ARTICLES OF ASSOCIATION
ARTICLE I NAME,
PURPOSE AND LOCATION
1.1 The name of the Association is: "THE NUBIANS"
1.2 The "Nubians" is a social club of like-minded people who are primarily concerned with the good image of Nigeria. The club will also seek to promote the social and economic interests of its members.
1.3 The offices of the association shall be located at the address of the president of the association for the current year and in such place or places as members may agree.
2.1 The association shall commence on June 1, 1994 and shall continue until dissolved as provided in Articles X, XI, and XI, or liquidated as provided in Article XIII. Every person who is a member of record on July 31, 1994 is deemed a founding member.
3.1 The capital of the association shall be such amount as the members may agree from time to time. Each member shall pay to the association a monthly dues of twenty dollars ($20.00) or that sum as members may from time to time agree.
3.2 Additional capital contributions shall be made equally by the members.
3.3 No member shall withdraw any of his/her capital unless a majority of the other members agree.
3.4 Capital gains and losses shall be shared equally by the members.
3.5 Each member's capital in the association shall be his pro rata contributions to the association coffers provided, however, that memberships dues paid by members are association assets and do not inure to any individual member.
DEVOTION OF TIME TO THE ASSOCIATION
4.1 The members shall devote their time, attention and influence to the affairs, advancement and benefit of the association.
5.1 The affairs of the association shall be run by a duly elected officers. The offices are (1) The President, (2) The Vice President, (3) The Secretary, (4) The Treasurer, and (5) The Publicity Secretary. Election to these offices, unless otherwise decided by the members, shall be at every anniversary of the commencement of the association. Any vacancy in an elected office before its term shall be filled by managerial appointment. All association's decisions, not delegated by the members, shall be made by a majority of the members present at any meeting of the association, provided notice of the meeting has been given and a quorum is present, with but two exceptions: (a) Admission of a new member to the association shall require the affirmative vote of all members, and (b) Decisions upon hearing for expulsion of a member shall require the unanimous vote of all members.
5.2 Meetings of the members, other than regular scheduled meetings, may be called by any member, but to the extent possible, will be convened upon request to and notice by, the management.
5.3 Notice of meetings of the members shall be given to each member who is capable of attending a meeting, as far in advance of the meeting as circumstances reasonably permit.
5.4 A quorum shall be fifty percent (50.00%) plus one of the members, unless otherwise waived by all the members. A member, for the purpose of this paragraph, is a "member," if he is current on all his dues and obligations to the association.
6.1 The association shall maintain checking or other accounts in such bank or banks as the members shall agree. There shall be deposited into such accounts all funds received by the association. Withdrawals shall be on signatures as agreed upon by the members.
RECORDS AND ACCOUNTS
7.1 The association shall maintain adequate accounting records. All books, records, and accounts of the firm at all times shall be open to inspection by all members.
7.2 The fiscal year of the association is the calendar year.
7.3 The association books shall be kept on a cash basis.
7.4 At the end of each quarter (3 months) , the treasurer for the period shall balance the books and prepare an operating statement for the said period. This shall be made available to each member showing the results of operations during the previous quarter.
7.5 The association books shall be closed at the end of the year, the statements prepared, unless otherwise agreed to by the members, under the supervision of a certified public accountant, and supplied to all members showing the results of operations. When approved in writing by the members, the annual statements shall be deemed final and binding, except for manifest errors discovered prior to the end of the next year.
LIMITATIONS OF MEMBERS
8.1 No member without the consent of a majority of the members shall: (a) Borrow money in the association's name for association purposes or utilize collateral owned by the association as security for such loans. (b) Assign, transfer, pledge, compromise, or release any of the claims or debts due to the association except on payment in full, or arbitrate or consent to the arbitration of any dispute or controversy of the association. (c) Make, execute or deliver: (I) Any assignment for the benefit of creditors; (II) Any bond, confession of judgment, guaranty, indemnity bond, or surety bond; or (III) Any contract to sell, bill of sale, deed, mortgage, lease relating to any substantial part of the association assets or his/her interest therein.
9.1 This articles covers the situation where one member withdraws from the association and the remaining members become obligated or have the option to purchase his/her interest. The situation are as follows: (a) Upon the death of a member, the purchase shall become effective on the last day of the month in which the death occurred; or (b) On the incapacity of one member, if the remaining members elect to purchase his/her interest by notice given to him/her or his/her representative, provided such notice is given: (i) After the member has been a member for six continuous months, and (ii) While the incapacity continues. The purchase shall become effective on the last day of the month in which the notice is given. (c) If a member withdraws from the association upon 90-day notice to the association in writing and stating the reason therefore. Member's meeting shall be convened as soon as practicable to address the concerns of the withdrawing member. (d) If a member gives the 90-day notice of withdrawal from the association to become effective at the end of a month, and if within 60 days thereafter the remaining members fail to elect to purchase the withdrawn member's interest, the association shall be liquidated. (e) On the expulsion of a member.
9.2 The value of the interest of any member withdrawing under (a),(b), (c), or (e) of section 9.1 shall be the sum of the following: (a) Any unpaid loans due him/her; (b) His/her capital accounts; (c) 70% of the accounts receivable of the association at the effective date of the withdrawal, times the last agreed participation percentage of the respective member; (d) Less any obligations owned to the association by the member.
The following grounds shall constitute a basis for the remaining members to expel a member: 10.1 (a) If any member persists, after being requested by the remaining members to desist, in misconduct in violation of the ethics of common decency. (b) If any member persists in pursuing a course of action that seriously conflicts with the stated goals and purpose of the association, 10.2 If the remaining members believe that grounds for expulsion for cause exists, they may give the member a 30-day notice of the expulsion effective on the last day of the month. The notice shall briefly state the grounds. 10.3 At any time before the effective date of the expulsion, the member may request a hearing or answer by letter. A unanimous decision of members present shall be required at said meeting.
11 All members must agree upon the terms and conditions of admission of new members.
11.1 Unless otherwise agreed, each prospective new member shall be sponsored by a member in good standing and shall complete an application for review by the members or their designee.