  A quorum of a General Meeting shall be 40% of the voting membership.  At committee meetings a majority (51%) shall constitute a quorum.

Section VI:  Order of Business:

Roberts Rules of Order shall serve as a basic/standard guideline for the transaction of business.

Section VII:  Executive Committee Meetings:

All meeting rules and guidelines so stated above in reference to the Board of Directors apply accordingly to the Executive Committee, under the guidance of the President.

Section VIII:  Sub Committee Meetings:

Sub Committee meetings are to be held in frequency and location that coincide with the suggestion of the Chair of that committee, and consensus of other members from within.

ARTICLE VII: EXECUTIVE COMMITTEE

Section I:  Composition:

The DAAS Executive Committee shall be composed of the President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Public Relations Officer, Research and Development Officer, Webmaster and Chapter Chairpersons.

Section II:  Nominations:

The Executive Committee Officers shall be elected at the annual general meeting.   Officers’ terms begin immediately following the annual general meeting at which they were elected and continue in office until a replacement has been elected.

Section III: Term Limitations:

Terms of Executive Office shall be three (3) years or until a replacement has been elected at the annual general meeting.  No Officer may be elected more than two consecutive terms (six years) to the same office.

Section IV:  Removal from Office:  

Any officer elected by the membership or duly appointed by the Board of Directors, shall be removed whenever in its judgement the best interest of DAAS, will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment shall not of itself create contract rights.  Removal requires an affirmative vote in person or in writing by 3/4 of the members of the Board of Directors. 

Section V: Vacancy:

A vacancy in any Office because of death, resignation, and removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 

Section VI:  President of the Executive Committee:

The President carries the major operational responsibility DAAS as presented to him/her by the Board of Directors.  In addition to the Chair of the Board, and PRO, he/she represents DAAS to the national and international community.  The President gives leadership to DAAS as it executes broad policies; does long range planning; carries out the task necessary to achieving the purpose of the organization as presented by the Board of Directors.  The President shall prepare an agenda for the regular and special meetings of the Executive Committee.  He/she shall preside at meetings of DAAS Executive Committee.  He/she shall be an ex-officio member of all committees.  He/she may sign with the Secretary or other officer, authorized by the Board of Directors, all documents which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof may be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the organization, or shall be required by law to be otherwise signed or executed. He/she shall assume responsibility for signing checks as one of two designated persons; and, in general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section VII: Vice President of the Executive Committee:

The Vice-President shall perform such duties as from time to time may be assigned to him/her by the Board of Directors.  He or she will assume full responsibilities of the President in the event that the latter becomes absent for reasons which include resignation, dismissal, and death, excused or unexcused absences.

Section VIII:  Secretary

The principal duties of the Secretary shall be:

·         To keep accurate minutes of the meetings of the Executive Committee.

·         To see that all notices are duly given in accordance with the provisions of these by-laws and as required by law.

·         Assume responsibility for signing with the President or other officer, authorized by the Board of Directors, all documents which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof may be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the organization, or shall be required by law to be otherwise signed or executed.

Section IX:  Assistant Secretary

The position of Assistant Secretary is an extension of the Secretary’s office.  The principal duties are to assist the secretary in performing those duties in an expeditious manner as is possible.  He or she will assume full responsibilities of the Secretary in the event that the latter becomes absent for reasons which include resignation, dismissal, death, excused or unexcused absences.

Section X:  Treasurer

The principal duty of the Treasurer shall be to have charge of and custody of and be responsible for all funds and securities/assets of DAAS that come into his/her possession.  In general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated to him/her by the Board of Directors.  To see that financial reports, annual reports, annual budgets and audits are prepared as requested by the Board; assume responsibility for signing checks as one of two designated persons.  Serve as Chairperson on the Finance Committee. 

Section XI:   Assistant Treasurer

The position of Assistant Treasurer is an extension of the Treasurer’s office.  The principal duties are primarily to assist the treasurer in performing those duties in as expeditious a manner as is possible.  He or she will assume full responsibilities of the Treasurer in the event that the latter becomes absent for reasons which include resignation, dismissal, death, excused or unexcused absences.

Section XII: Public Relations Officer (PRO):

The PRO shall serve as Chairperson on the News and Information Committee and be a member of the Finance Committee and shall:

a) Be responsible for the proper functioning of the media, public relations and the publication apparatus of DAAS.

b) Counsel the President and the Board on the media and public relations program of DAAS, and shall counsel the Board with respect to all publications of DAAS.  The PRO shall perform such duties pertaining to the office of the PRO as may be delegated by the Board and/or the President.

c)   Be the Board liaison to any structure of DAAS responsible for the media and public relations     

      activities and publications of DAAS.

d) Not issue public proclamations on behalf of DAAS without prior approval of the President unless so authorized by the Board.

e) Be responsible to coordinate spokespersons.  Spokespersons shall be members around the world who assist the Public Relations Officer in promoting DAAS.

Section XIII:  Research and Development:

The Research and Development Officer will initiate investigations as required by the Board of Directors such as opinion polls and surveys.  He/she may be a member of the Board of Directors in which case will be excluded from the Executive Committee.

Section XIV: Chapter Chairpersons:

Chapter chairpersons will operate in accordance with the by-laws of the DAAS organization and will promote and assist in the mission and objectives and programs of the DAAS in various locations where chapters are established.  The number of Chapter Chairpersons will be determined by the Board of Directors.

Section XV: Webmaster:

The principal duties of the Webmaster shall be:

·      To maintain the DAAS website, update the Directory of members and publish items of interest and to promote the business of DAAS

·         To archive all records of the organization

·         In general to perform such other duties and exercise such authority as from time to time may be prescribed by the Board of Directors.

Section XV1: Other Officers:

The Board of Directors may appoint other officers as it may deem advisable, and prescribe the titles, duties and responsibilities thereof, and may delegate to officers the establishment of such duties deemed appropriate.   

ARTICLE VIII: COMMITTEES, EXECUTIVE AND SUBCOMMITTEE

Section I:  Executive and Subcommittees:

The following committees shall be standing committees: Executive  Subcommittees:  Finance Committee, News and Information Committee, Membership Committee.    In addition the President and/or Board of Directors may either authorize or appoint such other subcommittees as deemed appropriate. Committees shall be given the purpose(s) of their exploration and timelines commensurate with an adequate completion date. The President shall serve as ex-officio member of all committees

Section IA:   Reports:

The Chairperson of each subcommittee shall be responsible for presenting written reports to the Executive Committee on all activities of the subcommittee.  These reports must be presented in detail covering the proceedings, transactions involved - accounting and otherwise, challenges encountered, progress and recommendations.  All subcommittee reports and recommendations must be approved by the Board of Directors, in regular meetings, unless otherwise specifically excluded by these by-laws.

Section II:  Executive Committee:

The Executive Committee shall consist of the following: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Public Relations Officer, Webmaster, Chairperson of the Membership Committee and the chairperson of such other subcommittees authorized or appointed under Article VIII, section I.

a)    The Executive Committee shall act for the Board of Directors in the interim between meetings, subject to the Board’s control and direction.  Such interim actions shall be subject to ratification by the Board of Directors at its next regular meeting.

b)  The Executive Committee shall make recommendations to the Board of Directors and full body, and  carry out special responsibilities assigned to it by the Board of Directors or full body.

c)   The President shall chair the Executive Committee.

d)  The Executive Committee need not hold regular meetings.  Meetings of the Executive may be called by     the President and any two (2) of its members upon at least a fortnights (14 days) notice.  A majority of      members shall constitute a quorum for the transaction of business.

e)   The Executive Committee shall have no authority to: (1) fill vacancies on the Board of Directors; (2) alter or repeal these by-laws; (3) amend or repeal any action or resolution of the Board of Directors or       full body

Section III:   Finance Subcommittee:

The Finance subcommittee shall consist of not less than (3) or more than (5) members, including the Treasurer, Assistant Treasurer and Public Relations Officer.

a)   This committee shall prepare a fiscal year budget for the organization.

b)  Shall be responsible for fund raising.  Pursuing corporate sponsorship and organizing activities and          programs in support of fund raising.

c)   Shall be responsible to the Board for the fiscal and financial activities and affairs of the Organization

d)  This shall include but not be limited to:

      (1) Recommending polices which govern the management of the financial affairs of the Organization

      (2) Oversee the donations and expenditures of related charitable contributions and/or sponsorships.

e)   Perform such other duties as may be prescribed by the Board of Directors.

Section IV:  News and Information Subcommittee:

This subcommittee shall be responsible for all publicity issues.  This includes involvement in the areas of media relations, brochures, and programs.  The Public Relations Officer shall serve as the Chairperson of this Committee.

Section V: Membership Subcommittee:

This subcommittee shall be responsible for:

·         recruitment of new members

·         processing membership applications

·         welcoming and orienting new members

·         membership retention

·         ensure that payment of dues from each member has been received by the Treasurer

Section VI:   Committees Coordinator:

The principal duties of the Committees Coordinator shall be.

a)   To coordinate DAAS Committees through Committee Chairpersons, (except the Executive and Finance Committees which will be the direct responsibility of the President).

b)  To ensure specifically that:
.      Committee projects are clearly defined and assigned to project leaders by name,
.      Periodic progress reports from Chairpersons are obtained when requested by the Board of Directors,
.      Committee websites are kept updated by the webmaster,
.      Annual Reports from Committee Chairpersons are submitted to the Board of Directors in a timely manner.

c)   In general to perform such other duties and exercise such authority as from time to time may be prescribed by the Board of Directors.

ARTICLE IX:  FISCAL YEAR

The fiscal year of DAAS shall commence the first day of January of each year, and terminate the thirtyfirst day of December of each year.

ARTICLE X:  FINANCIAL ADMINISTRATION

Section I:  Signing of Checks:

All checks and demands for money shall be co-signed by the President and the Treasurer or any other person designated by the Board of Directors. The Board may authorize a Petty Cash Fund in an amount approved by the Board.

Section IA:  Deposit of Revenue:

All funds of the Organization shall be deposited in a bank or banks designated by the Board of Directors.

Section IB:  Treasurer’s Report:

The Treasurer will submit a written report at each meeting.

Section IB:  Audits:

The Board shall at the close of each fiscal year or at such other times as it shall determine, procure an audit of the books and accounts of DAAS by an accountant of its selection, or by an independent Certified Public Accountant.

Section II:   Bonds

The Board shall require every officer and Subcommittee Chairperson to whom funds or other property of DAAS is entrusted or who is empowered to deposit, or authorize disbursement of funds, or is charged with making or keeping records, to furnish at the expense of DAAS, bond in such amount as the Directors shall determine.

Section III:  Compensation for Board of Directors

The Board of Directors shall serve without pay, provided however, that the Board of Directors shall be reimbursed for all reasonable and necessary expenses incurred in carrying out their duties, including but not limited to meals, lodging, travel expenses or per diems, office supplies, or equipment, approved by the Board.  Reimbursement may also be in the form of honoraria, subject to the approval of the Board of Directors.

Section IIIA:  Compensation for Executive Committee

The Board of Directors may approve compensation to members of the Executive Committee as appropriate.

ARTICLE XI: INDEMNIFICATION

Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceeding by reason of fact, that he/she, his/her testator or intestate is or was a Director, officer or member of this DAAS shall be indemnified by DAAS against the reasonable expenses, including attorney fees, actually and necessary incurred by him/her in connection with such action, suit or proceeding, or in connection with any appeal therein, except as the matters as to which such Director, officer or member is guilty of negligence or misconduct in the performance of his/her duties or assigned duties.  Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or member may be entitled apart from these by-laws.

ARTICLE XII:      AMENDMENTS

Section I: Altering By-laws:

These by-laws may be altered or amended by a two-thirds (2/3) majority vote of a quorum of the Board of Directors or by the General Assembly as described in Article VI, section IVA.

Section II:  Time Span for Altering By-laws:

The desired alteration or amendment shall be in writing stating the article and section to be altered or amended and shall be laid on the table at least thirty (30) days before being acted upon.  The proposed amendment, if passed shall be effective thirty (30) days after being tabled.

ARTICLE XIII:     MATTERS NOT COVERED BY THE BY-LAWS

The Board of Directors in the event of an occurrence of matters, issues or concerns not covered by this document, reserves the right to act in a manner that caters to the best interest of the Organization.

ARTICLE XIV:    DISSOLUTION

The General Assembly is the only authorized body to dissolve DAAS and dispose of its property by two thirds (2/3) affirmative vote of the General Assembly.  In the event DAAS is dissolved, its assets shall, after payment and settlement of its debts and liabilities, be disposed of.   Disposition and/or donation of the net assets of this organization shall be made only to one or more Caribbean organizations registered in the USA, which operate exclusively for charitable, educational, cultural or scientific purposes and which are qualified as a non-profit tax exempt organization under section 501 (c) (3) of the Internal Revenue Code .