NKWON POUHO BAMBOUTOS-USA

Bylaws (Revised) Article I. Mission Statement

Section 1. Mission.

The mission of the Nkwon Pouho Bamboutos-USA or the Association shall be to intensify the brotherhood and mutual aid among the natives of the Bamboutos division of Cameroon in particular and Cameroon in general, living in the United States of America, as well as contribute to the socio-economic development of the Bamboutos Division.

Section 2. Vision.

The vision of the association shall be to exhort natives of Bamboutos as well as her sympathizers to join the family. Members shall be expected to support the activities organized by this structure, and intended for the development of Bamboutos division, Cameroon and our host country, the United States of America.

Section 3. Values

The association shall promote the following values: Love for one another, Mutual Aid, Outreach, and Respect.

Article II. Seat of the Association

Section 1. Head Office.

The head office of the association shall be located in any City in the State of Maryland.

Section 2. Registered Office.

The registered office of the association required by law to be maintained in the State of Maryland may be, but need to be identical with the head office.

Section 3. Other Offices.

The association may have offices at such other places, either within or without the State of Maryland, as the Board of Directors may designate or as the affairs of the association may require from time to time.

Article III. Membership

Section 1. Admission

Membership into the association is open to any native of the Bamboutos division, irrespective of sex, religion or political affiliation or any person who has a genealogical affinity with a native of Bamboutos and resides in the USA.

Section 2 Membership Types.

“NKwon Pouho Bamboutos” has three categories of members ; founding, active and honorary members

a)The founding members are those who participated in the constituting general assembly of Nkwon Pouho Bamboutos.

The active members are those who have fulfilled their financial obligations and are participating regularly in the activities of Nkwon Pouho Bamboutos. A founding member could be an active member of the association.
Honorary members are people who have distinguished themselves by making special contributions of any kind to the association.

Section 3 Membership Dues

In order to be a member in full standing of the association, every member shall pay a one time membership fee and an annual contribution which amounts are determined yearly by the General Assembly. Every member has a window determined by the General Assembly to fulfil his or her yearly financial obligations.

Section 4. Founding Members.

The founding members of the organization are Jackson Gouno, Jean Paul Kuete, Jean Jacques Lontsie, Julia Foma, Henriette Nzone, Hubert Kuete, and Emmanuel Foundje Njeuhmeli.

Section 5. Voting Rights

Only the founding and active members have the right to vote in either the Genral Assembly or Special General Assembly meetings. However, honorary members may be invited to any of these meetings with observer status.

Section 6. Suspension of Membership

A member may suspend his or her membership to the association for a specified period of time. During the suspension period, the member is not covered, unless his or her dues are regularly paid.

Section 7. Loss of membership

A member can loose his or her membership to the association in several ways : by death of the member, resignation or expulsation by the general assembly and failure to fulfil his or her financial obligations.

Article IV. Organs of the Association

The association shall comprise the following organs:

The general assembly
The board of directors
The executive

Article V. GENERAL ASSEMBLY

Section 1. Definition.

The General Assembly is the centerpiece of “Nkwon Pouho Bamboutos”. It regroups all members of the association.

Section 2. Function

The General Assembly shall be responsible for :

defining the policy and the project guidelines of the Organization.
- delegating its functions to the Board of Directors and the executive.
- adopting and/or changes statutes of the Internal Regulations,
- determining membership rates and annual contribution,
- deciding on the dissolution of “Nkwon Pouho Bamboutos”,
- approving accounts receivables and payable of the previous financial year,
- voting the budget of the following financial year,
- discussing questions inscribed on the agenda and
- renewing the Board of Directors and the executive.

Section 3. Holding of Meetings

There shall be special general assembly meetings and ordinary general assembly meetings.

Special general assembly meetings must hold at least twice a year, during which the annual reports of the association are discussed. They are presided over by the chair of the board of directors.
1. Ordinary general assembly meetings shall hold monthly during which the associations general operations are discussed. They are presided over by the chair of the executive office.

Section 4. Location of Meetings.

Special general assembly meetings are held at a venue determined by the board of directors. Financial aid is allocated to the member hosting the meeting.
Ordinary general assembly meetings are held in a designated member’s residence. A list is initiated consisting of all the members of the association. Upon exhausting this list, a new one is made. Any member who cannot host the meeting must make adequate arrangements for the meeting to hold. Financial aid is allocated to the member hosting the meeting.

Section 5. Convocation of the General Assembly

The invitation of the members to the General Assembly shall be done via electronic mail at least three (3) days before the meeting. The invitation shall be done by the chair of the board of directors, or of the executive office as the case may be and should carry the day’s agenda.

Section 6. Manner of acting

The general assembly discusses all questions inscribed to its agenda by the board of directors or the executive board as the case may be. However, during the assemblies, other issues and concerns can be added to this agenda if seventy five percent ( ¾) of members present wish it.

Section 7. Quorum

To deliberate legitimately, the General Assembly must have an attendance of at least 50% of its active members. Voting is acquired by a simple majority of voices. In case of equality, compromise is sought between the members. If the equality persists, the voice of the president of the assembly is preponderant. Such resolutions are recorded in the session’s report.

Section 8. Standing Order

Voting can also take place by proxy. Every member present at the meeting can have no more than two powers of attorney in writing per meeting.

Proxy information can be through any electronic means (email, text, etc.) addressed to the chair of the General Assembly.

Article VI THE BOARD OF DIRECTORS

Section 1. General Powers.

The business and affairs of the association shall be managed by the Board of Directors. As such, the board of directors proposes and oversees the renforcement of the general policy of the association.

Section 2. Number, Term, and Qualifications.

The number of Directors constituting the Board of Directors shall be fixed from time to time by the special general assembly, but shall be no less than 5 and no more than 12.

Each board member shall hold office for 3 years renewable once. Only active members of the association shall run for office.

Section 3. Election of Directors.

The directors shall be elected by the vote count of the members of the Special General Assembly. Those persons who receive the highest number of votes during a meeting at which a quorum is present shall be deemed to have been elected.

Section 4. Removal from Office.

Any board member may be forced to resign from office at any time with or without cause. A vote count of a majority of the special general assembly members will be required for such a decision to be taken.

Section 5. Vacancies.

Any vacancy occurring in the elected directors of the board may be filled by the affirmative vote of the special general assembly or an extra ordinary special assembly as the case may be. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6. Chair of the Board.

The Chair person of the Board of Directors is elected by the directors by a simple majority of the board members. In the absence of a Chairman, the President of the executive shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

Section 7. Compensation.

The Board of Directors may not compensate directors for their services as such but by resolution may provide for the payment of any or all expenses incurred in the name of the association.

Article VII MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular / Special Meetings.

A regular meeting of the Board of Directors shall be held each month. Special meetings of the Board of Directors may hold at the request of the chair person of the board of directors OR on the request of any three (3) members of the board of directors.

Section 2. Notice of Meetings.

Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall notify each board member through an approved means of communication. Notice of such meetings, which should include the agenda, must be served at least three days before the scheduled meeting.

Section 3. Waiver of Notice.

Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. Quorum.

A simple majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5. Manner of Acting.

Except as otherwise provided in these bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6. Presumption of Assent.

A director of the association who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 7. Informal Action by Directors.

Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 8. Committees of the Board.

The Board of Directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may designate directors to constitute committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

Article VIII THE EXECUTIVE OFFICERS

Section 1. Officers of the Association.

The officers of the executive office of the association shall consist of a President, a Vice President, a Secretary, a Treasurer, a Financial Secretary and such Assistants as need be. The positions shall be filled upon the recommendation of the board of directors.

Section 2. Election and Term.

The officers of the association shall be elected for a term of two years, renewable once. Such elections shall hold during the special general assembly. However, after a fallow period of one term, a former officer can again be eligible to run. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Special General Assembly for the unexpired portion of the term.

Section 3. Compensation of Officers.

The services of officers shall be voluntary. However, officers shall receive a stipend for carrying out authorized activities linked to the functioning of the association.

Section 4. Removal.

Any officer elected or appointed by the Special General Assembly may be removed by the Special General Assembly whenever in its judgment the best interests of the association will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5. President.

The President shall be the principal executive officer of the association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the association. He is a nonvoting member and secretary of the board. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the association thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as they may be prescribed by the Board of Directors from time to time.

Section 6. Vice President.

In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall

perform such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Special General Assembly.

Section 7. Secretary.

The Secretary shall:

keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books provided for that purpose;
see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
be custodian of the corporate records and of the seal of the association and see that the seal of the association is affixed to all documents the execution of which on behalf of the association under its seal is duly authorized; and
in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Special General Assembly.

Section 8. Assistant Secretaries.

In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries, in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors.

Section 9. Treasurer.

The Treasurer shall:

have charge and custody of and be responsible for all funds and securities of the corporation; and deposit all such moneys in an account opened in the name of the association.
in general perform all of the duties incident to the office of Treasurer and such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws.

Section 10. Financial Secretary

The financial secretary shall receive and give receipts for moneys due and payable to the association from any source whatsoever. He shall keep a ledger of all income and expenditure, submit checks or bonds for the authorized signatures and present the checks or bonds to the treasurer for execution. They shall perform such other duties as may be assigned to them by the President, the Board of Directors or the special General Assembly.

Article IX. CONTRACTS, LOANS, HECKS, DEPOSITS AND GIFTS

Section 1. Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.

Section 2. Loans.

No loans shall be contracted on behalf of the association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts.

All checks, drafts, or other orders for the payment of money, issued in the name of the association, shall be signed by such officer or officers, agent or agents of the association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the association.

Section4. Deposits.

All funds of the association not otherwise employed shall be deposited from time to time to the credit of the association in such depositories as the Board of Directors may select.

Section 5. Gifts or Donation.

The Board of Directors may accept, on behalf of the association, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the association.

Article X. MODALITIES OF ASSISTANCE TO MEMBERS.

Section 1. Definitions.

In this article, a parent is understood to be biological or legal parents at the moment there is a concern; a spouse is a legal spouse at the time of any concerns; and a child is a legal child at the moment of any concern.

Section 2. Death.

In the event of the death of a member’s father or mother, the Association will donate one-thousand dollars to help the affected member.
1. In the event of the death of a member’s spouse or a member’s child, the Association will donate one thousand five hundred dollars to help the affected member.
1. If an active member dies in the United States, the association takes care of the transportation of the remains to the place of burial. All members should attend the wake.
1. If the funeral is to take place in the District of Columbia, Virginia, Maryland area, all the members must accompany the remains to its resting place. However, if the funeral is out of this area, a delegation shall accompany the corps to its resting place. The members of the delegation should be in traditional apparel. The association will be financially responsible for the transportation and lodging of the members of the delegation.
1. For a member who dies in the U.S., the association, through the SAGI shall take charge of the financial burden of transferring the corps to Cameroon. Further, the association shall organize a funeral here in the USA for a maximum amount of $2,500.
1. If the member dies while in Cameroon, the association shall disburse $4,000 of which a maximum of $2,500 will be used for organizing the wake and

$1,500 given to the family for further expenses. All members should attend the wake.

Section 3. Child Birth

In the case of the birth of a child, the association shall pay a visit to the new born and a symbolic two hundred and fifty dollars is given to the family.
All new births have to be notified to the meeting within six months of the birth of the child. Parents are encouraged to host the meeting when the ceremony is taking place.
In case notification has been done accordingly, and if we are at the end of cycle, a common ceremony will be organized for all the kids. It is imperative that the child be present during any such ceremony.

Section 4. Wedding.

In the case of the marriage of a member, the association shall pay a visit to the newly weds and a symbolic seven hundred and fifty dollar gift is offered to the couple during the event.
The member who gets married is charged with notifying the president of the association of his or her marriage.

Section 5. Illness

In the case of an illness duly notified to the president of the association, a visit shall be paid to any such member who has been hospitalized for at least a week. The member receives a support of $500. The discharge note from the hospital or health unit shall serve as evidence for the illness. The member who is ill is charged with notifying the president of the association.

Section 6. Health Insurance

« Nkwon Pouho Bamboutos » shall study the possibility of subscribing a group health insurrance for its members as well as all other related insurances.

In the meantime the association shall advice and exhorts members to subscribe for health insurance.

Article XI GENERAL PROVISIONS

Section 1: Seal.

The corporate seal of the association shall consist of two concentric circles between which is the name of the association and in the center of which is inscribed SEAL; and such seal, is hereby adopted as the corporate seal of the association.

Section 2: Indemnification.

Any person who at any time serves or has served as a director, officer, employee or agent of the association, or in such capacity at the request of the association for any other corporation, partnership, joint venture, trust, other enterprise, shall have a right to be indemnified by the association to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened pending or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit, or proceeding.

The Board of Directors of the association shall take all such action as may be necessary and appropriate to authorize the association to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive or any other rights to which such person may be entitled apart from the provision of this bylaw.

In addition to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the association, or is or was serving at the request of the association as director, officer, employee or agent of another association,

partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the association would have the power to indemnify him against such liability.

Section 3: Fiscal Year.

The fiscal year of the association shall be determined by the Board of Directors and presented to the special general assembly for adoption.

Section 4: Amendments.

Except as otherwise provided herein, these bylaws or the association’s articles of incorporation may be amended or repealed and new bylaws (or amended articles of incorporation) may be adopted by the affirmative vote of two thirds of the active members of the special general assembly at any regular or extraordinary meeting of the special general assembly at which a quorum is present, provided that at least ten

(10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.

Section 5: Distribution Upon Dissolution.

Upon dissolution, all of the association’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to any association or associations organized for purposes similar to the purpose of the association as may be designated by a majority of the directors of the association then holding office, provided that such organization is an organization qualified under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.

Section 6: Books and Records.

The association shall keep correct and complete books and records and shall also keep minutes of the proceedings of all the organs of the “Nkwon Pouho Bamboutos ». The books, records, and papers of the association shall be at all times, during reasonable business hours, subject to inspection by any director. The articles of incorporation and the bylaws of the association shall be available for inspection by any member at the head office of the association.

Done in Silver Spring this twelfth day of August two thousand and seventeen.

Our Bylaws