tHIS IS JAMAICA by laws

 BY-LAWS

THIS IS JAMAICA

ARTICLE I – NAME

The name of this corporation shall be THIS IS JAMAICA, INC. (the “Organization,” “TIJ”).

This is Jamaica, Inc. Non Discrimination Statement and Policy

This is Jamaica does not and shall not discriminate on the basis of race, color, gender, age, national origin (ancestry), religion, creed, disability, marital status, military status, sexual orientation, gender identity or gender expression in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, clients (recipients), volunteers, subcontractors and vendors.

This is Jamaica is an equal opportunity employer. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the basis of race, color, gender, age, national origin (ancestry), religion, creed, disability, marital status, military status, sexual orientation, gender identity or gender expression.

ARTICLE II – OFFICES

The principal office of the corporation shall be in the County of Saint Lucie, State of Florida. The organization may also have offices at such other places within the Continental United States as the Board may from time to time determine or the business of the corporation may require.

ARTICLE III –PURPOSE

The purpose for which this organization has been created is “To empower children to restore and preserve their cultures through poetry and the creative arts.”

ARTICLE IV – COMMITTEE

Section 4: EXECUTIVE COMMITTEE

A. The EXECUTIVE COMMITTEE shall be the elected officers of the organization and be of the same duration as the official tenure of The Board of Directors.

B. The Executive Committee shall be the President, Vice President, Secretary, and Treasurer.

Section 5:    BOARD OF DIRECTORS

A. The members of Executive Committee

B. All Committee chairs, Chaplain, and Legal Advisor

C. Other Directors as determined by Board

Section 6: CHAPTERS AND AFFILIATE GROUPS

A. STATES: Members of the Association who reside in any city/state and intend to organize a local chapter in their city must seek the permission of the executive.

B. AFFILIATES: Members of the Association may organize, upon the approval of the Executive Committee, affiliate groups whose interests are directed at the development or enhancement of a specific core or activity of TIJ or share a common Interest.

C. REQUIREMENTS AND CONDITIONS: The Executive Committee Shall determine the requirements for admission of all such groups. The Executive Committee may from time to time impose such conditions and provide such financial assistance to all such groups as it shall be determine to be in the best interest of the Association.

ARTICLE V – OFFICERS, DUTIES AND POWERS

The elected officers of the Association shall be comprised of the Board of Director.  The Board of Directors shall have overall responsibility for the routine management of The Association’s affairs; shall have the authority to co-opt members and create task Forces; shall have veto power over the decisions of all sub-committees; (Founder or their named successor shall remain the sole member of the organization and shall have the right to veto any decisions made without his or her approval)shall be the only Body authorized to speak officially on the Association’s business; shall be the only Body Authorized to solicit funds, or designate the solicitation of funds on behalf of the Association; shall carry out its functions based on democratic principles and practices; And shall have the following duties and powers:

The President shall be Chairman of the Board of Directors. He/she, or his/her Appointee, shall preside at the meetings of the Executive Committee, Board of Directors, and General Meetings, and may appoint a Chairperson for the Association’s General Meetings. Shall oversee the general management of the affairs of the organization and shall see that all orders and resolutions of the Board of Directors are carried into effect.  Shall have the power to appoint Acting Officers where qualified members do not stand for election, subject to the unanimous vote of the Board of Directors. The Board of Directors shall appoint the Chairperson of all-standing committees and special committees. Shall with the other directors, sign all written contracts or other financial obligations on behalf of the Association as authorized by the Board of Directors. The Board of Directors shall promulgate the By-Laws of this Association, shall make a full report of the administration of this office and the business of the Association to the entire membership at the Annual General Meeting.

The Vice President, shall assist the President in his/her capacity as Executive, shall Preside over meetings and appoint Acting Officers in the absence of the President. Should the President relinquish his/her post, the Vice President shall carry out the duties of the President for the remainder of the current term and until the next general election of officers.

The Executive Secretary, shall record minutes of the Executive Committee and General Meetings. The Executive Secretary shall perform other record-keeping and ancillary functions as outlined by the Executive Committee. Shall have the custody of the seal of the corporation and shall affix and attest the same, to documents when duly authorized by the Executive Committee. Shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Executive Committee may direct; shall attend to such correspondence as may be assigned and perform all the duties incidental to his office. Shall maintain a membership roll, alphabetically arranged, and included place of residence and date of membership.

The Treasurer shall have the care and custody of all the funds and securities of the Organization, keep full and accurate records of all receipts and disbursements in books belonging to the Organization. The Treasurer shall deposit all monies and checks in the name of and to the credit of the organization in such depositories as may be designated by the Board of Directors. The Treasurer shall, when duly authorized by the Board of directors, sign checks and drafts. Each check and or draft shall be countersigned by another Executive Committee member. The Treasurer shall prepare monthly financial reports, events, and annual budgets and analysis for the Board of Directors as needed or upon request. Shall at all reasonable times exhibit the books and accounts as requested by Executive Committee or Board of Directors. At the end of each fiscal year, shall have an audit of the accounts of the association made by the Financial Committee appointed by the President, and shall present such audit in writing at the annual general meeting of the members, at which time an annual report setting forth in full the financial conditions of the association shall be presented.

The Ambassador Chair and other members shall actively recruit new ambassadors for the Organization. The Ambassador chair shall be responsible for any promotional materials and correspondence related to Recruitment with the approval of the Board of Directors, and shall maintain and update the Ambassador roster and contact list.  The Ambassador Chair shall have secure access to the Ambassador roster.

The Special Project Chair shall advise the Executive Committee of plans for the Organization’s social, civic and fundraising activities subject to the Executive Officers’ approval. Shall be expected to execute approved plans to meet stated objectives.

The Marketing/Public Relations Chair shall prepare promotional materials and arrange press releases in support of specific activities pursued by the Organization. Shall advise the Board of Directors of plans to promote and publicize the activities of the Association.

The Fundraising Chair shall lead and develop the Fundraising Team. The Chair will work in partnership with the Fundraising committee and the Board of Directors to serve as a liaison to the team for driving fund development to serve the Atlanta community.

The Sponsorship Chair shall develop sponsorship prospects, securing sponsors, and managing the delivery of sponsorship benefits.

The Electoral Committee shall be responsible for the coordination of the annual elections, preparation of ballots; accurate tally of votes and reporting on the results of the election.

ARTICLE VI– EXECUTIVE COMMITTEE

Executive Committee shall be responsible for overseeing the performance of the Board of Directors in their routine management of the Association’s affairs. The Executive Committee shall be elected by unanimous vote of the general membership.  Shall be a Regular Member in good standing and therefore be eligible to vote.

ARTICLE VII – ELECTIONS

Elections for all officers of the Association shall be held on the third Monday of January every year.  If for any reason fifty percent (50%) of the Board of Directors is unable to complete their term of office, the Executive Committee may call an early election.  Nomination of candidates shall be proposed seconded only by members in good Standing.

Nominations for officers of the Association may be made in writing prior to the annual general meeting.

To be eligible for election as a member of the Executive Committee of the Organization, a nominee must have served on the Board of Directors for at least two full years prior to the proposed date of his election.

Only members in good standing shall be eligible for election to the Board of Directors.

They should fulfill requirements of Article IV – Section 2.  Outgoing officers shall be eligible for re-election not to exceed 2 consecutive terms.  Voting shall be by secret ballot.

Where there is a tie of votes between nominees for the same office, a run-off election shall follow.  All members in good standing shall have one vote.

Officers of the Executive Committee may hold the same position for no more than two consecutive terms, provided that said officer is duly re-elected.

Officers shall commence their respective terms of office on the third Tuesday of February

of the year in which they were elected and shall serve for two years.

ARTICLE VIII – MEETINGS

The Organization shall carry out the conduct of its business through the following meetings:

A. Annual General Meeting (AGM) shall be held the third Monday of June annually for the purpose of presentation of progress, reports by officers, state of the Organization, address by the President at a time and place set by the Board of Directors, except that in the event of postponements, the directors shall fix a day not more than five (5) weeks from the date fixed by these By-Laws.

B. Semi-Annual General Meetings (SAGM) shall be held the third Tuesday of July for the purpose of presentation of progress reports by the officers, state of the Organization, addressed by the President at a time and place set by the Board of Directors, except that in the event of a postponement, the directors shall fix a day not more than five (5) weeks from the date fixed by these By-Laws.

C. Special General Meeting may be called by the Board of Directors as warranted by a prepared agenda or upon requisition in writing by 51% of the members with voting privileges stating the objective of such meetings. The Secretary’s written notice of special meetings should clearly indicate the objective of such meeting.

D. Executive Committee Meeting shall be determined by said committee.

E. Project Meetings shall be determined by chairpersons of the respective groups in order to achieve the established objectives of the task force within the given time frame.

F. Notice of all meetings shall be distributed at least seven (7) days in advance to respective members; The Executive Committee may be called into emergency session with 48 hours notice. Notices of the AGM and SAGM shall be distributed in writing and posted on the website.

G. Quorum required at Board of Directors meeting shall be seven (7) including at least 2 Executive Committee members.

H. Quorum required for AGM shall be twelve (12).

I. Voting Eligibility is afforded to each Regular Member in good standing.

J. Voting List shall be prepared by the Secretary in conjunction with the Treasurer and made available at every annual, semi-annual or special meeting. The list shall include all Members qualified to vote at such meeting.

K. Chairperson for General Meetings may be appointed by the President.

L. Fiscal Year of the Organization shall be JANUARY 1 TO DECEMBER 31, unless changed by the Board of Directors.

M. Robert’s Rules of Order, all meetings shall be conducted pursuant to Robert’s Rules of Order.

N. Place and Time of Meetings, the Board of Directors may hold its meetings at any designated place, either within or outside the state as it may from time to time determine.

O. ORDER OF BUSINESS

The order of business at all meetings of members shall be as follows:

i. Prayer

ii. Roll Call

iii. Approval of minutes of the preceding meeting

iv. Reports of officers

v. Old and unfinished business

vi. New business

vii. Good and welfare

viii. Next Meeting

ix. Adjournment

ARTICLE IX – TERMINATION OF MEMBERSHIP

A. Board of Directors may resign his/her office by giving one (1) calendar month notice in writing to the Committee, the President or the Secretary of the organization. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Committee or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

B. Members of the Board of Directors promise to perform their duties in accordance with the statutes set out in the Bylaws of the This is Jamaica (TIJ).  They are expected to perform their duties to the best of their ability. All items, passwords and data bearing the name of the Organization; is owned by the Organization and is for the use of the Organization only. No part of these items shall be considered personal nor shall such item be removed, erased or taken for any use other than that of the Organization. This includes the website, incorporation seal and Organization’s name. The business of the Organization shall remain confidential and information regarding said business shall not be used without the expressed permission of the Board of Directors. Violation of these terms will subject the member to disciplinary action as outlined in D & F.

C. Any member of the Board of Directors may be recalled by requiring a special general meeting (See Article VIII – b).

D. The Board of Directors by unanimous decision shall have veto power to terminate the membership, tenure in office or voting privileges of any member of the Organization due to negligence of duties or actions judged injurious to the Organization’s image, by providing fifteen (15) days’ notice in writing.

E. Vacancies on the Board of Directors shall be promptly filled, and in all elective offices and elective committees, by appointment from among Regular Member in good standing. Each such appointment shall be effective until the next annual election subject to the restrictions contained in Section 2 of this Article.

F. Any or all of the Board of Directors may be removed for cause by a vote of the members or by action of the Board of Directors. Officers may be removed without cause only by vote of the members. The following constitutes Mandatory Removal from office:

a. No officer may continue to hold office unless in good standing.

b. An officer shall be deemed to have vacated office after being absent for more than three (3) consecutive meetings of the Board of Directors, upon the vote of a majority but not less than 5 members of the Board of Directors .

c. In the event of the death, resignation or removal of an officer, the Board of Directors must unanimously approve the appointment of a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of President and Secretary.

d. Any member, who has been deemed by a majority but not less than 5 members of the Board of Directors to have displayed behavior unbecoming of a member, insubordination to a decision by the Board of Directors will be subject to disciplinary action, up to and including termination of membership.

e. Disciplinary Action shall include verbal then a written warning. A notice of intent to remove a member must be sent to the President of the organization who will in turn present it to the Board of Directors for a decision by majority vote, if a member has demonstrated conduct including but not limited to: lewd behavior, is found guilty of any criminal act including but not limited to assault and battery as defined by the laws of the state of Florida, institution of projects and use of organization materials and equipment without the consent of the Organization, using the name of the Organization for personal gain, breach of confidentiality, lack of participation and interest (after verbal and written communication), misrepresentation and any other act deemed unlawful and which is not within the purpose of the Organization. To protect the integrity of the Organization, if his or her membership is terminated because of any of the above, all passwords, codes, keys, accessed by said member shall be changed.

ARTICLE X – REFUSAL OF MEMBERSHIP

A. Any person who has displayed behavior determined to be injurious, hurtful and/or, malicious towards the Organization may be refused membership by the Board of Directors.

B. Any person who has never been a member who has maligned the Organization and wishes to become a member must be determined by majority vote of the membership and/or Board of Directors at the next AGM after a period of five (5) years from the date of the infraction and if membership is granted such member can never be elected as an director on the Executive Committee.

C. Any current or prior member who has maligned the organization, and/or Organization shall be banned from renewing their membership for a period not less than five (5) years and if membership is renewed such member can never be elected as an officer on the Board of Directors.

D. If membership was terminated for any other reason except malignment of Organization, the membership application maybe reviewed by the Executive Committee after a period of two (2) years for renewal.

ARTICLE XI – MEMBERSHIP DUES

No Membership dues are required to join this organization at this time. Board of directors shall, in the future, determine membership/ambassador dues or cost and amend the by-laws to include when voted upon.

ARTICLE XII – FINANCE

A. The funds of the Organization shall be devoted to its maintenance and the carrying out of its objectives.

B. The Board of Directors has set up a Petty Cash Fund in the amount of $350/year which shall be made available for emergency spending only. The Executive Committee must all agree on expenditure and shall advise the Board of Directors at the next meeting.

C. An amount of $200/year shall be set aside for the placement of advertisements or congratulatory notes in other Organization’s souvenir books.

D. Signatures to checks, invoices or other orders for the payment of money, notes or other evidence of indebtedness issued, accepted or endorsed in the name of the Organization shall be with the expressed knowledge and agreement of the Executive Committee.

E. All funds of the Organization shall be deposited to the credit of the Organization in a financial institution as directed by the Board of Directors.

F. Withdrawals from the Organization’s account shall require the signatures or approval of any two of Executive Committee of the Organization; Treasurer, and at least one other Executive Committee member.

G. A written order of disbursements shall be submitted to the Treasurer and all payments shall be made by check when applicable, signed by the Treasure and countersigned by the President or any other Executive Committee member. Payments made by the Organization’s ATM Card shall have prior approval by the Executive Committee, invoices are to be submitted prior to and/or immediately after payment is made.

H. Treasurer will provide monthly bank reconciliation.

I. The Association’s Financial Year shall run from January 1st to December 31st.

J. Should the dissolution of the Organization become necessary, all assets of the Organization, after liabilities are settled, shall be transferred to other designated non-profit organizations sharing a similar purpose.

ARTICLE XIII – NOT FOR PROFIT TAX EXEMPT

STATUS OF THE ASSOCIATION

Section 1. GRANT TO OTHER ORGANIZATIONS

The Board of Directors shall review all requests for funds from other organizations. They shall require that such requests specify the use to which the fund will be put, and if the Board approves the request, it shall authorize payment of such funds to the approved grantee. The Board of Directors shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes that were approved by the Board. The Board of Directors may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to any or all the purposes for which funds are requested. After the Board of Directors has approved a grant to another organization for a specific project or purpose, the corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization. However, the Board of Directors shall, at all times, have the right to withdraw approval of the grant and use the funds for other charitable, scientific or educational purposes. (Jan. 90 IRS amendment).

Section 2. NOT FOR PROFIT PURPOSES

Notwithstanding any other provisions of these articles, the corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRX Section 501(c) (3) or corresponding provisions of any subsequent Federal tax laws, as amended.

ARTICLE XIV

Conflict of Interest

No contract or other transaction shall be permitted between the Corporation and its directors, officers, or committee Members if such contract or other transaction could constitute an act of self-dealing or otherwise contravene any of the requirements of the Articles of Incorporation.

No contract or other transaction between the Corporation and one or more of its directors, officers, or committee members or any other corporation, firm, association or entity in which one or more directors, officers, or  committee members are Directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest, if:

(A) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors; and

(B)         The fact of such relationship or interest is disclosed or known to the Board of Directors which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of any interested members of the Board of Directors.

Common or interested directors, officers, or committee members may be counted in determining the presence of a quorum at a meeting of the Board of Directors which participates in any matter in which an such common or interested director or officer is engaged.

ARTICLE XV – AMENDMENTS OF BYLAWS

A. Amendments to the Bylaws may be made at the Annual General Meeting. The motion should appear on the agenda and should be passed on a ruling of at least two-thirds (2/3) of the voting members present but not less than a quorum as defined in Section VII, H.

B. Members desiring to make amendments should submit the amendments in writing.

APPENDIX A

STANDING COMMITTEES AND THEIR FUNCTIONS

Section 1. All standing committee chairpersons shall be appointed by the President and shall report to the Executive Committee at such times as the Executive Committee may designate.

Section 2. The Executive Committee shall constitute the Committee on Finance and shall have supervision over the financial affairs of the Association subject to the limitation contained in Article XIII.

Section 3. The standing committees shall be as follows:

a) Ambassador Committee

b) Marketing/Public Relations Committee

c) Fundraising Committee

d) Sponsorship Committee

e) Special Projects Committee

Section 4. Standing committees shall be composed of at least two members in addition to the Chairperson. Committee members shall be selected by the Committee Chairperson.

Section 5. The Ambassador Committee Under the leadership and guidance of the Ambassador Chair, discuss, formulate and implement strategies for ambassadorship growth, ambassadorship promotions, ambassadorship benefits, and networking opportunities.

Section 6. The Marketing/Public Relations Committee has the responsibility for advertising all

TIJ events, informing ambassadors of other third party events in order to increase participation.

Section 7. The Fundraising Committee shall examine, analyze and present to the Finance Committee and Executive Committee viable fund raising activities to be undertaken by the Association. Proposals should be accompanied by data on cost effectiveness and should conform to the overall policy of the Association.

Section 8. The Sponsorship Committee shall be responsible for implementation of the annual sponsorship campaign as well as maintaining relationships with the existing sponsors throughout the year. The Sponsorship committee runs the annual fund raising program based on a budget goal established by the board at the annual planning session. This committee engages all board members in this process by maintaining a Target list of companies for each board member. In addition, they track commitments, issue updated reports, help with invoices, letters and other collateral material.

Section 9. Special Project Committee has responsibility for reviewing, analyzing and providing guidance to management on special projects that may arise from time to time.

Section 10. Other Committees: The President may appoint such other special or temporary committees as he/she deems necessary with such duties as may be prescribed by him/her or by the Executive Committee.

Section 11. All Committee’s decisions or recommendations shall be subject to approval by the Executive Committee.