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ASSOCIATION OF GHANAIAN LAWYERS OF AMERICA (AGLA)

CONSTITUTION AND BY-LAWS

CHARTER

We, the members of the Ghanaian Lawyers Association of America do hereby create a body corporate under the name of ASSOCIATION OF GHANAIAN LAWYERS OF AMERICA with the acronym AGLA, for the purposes of promoting freedom and justice in Ghana and the United States of America, serving the needs of members of the Ghanaian and American communities in their understanding of and access to the law, and educating and assisting member attorneys in the spirit of brotherhood and sisterhood.

AGLA is set up to provide a forum for Ghanaian Lawyers in the United States to address matters relevant to their profession, to advocate and support the advancement of Ghana and its people while serving as a dominant link between Ghana and the United States.

Said corporation shall have the power: to acquire, by lease or purchase, a suitable building, library, and furniture for the use of the corporation; to borrow money for such purposes, and to secure the same by mortgage; and generally to acquire and take by purchase, gift, devise, bequest and to hold, transfer, and convey all or any real or personal property as may be necessary for attaining the objects, and carrying into effect the purposes of such corporation; provided that, it shall not hold any real estate, the value of which shall exceed in the aggregate the value authorized under §202 (b) of the Not For Profit Corporation Law of the State of New York.

Such corporation shall have power to adopt a constitution, by-laws, rules and regulations: for the admission, suspension, and expulsion of members; the collection of fees and dues; the number and selection of its officers, and to define their duties; and for the safe keeping of its property and the management of its affairs; and from time to time to amend, modify, and change such constitution, by-laws, rules and regulations.

Any property acquired by the corporation from a member or third party either by gift, donation, purchase, devise or bequest immediately becomes the sole property of the corporation and any interest which any such member or third party shall otherwise have had shall be deemed immediately terminated by the acquisition of the corporation.

ARTICLE I

NAME

This Association shall be called “ASSOCIATION OF GHANAIAN LAWYERS OF AMERICA” and by the acronym AGLA.”

ARTICLE II

MEMBERSHIP

A. Tiers of Membership: There shall be four (4) tiers of membership in the Association according to eligibility: General, Honorary, Provisional and Law Students.

Tier (1) General Members.

The following persons shall be eligible to join the Association as General Members:

(a) Any person of Ghanaian ancestry admitted to practice law or licensed to practice law in any State or Federal Court in the United States and who is in good standing and who supports the goals and objectives of the association may become a General member upon application and payment of the applicable membership and registration fee. Such person may be required to provide a certificate of admission and of good standing in order to be admitted to membership.

(b) General Members are entitled to all the rights and privileges of the association, including voting, holding office and participation on committees.

(c) Membership dues shall be determined based on the number of years such General Member has been admitted to the bar, or if such General Member is admitted to more than one bar, the earliest bar under which such General Member was admitted.

Tier (2) Honorary Members.

(a) Justices, judges, legislators, government officials and members of the legal profession who are of pre-eminent distinction in the United States of America or in any country and who support the goals and objectives of the Association may be elected Honorary Members of the Association by a unanimous vote of the Board of Directors.

(b) Any person who supports the goals and objectives of the association and who wishes to make a substantial contribution to the work of the Association may become an Honorary Member.

Honorary Members may not vote, serve as officers or hold any elective positions in the association.

Tier (3) Provisional Members.

The following persons shall be eligible to join the Association as Provisional Members:

(a) Any person admitted to practice law in any jurisdiction or who has obtained a law degree from a law school but has not yet been admitted to practice law or licensed to practice law and who supports the goals and objectives of the Association may become a provisional member upon application and payment of the applicable membership fee. Such member must be admitted to a US State Bar or Federal Court within four years of becoming a provisional member or lose membership in the association.

Provisional members shall not serve as officers or directors, but may vote. They are not exempt from the payment of dues.

Tier (4) Student Members.

The following persons shall be eligible to join the Association as Student Members upon application and payment of an application fee: Any person who is engaged in an approved course of study at a US law school and who supports the goals and objectives of the Association shall become a student member of the association.

Student Members shall not serve as officers or directors and shall not be entitled to vote. Student Members are exempt from the payment of membership dues or fees but shall be entitled to all other privileges.

B. Admission Procedure and Membership Privileges.

1. Upon the recommendation of the Membership Committee, the approval of the Board of Directors and a majority vote of the General Members, the Association may establish other criteria for membership as is deemed appropriate.

2. Unless otherwise authorized, or by virtue of office, no member shall have the authority to act for or legally bind, in any respect, the Association.

3. All applicants who have been admitted to the bar must submit a certificate of good standing along with their application for membership.

4. Qualified applicants for membership after vetting shall be admitted only by a majority vote of the Board of Directors and upon payment of the admission fee and the dues, if any, for the current year.

5. All members shall be entitled to all the privileges of the Association except as otherwise specifically stated herein.

ARTICLE III

A. EXECUTIVE OFFICERS

1. The business and affairs of the Association shall be managed by the Executive Officers subject to the approval of the Board. The executive officers shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Public Relations Officer. The executive officers shall be elected at the annual meeting of the Association and shall serve for a term of two years. The term of office may be changed by a majority of the Board of Directors and a majority vote of the general membership. Executive Officers may not be re-elected after having served in their position for two consecutive terms.

2. No member shall be elected as an executive officer unless such member has been duly admitted to practice law in any jurisdiction in the US for at least one year, and shall have been a member of the association in good standing with the association and the bar for at least one year.

3. The President shall, within 30 days of his or her election to the office, submit a list of programs, activities and or projects for the Association to the Board of Directors for approval. The Board may add or delete from the list of programs activities and or projects so submitted. The President and his or her Executive members shall execute only the programs, activities and or projects approved by the Board of Directors. The Board may from time to time add to the programs already approved, and the President may also from time to time submit additional programs, activities or projects to the Board for approval.

President

The President, for the duration of his/her term shall have power and authority to act on behalf of the Association and in so doing to:

(a) Execute any and all instruments and documents as shall be authorized by the Board of Directors, and/or required by any third-party dealing with the Association in connection with any business of the Association;

(b) Contract with any person, firm or corporation, at reasonably competitive rates, for the performance of any and all services which may from time to time be necessary, proper, convenient or advisable to carry on the business of the Association;

(c) Delegate his/her powers and take any other action the he or she deems reasonable to accomplish the goals and objectives of the Association.

PROVIDED that the President shall have no power or authority to bind the Association in any way, to pledge its credit or incur any financial obligation on behalf of the association in excess of Five Hundred Dollars ($500.00), without the express written authority of the Board of Directors.

PROVIDED ALSO that the President shall have no power to make any public statements purporting to portray the Association as endorsing any political views, political candidates, religious or philosophical views, without the express within authority of the Board of Directors.

PROVIDED ALSO that the President shall not cause or permit the Association, directly or indirectly, to engage in any activity that is not consistent with the purposes of the Association or that is in contravention of the Association’s Constitution or By-Laws; or cause or permit disposal by sale, transfer or otherwise, any asset of the Association except by express written authority of a majority of the members of the Association to be given at a meeting of the Association where no less than two-thirds of the entire members then entitled to vote are present.

PROVIDED that the President shall perform his/her duties as President in good faith and in compliance with this Constitution.

Vice President

The vice-president shall assist the president in the management of the business and affairs of the Association. In the event a vacancy is created in the position of the presidency of the Association, the Vice-President shall discharge the duties of the President until such a time that a new president is elected at the next election of the Association. In the event that the President is temporarily absent or incapable by illness, travel or otherwise, the vice-president shall act in his absence.

Secretary

1. The Secretary shall act as secretary of any meeting of the Association, the Board of Directors and the Executive Officers.

2. The Secretary shall have the duty to prepare and make, at least fourteen (14) days before every meeting of the Association, a complete list of the members of the Association entitled to vote at the meeting, arranged in alphabetical order. Such list shall be open to the examination of all members and shall be kept in the custody of the Secretary and brought to all meetings of the Association, and produced to any member for inspection.

3. The Secretary shall keep minutes of the meetings of the Association, the Board of Directors and the Executive.

Treasurer/Financial Officer

The Treasurer/Financial Officer shall:

1. Keep books of accounts in which shall be entered fully and accurately every financial transaction of the Association. The books of account shall be kept by such method as shall be determined by the Board of Directors.

2. Have the care and custody of the funds of the Association and keep accounts of receipts and disbursements and of deposit or custody of monies.

3. In addition to the Chairperson of the Board of Directors, the Treasurer shall be a signatory to all accounts maintained by the Association. In the absence of the Treasurer, the two signatories shall be the Chairperson and the President. All checks of the association shall be signed by two signatories consisting of the Chairperson and the Treasurer and in the absence of the Treasurer the President. If the Chairperson is not available then the President and the Treasurer shall be the signatories.

Public Relations Officer

1. The Public Relations Officer (hereinafter “PRO”) shall perform duties in connection with the general image shaping or publicity-related matters for the benefit of the Association and any such additional duties as may be directed by the Board of Directors and/or the President.

2. The PRO shall be responsible for the external visibility of the Association, and in creating public awareness and understanding of the programs of the Association

3. The PRO shall support the Board and the President in reaching the established goals of the Association.

4. The PRO shall be responsible for marketing, planning and implementing public relations plans for the Association.

ARTICLE IV

BOARD OF DIRECTORS

1. The Association shall be governed by the Board of Directors, which shall manage its business and affairs. The Board of Directors shall consist of not less than three elected directors and not more than five. The President and the Secretary shall be ex-officio members; however, they shall have no voting rights.

2. Each director shall hold office for two years until his or her successors shall have been elected. The board members shall be elected at the Association’s annual meeting. Any additional director, if any, as may be necessary to fill vacancies, shall also be elected at the annual meeting, to hold office for the remainder of the terms of the member whose place they fill.

3. No member elected to the Board for two consecutive terms shall be eligible for re-election until one year after the expiration of such term of office. No general member shall be elected as a director of this association unless such general member has (i) been and remained a member of the association in good standing with the association during the immediately preceding twelve (12) months, and (ii) been duly admitted to practice law for at one (1) year. The requirement of being a member of the association for the preceding twelve months shall be inapplicable to initial board members, but they must satisfy the requirement of having been duly admitted to practice law for at least one year.

4. In the case of a conflict between The Board of Directors and the Executive Officers, the Board or Executive may refer the matter to the general membership for resolution. The Board may recommend the dissolution of the Executive and the Executive may recommend the dissolution of the board. A two-thirds majority is needed to remove the board but the executive may be dissolved by a simple majority. If the executive is dissolved, the board selects an interim executive until the next meeting. If the board is dissolved the membership elects a new board.

5. The members of the Board shall, at their first meeting, to be held within seven (7) days post election, elect from their members a Chairperson. No director shall be elected as the Chairperson of the Board unless such director has (i) been and remained a member of the association in good standing during the twelve (12) months preceding the election, and (ii) been duly admitted to practice law for at least five (5) years.

6. All appropriations of the funds of the association in excess of $1,000.00 must be approved by the Board of Directors, provided, however, that the association itself may make or approve an appropriation by a simple majority of the general membership.

7. The Board of Directors shall have complete authority, power and discretion to:

(a) From time to time, review actions taken by the Executive Committee.

(b) Review and approve all financial proposals in excess of $1000.00 of the association’s funds, which the President shall submit. Any appropriation in excess of $10,000.00 has to be approved by the general membership.

ARTICLE V

COMMITTEE ON AUDIT

There shall be a Committee on Audit to consist of three members of the association, each to be elected at the annual meeting of the association. No member of this committee shall be an officer or a member of the Board of Directors or Executives.

ARTICLE VI

OTHER COMMITTEES

The association may provide by its by-laws for such other committees, as it may deem necessary.

ARTICLE VII

MEETINGS OF THE ASSOCIATION

Annual Meeting

The association shall hold an Annual Membership Meeting on the first Saturday in June of every year for the purposes of the (1) presentation of the Annual Report by the President as approved by the Board (2) election of Executive Officers (3) election of members of the Board of directors in an election year, amendment of the Bylaws and/or Constitution, if necessary, and (4) the transaction of other businesses.

General Meetings

The association shall hold five (5) general meetings in a year, which shall be on the first Saturday of February, April, August, October and December for the purpose of discussing matters arising in the management of the affairs of the association. If the designated date falls on a legal public holiday, the general meeting shall be held on the succeeding Saturday, not a holiday.

Special Meetings

A special meeting may be called, at any time by the Chairperson of the Board or by the President for the purpose of discussing and determining any matters arising which cannot be delayed until the next Annual or General Meeting of the association. A Special meeting may also be called by the Secretary upon a written request of fifty-one percent of members of the association then entitled to vote, specifying the purpose of such a meeting. At special meetings, no business shall be transacted except such as shall be specified in the call letter thereof.

General Provision on Meetings

(a) No action taken on a major decision at any prior meeting of the association, or by mail ballot as provided by the By-Laws, or by a committee of the association, shall be reversed or modified at any subsequent meeting of the association. Such a decision may however, be reversed by a two-thirds of all members entitled to vote.

(b) The Board of Directors shall determine what issue or decision shall be classified as a major decision.

Notices

Written Notices of all meetings of the association stating the place, date and hour, and in the case of a special meeting, the purpose, shall be sent by the Secretary, not less than fourteen (14) days before such meeting. For purposes of general meetings, an e-mail notification, first class mailing, personal notification or posting on the Website to be maintained by the association shall be sufficient.

Conduct of Meetings

1. The Chairperson of the Board of Directors shall preside at any General, Special or Annual Meeting of the association. In his absence, the President or the Vice President shall preside.

2. The presiding officer shall have the power to prescribe such rules, regulations and procedures and do such things as may be necessary or desirable for the proper conduct of the meeting including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments, restrictions on entry to the meeting after the time scheduled for the commencement thereof and the opening and closing of the voting polls.

Quorum

Twenty-five percent of members of the association entitled to vote or a least ten members physically present at a meeting shall constitute a quorum at all General, Annual or Special Meetings of the association.

Voting

Any action shall be authorized by the affirmative vote of the majority of members present and entitled to vote at any meeting of the association, provided a quorum is formed.

List of Members

A complete list of all members of the association entitled to vote at the association’s meetings shall be produced and kept at the time and place of the meeting for the entire duration of the meeting, and may be inspected by any member wishing to do so. The list shall also be posted on the association’s website at all times.

Meeting of the Executive Officers

Regular meetings of the Executive Officers shall be held at such time and place as the President shall determine. The President shall preside at any meeting of the Executive Officers.

Meeting of the Board of Directors

Regular meetings of the Board of Directors shall be held at such time and place as the Chairperson of the Board shall determine. The Chairperson of the Board shall preside at any meeting of the Board of Directors.

Joint Meetings

A joint meeting of the Executive Officers and the Board of Directors shall be held whenever called by (i) the Chairperson of the Board, (ii) the President, or (iii) by a majority of the directors. The Chairperson shall preside at any joint meeting. In his absence, the President or the Vice President shall preside.

ARTICLE VIII

ANNUAL REPORT

The President shall submit to the Board an Annual Report to be presented at the Annual Meeting. Such Annual Report must be approved by the Board before it is presented at the Annual meeting of the association. Such report shall contain information concerning the association’s operations, a detailed description of the activities of each executive officer in the preceding year, and proposals for the incoming year. In addition, the report shall contain a detailed financial accounting of the association, all expenditures incurred on behalf of the association and all anticipated expenditures for the incoming year.

ARTICLE IX

TERMINATION OF MEMBERSHIP

Any member of the association may cease to be a member by any of the following means:

Resignation:

Any member may resign from the association by submitting a written resignation to the Board of Directors.

Suspension

1. Any member of the association may be suspended for misconduct in his or her relations with the association or the legal profession.

2. The association, however, may give legal assistance to any member who is suspended from practice in any local, state or federal court until reinstated by said court.

Expulsion

1. Any member of the association may be expelled for misconduct in his or her relations with the association or in his or her profession.

2. Misconduct for purposes of expulsion or suspension includes but is not limited to: fraud, dishonesty, breach of a client’s trust, misappropriation of the association’s funds or property, or any conduct inconsistent with the legal profession.

3. Any member of the association who is disbarred from practice in any state or federal court including Ghana or who has been convicted of a felonious crime involving the use or distribution of narcotic substances, misappropriation of client’s funds and forgery or falsification of record shall be deemed expelled from the association

ARTICLE X

RE-INSTATEMENT

Any member who has resigned or whose name has been stricken from the roll for nonpayment of dues or admission fees or other charges or assessments may be reinstated by the Board of Directors subject to the payment of such person’s dues for the current period (unless such person’s application is made less than six days before the close of the dues period), and, in the case of a member dropped for nonpayment, the payment of all amounts owed at the time when such person’s name was stricken from the roll, provided that the Board of Directors may in its discretion waive payment of such amounts owed.

ARTICLE XI

ELECTIONS AND FILLING OF VACANCIES

1. All voting shall be by secret ballot. Ballots shall be cast as provided for in the by-laws of the association.

2. A vacancy in any office other than the office of the President or in the membership of the Audit Committee or the Board of Directors shall be filled by appointment of the Board of Directors until the next annual election.

3. In the case of a vacancy occurring in the office of President, the vice-president shall act as president, and the association shall hold a special meeting within two months of such vacancy to elect a new president.

ARTICLE XII

DISPUTES AMONG MEMBERS OR BETWEEN EXECUTIVE OFFICERS AND THE BOARD OF DIRECTORS

If at any time any question, dispute or difference shall arise between the members of the Board of Directors and the Executive Officers inter se or between the members of the association generally, regarding the operation of the association, such dispute shall be referred to the general assembly at a meeting to be called for that purpose. Two-thirds of members present and entitled to vote shall resolve the issue. If such dispute shall be in connection with the interpretation of the Constitution or By-Laws of the association, such dispute shall be referred to a Constitutional Review Committee. If the Constitutional Review Committee is unable to come to a determination of the dispute, the matter shall be referred to a meeting of the general membership.

ARTICLE XIII

AMENDMENTS TO THE CONSTITUTION

This Constitution and the annexed by-laws may be amended at the annual meeting of the association. The affirmative vote of two-thirds of the then current members eligible to vote shall be required for the adoption of any amendment. The Secretary shall mail notice of the proposed amendment, together with the text of the proposed amendment, to the membership at least fifteen (14) days before the meeting at which the amendment will be submitted to a vote.

ARTICLE XIV

CREATION OF ASSOCIATION CHAPTERS

In contemplation of the creation of chapters of the association outside of New York State, the Board of Directors is hereby authorized and directed on behalf of and in the name of the association to take such action, execute such documents and incur and pay such expenses as may be necessary or appropriate to effectuate the creation and administration of such chapters, provided however that, any such action or measure must have the prior consent of at least two-thirds (2/3) of the members of the Board of Directors and a majority of the general membership. All Chapters of this association shall be bound by this Constitution.

BY-LAWS

I. PRESIDING OFFICERS

At all meetings of the association, the Chairperson of the Board of Directors, or, in the absence of the Chairperson of the Board of Directors, the President or the Vice President or in the absence of both of them, any member selected by the members present shall preside.

II. MEETINGS OF THE ASSOCIATION

1. The President shall prepare the agenda for every meeting of the association and transmit it to the Secretary, who shall make it a part of the notice of the meeting. In addition to such items as the President shall determine to be appropriate, the President shall include in the agenda any item directed to be included by the Board of Directors. Notice of any annual, regular or special meeting of the association and any minutes of last meeting shall be mailed to each member, if by first class mail, not less than ten nor more than thirty days before the date of the meeting; if mailed by any other class of mail, not less than thirty nor more than sixty days before the date of the meeting. No resolution may be considered at any meeting of the Association unless a copy thereof and a report of a committee of the Association or of an individual member or a group of members in support of such resolution, or a summary of such report, are mailed to the membership with or prior to the notice of the meeting. The foregoing notwithstanding, three quarters of members then entitled to vote and present at a meeting may properly move that a matter be considered.

2. The Chairperson or other presiding officer at any meeting of the association shall determine the order of business. This order may be changed by the vote of a majority of the members present and voting at such meeting.

3. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the association.

4. Unless otherwise ordered by the association, every matter presented at any meeting of the association, which by its terms or in the judgment of the presiding officer shall require reference to a committee, shall be referred by such officer to the appropriate committee, or, if there be no such committee, to the Board of Directors. The committee to which such reference is made shall report thereon to the association at its next meeting or stated meeting, or at a special meeting called for that purpose, unless the resolution of the association, or the terms of reference to such committee, shall otherwise provide or unless the time to report is extended by the association. If, within the time so limited, no report is made, the committee may be deemed to have been discharged from further consideration of the subject, and the matter may again be referred or disposed of in such manner as the association shall deem proper.

5. Only the following actions shall be permitted on any resolution submitted to any meeting of the Association:

a. That the resolution be amended, provided that the presiding officer of the meeting rules that the proposed amendment does not substantially vary the terms of the resolution as circulated to the membership. There shall be no appeal from the ruling of the presiding officer;

b. That the resolution be “approved;”

c. That the resolution be “disapproved;”

d. That the resolution be “referred” either to the Board of Directors or to some other standing or special committee of the Association; or

e. That the Association take “no action or position” on the resolution.

6. As soon as practicable after the annual meeting, the charter, constitution, by-laws, and/or resolutions designating the powers of special committees, names of officers, members of the committees and members of the Association and such other matters as the Board of Directors or President of the Association shall direct, shall be posted on the association’s website.

7. The President shall prepare an annual report which together with the annual reports of the other officers of the Association and of the committees, shall be made available to the members of the Association in such manner as the Board shall determine.

III. ELECTRONIC BALLOT

1. If a resolution proposing to express the position of the Association on a matter of general public interest is considered at any meeting of the Association in accordance with the provisions of Section I of these By-Laws and is “disapproved” by a majority of the members at the meeting, the presiding officer of the meeting shall put the following questions: “Shall the resolution be submitted to the entire membership by an electronic ballot?”

2. If one-third of those members present at the meeting vote in the affirmative, an electronic ballot will be held as promptly as circumstances permit on the same resolution as was presented to the meeting.

3. The ballot shall be limited to two questions only: (i) Do you approve the resolution as stated? (ii) Do you disapprove the resolution as stated?

4. The Chairperson of the Board of Directors and two members among those present to be designated by the Chairperson shall constitute a special committee to supervise the ballot.

5. The result of the mail ballot shall be the action of the Association and in accordance with Article VIII of the constitution shall not, within three years after the taking of the ballot, be reversed or modified except at a meeting of the Association by a vote of not less than two-thirds of the members.

The use of electronic ballot shall be reserved only for matters of public, national or international interest and not for general organizational matters of the association and shall also not be a substitute for voting at meetings of the organization.

IV. PRESIDENT

The President, subject to the direction of the Board of Directors, shall exercise the powers and perform the duties assigned in these by-laws, and be the chief executive officer of the Association, and, subject to the constitution and by-laws, shall generally supervise the management of the affairs of the Association. At the annual meeting of the Association, the President shall provide a statement relative to the condition, activities and progress of the Association.

V. VICE PRESIDENT

The Vice President shall perform such duties as may be assigned to him or her by the President. The Vice President shall discharge the duties of the President whenever the President is either absent, incapacitated or disqualified under these by-laws and until a successor is elected by the general members at a special meeting for that purpose.

VI. SECRETARY

1. The Secretary shall keep a record of the proceedings of all meetings of the Association, the Board of Directors and the Executive Officers and of all other matters of which the Association shall order a record.

2. The Secretary shall notify the officers and members of elected committees of their nomination or election and members of appointed committees of their appointment.

3. The Secretary shall send notices of all meetings and copies of committee reports to be considered at meetings, and, in the case of special meetings, shall add a brief note of the object of the call.

4. The Secretary shall be the keeper of the seal of the Association.

5. The Secretary shall keep a complete list of all members of the Association, including a list of members entitled to vote, which shall be produced and kept at the time and place of the meetings of the Association for the entire duration of the meeting, and which may be inspected by any member wishing to do so. The Secretary shall notify all new members in writing of their admission to the Association.

6. The Secretary shall perform such other duties as may from time to time be assigned by the Board of Directors or the President as set forth in these by-laws

VII. TREASURER

1. Under the direction of the Board of Directors, the Treasurer shall collect and disburse all funds of the Association, and keep regular accounts and books belonging to the Association including those relating to payment of dues and assessments. The accounts and books shall be open to the inspection of any member of the Board of Directors.

2. At the General or Special meetings of the Association, the Treasurer shall submit a Balance Sheet as of the most practicable date and a statement of income and expenses for the portion of the fiscal year ending with such date. At other general or special meetings of the Association, the Treasurer shall make such reports as he or she may deem appropriate or as the Board of Directors or the President may direct.

3. At the Annual meeting the Treasurer shall provide a full report of the financial transactions of the Association for the past fiscal year and of its financial condition at the close of such year.

4. The Treasurer shall perform such other duties as may from time to time be assigned by the Board of Directors or the President as are set forth elsewhere in these by-laws.

VIII. PUBLIC RELATIONS OFFICER

The Public Relations Officer (“PRO”) shall perform duties in connection with general image shaping or publicity-related matters for the benefit of the Association and such other duties as may be directed by the Board of Directors or the President. The PRO shall:

1. Be responsible for the external visibility of the Association, and in creating public awareness and understanding of the programs of the Association

2. Support the Board and President in reaching established goals of the Association.

3. Be responsible for marketing, planning and implementing public relations plans for the Association.

4. Be responsible for presenting the organization to other institutions or organizations..

BOARD OF DIRECTORS

1. The Board of Directors shall meet in person at least once every two months at a designated place or by teleconference. A meeting may, however, be called at any time by the Chairperson of the Board of Directors or by the President after full consultation with the Chairperson of the Board. The Board of Directors shall elect a Chairperson at its first meeting within seven days after the Annual Meeting or whenever there exists a vacancy in the office of the Chairperson. A board member who serves out the remainder of the term of another board shall be eligible to run for a full two-year term. Other than as specifically provided in this paragraph, the term of office for members of the Board shall be two (2) years.

2. In addition to such powers as are specifically conferred upon it by the constitution or by these by-laws, the Board shall approve all expenditures and appropriation of funds by the Association and may make such regulations as it deems advisable, not inconsistent with the constitution and these by-laws. It shall keep a record of its proceedings, and shall make a report of its activities at the annual meeting of the Association, and at any meeting may report on any matter that in its judgment should be brought to the attention of the Association.

3. Unless otherwise ordered by the Association, it shall be the duty of the Executive Committee, officers of the Association, to take appropriate action to implement, so far as possible, any resolution adopted by the Association and the Board of Directors at any meeting.

4. The Board of Directors shall, prior to September 1 in each year, adopt a budget providing for the probable expenditures by the Association for the ensuing fiscal year; no expenditures shall be made during such year for which appropriations are not provided in that budget without the prior approval of the Board.

5. The Board of Directors may, after notice and an opportunity to be heard, and upon the vote of a majority of the board, recommend the removal of an executive to the general membership which then removes by majority.

XI. MEMBERSHIP

1. Any person desiring to apply for membership in the Association shall do so by submitting an application in a form to be prescribed by the Chairperson of the Board of Directors, which shall concisely state the applicant’s legal education, professional employment, and such other information as may be required to determine the appropriate class of membership.

2. Said application for membership shall be accompanied by payment of the admission fee and dues for the current year and shall be submitted to the Secretary of the Association who shall forward the application to the Chairperson of the Board of Directors within five (5) days its submission. After screening of any application so submitted, the Board shall address and vote on all applications submitted to it at its next meeting.

3. Pending admission to the profession, a law school graduate or a foreign lawyer may apply for membership in the Association by submitting an application in writing in a form to be prescribed by Board of Directors. Such application shall state the applicant’s legal education, present or anticipated professional employment, pending or anticipated applications for admission to the profession, and such other affirmation as may be required to determine the appropriate class of membership. Said application for membership shall be accompanied by payment of the admission fee and dues for the current year.

Anyone applying for membership under this section shall, within two years of the date of his or her membership, certify to the Office of the Treasurer that he or she has become a member of the profession. Failure to so certify shall result in termination of membership effective two years from graduation from law school. Rejection of the application for admission to the bar of a law school graduate member by a Character and Fitness Committee of any Appellate Division in the State of New York, or by any equivalent authority in another jurisdiction, shall result in termination of membership effective as of the date of said disapproval.

4. At least fifteen days before an applicant may be elected to membership; there shall be notice of pendency of the application to the membership of the Board of Directors.

5. Applicants for membership may be elected to membership in the Association at any meeting of the Board of Directors by a majority vote of those present and voting or, during any month when the Board is not meeting, by the written approval of a majority of the members of the Board. Any applicant excluded from membership by vote of the Board shall receive a refund of the admission fee and dues payment submitted with the application.

6. In cases where a question arises prior to a vote as to an applicant’s suitability for election to membership, the Board of Directors shall refer the application to the Chairperson of a Committee on Membership for further inquiries as it deems appropriate, which may include an interview of the applicant by at least three members of the said Committee.

7. No applicant for membership who shall have been excluded by vote of the Board shall be subsequently proposed for admission as a member within one year thereafter.

XII. DUES, ADMISSION FEES AND OTHER CHARGES

1. Except for honorary members, all members shall pay an admission fee of $50.

Except for honorary and student members, all members shall pay annual dues as provided in the following schedule:

General, Associate and Provisional Members. Any general, associate or provisional member of the Association who is a member of the profession for:

(i) less than five years shall pay annual dues of $150;

(ii) five years or more shall pay annual dues of $200.

2. Any member may resign from the Association by submitting a written resignation to the Board of Directors and upon payment of all dues and admission fees and other charges and assessments to the date of such resignation, provided that if a resignation is submitted within twenty days after the date when such member’s dues for the current period first become payable, and if such dues have not been paid, the payment thereof may in the Treasurer’s discretion be waived.

3. Any member who has resigned, or whose name has been stricken from the roll for nonpayment of dues or admission fees or other charges or assessments may be reinstated by the Board of Directors subject to the payment of such person’s dues for the current period (unless such person’s application is made less than sixty days before the close of the dues period), and, in the case of a member dropped for nonpayment, the payment of all amounts owed at the time when such person’s name was stricken from the roll, provided that the Board of Directors may in its discretion waive payment of such amounts owed.

4. Upon written application to the Treasurer, any member shall be exempt from the payment of dues and assessments while actively serving in the armed forces of the United States.

5. The Board of Directors may in its discretion reduce the dues and assessments of, or exempt from the payment thereof, for such period as the Board of Directors may determine, any member of the Association who has paid dues for forty or more years, or any other member for good cause shown.

XIII COMMITTEES

LEGAL EDUCATION COMMITTEE

There shall be a standing Committee on Legal Education.

The Committee shall organize and provide for lectures, forums and courses of study; arrange for its Chairperson and members to give lectures; and cooperate with other bar associations and professional and lay groups in promoting and effectuating the purposes and objectives of the Association.

ANNUAL AWARD DINNER COMMITTEE

There shall be a standing committee on the Association annual award dinner. The Committee shall plan the Annual Award Dinner of the Association, including development of the theme, agenda and advertisements. It shall recommend to the President the site for the Dinner. The President shall forward such recommendation to the Board for approval. The Committee shall recommend to the President individuals to receive the Association Award. The President shall also forward such recommendation to the Board for approval. Members may submit nominees for GLAA award to the Committee in writing with sufficient background information to assist the Committee in its deliberations. The Committee shall prepare for distribution to members the criteria and qualification for GLAA award.

SPECIAL COMMITTEES

The Board of Directors or the Association may from time to time constitute special committees and define their powers, and may at any time abolish any special committee. The President shall fix the number of members of each special committee where such number has not been fixed by the Board of Directors or the Association and shall appoint the members of each special committee, for such term or without term as the Board of Directors may deem appropriate.

JOINT COMMITTEES

The Board of Directors or the Association may from time to time authorize the formation of joint committees, with membership representing this Association and one or more bar associations or other organizations or groups, and define the powers of such joint committees, and may at any time withdraw therefrom. Unless the Board of Directors or the Association otherwise directs, joint committees shall not commit the Association without prior approval from the Association.

The Board of Directors shall fix the number of members in each standing committee, special committee and joint committee of the Association. The President shall appoint members to each committee subject to the approval of the Board of Directors.

XIV.GENERAL PROVISIONS APPLICABLE TO STANDING COMMITTEES

Unless otherwise expressly provided in the constitution or by-laws or in the authority creating any committee, the following provisions shall apply to all standing committees:

a. Size. Each committee shall consist of such number of members, not fewer than three nor more than six (including the Chairperson), as shall be determined by The Board of Directors. The President may, upon prior approval of the Board of Directors and prior to the first annual meeting of each committee, increase or decrease the number of members of a committee. The President may reassign members to different committees but shall not remove from the committee or decrease the term of any member theretofore appointed. The current size of each committee shall be set forth next to the name of each committee in the Association’s by-laws as they appear in the Association Yearbook.

b. Appointment. The President shall appoint the members of all committees and fill all committee vacancies. Appointments shall be made as soon after the President’s election as practicable and, in the case of newly created committees, as soon as practicable after the committee is created.

c. Chairpersons. Chairpersons of committees shall be elected by the committee members for a term of one year. A Chairperson may not be reelected after having served as Chairperson for three consecutive years until one year after the expiration of such term.

d. Tenure of Members. Except as otherwise provided herein, members of committees shall be appointed for terms of two years, but a member may not be reappointed to the same committee until one year after the expiration of such term. A member who has been appointed to complete an unexpired term may be reappointed for a three-year or shorter term.

e. Unexcused Absences. If a committee member is absent without being excused by the committee Chairperson in any one year from three meetings of the committee or of a subcommittee of which such person is a member, that fact shall be reported by the Chairperson in writing to the Board of Directors and the Board of Directors may deem the member’s place on the committee vacant and direct the President to appoint a successor.

f. Removal. The President may, with the prior approval of the Board of Directors, remove a committee member or Chairperson for cause.

g. Organization. Each committee shall meet and organize within such time as the President may direct.

h. Procedure at Committee Meetings. Each committee may fix its own time and place of meeting and regulate its procedure, consistent with the constitution and by-laws, and subject to review by the Association or the President. Each committee shall keep a record of the attendance and proceedings at its meeting.

i. Budget and Financial Statements. Each committee shall transmit to the Treasurer on or before September 1 of each year an estimate, itemized in such detail as the Treasurer may require, of its expenses during the next ensuing fiscal year and an itemized statement of all outstanding liabilities, if any, duly incurred by such committee. The Chairperson of any committee may at any time make application to the Treasurer for appropriation of funds for the work of such committee. No committee shall have authority to incur any indebtedness or pecuniary obligations for which the Association shall be responsible except to the extent previously authorized by the Association or the Board of Directors.

XIV.GENERAL PROVISIONS APPLICABLE TO STANDING COMMITTEES

Unless otherwise expressly provided in the constitution or by-laws or in the authority creating any committee, the following provisions shall apply to all standing committees:

f. Removal. The President may, with the prior approval of the Board of Directors, remove a committee member or Chairperson for cause.

g. Organization. Each committee shall meet and organize within such time as the President may direct.

j. Annual Reports. At such times as the President and/or the Board of Directors of the Association may direct, each committee shall make an annual report in writing summarizing its activities and proceedings since its last previous annual report (except such matters as by law or these by-laws are required to be kept confidential), and making any suggestions it deems appropriate as to its powers, duties or activities. Such report shall be filed with the Secretary of the Association. Each committee shall also make such interim reports as the President, the Board of Directors or the Association may from time to time direct.

k. Committee’s Name. The name of a standing committee may be changed by either an amendment to the by-laws or, if the change in the committee name does not signify a significant change in the committee’s jurisdiction, by a vote of the Board of Directors with the concurrence of the affected committee.

XV. POWERS OF STANDING COMMITTEES

Unless otherwise expressly provided in the constitution or by-laws or in the authority creating any committee, and subject to the requirements and limitations contained in these by-laws, each standing committee may exercise the following general powers with respect to all matters within its jurisdiction:

a. General Powers. To consider all such matters and to publish reports, conclusions and recommendations with respect thereto and to take such other action on behalf of the Association as the committee may find advisable.

b. Pending and Proposed Legislation. To examine existing and proposed laws, proposals for legislation, pending before the Parliament of Ghana; and on behalf of the Association and subject to the provisions of Article XIV of these By-Laws to publish reports and recommendations with respect thereto and to promote or oppose the same.

c. Appearance before Public Bodies. To advise, consult and cooperate with Ghanaian legislative bodies, commissions, departments or agencies, and with the approval of the Board of Directors to authorize the Chairperson and member of the association to appear before any legislative, administrative or other public body in Ghana to express the views of the Association.

d. Staff, Amicus Curiae. With the recommendation of the President and approval of the Board of Directors, to employ legal counsel, clerical and other staff assistants and consultants, to appear as amicus curiae in legal proceedings and to submit briefs and take such other steps with respect to such legal proceedings as the President may find appropriate. To the extent appropriate, Article XVI of these by-laws relating to coordination of committee action shall apply to briefs.

e. Professional Education and Organizations. To assist in arranging, in cooperation with the Committee on Symposia, for lectures, forums and courses of study; to arrange for its Chairperson and members to give lectures and to conduct courses of study; and to cooperate with other bar associations and professional and lay groups in promoting and effectuating the purposes and objectives of the Association.

XVI COORDINATION OF COMMITTEE ACTION

Notwithstanding any other provisions of these by-laws, all standing and special committees are subject to the following provisions:

a. Association Direction. Committees shall be subject at all times to such directions as may be given at any meeting of the Association or by the President respecting action taken or proposed to be taken on behalf of the Association.

b. Action on Association Behalf. No committee shall commit the Association or take action on its behalf in conflict with any action previously taken at a meeting of the Association until the proposed action is considered and approved at a meeting of the Association.

c. Joint Committees, Jurisdiction. As long as the Association participates in a joint committee with other organizations, described in Article XXII of these By-Laws, the powers of the other committees of the Association shall not be suspended and no other committee having jurisdiction shall be barred from considering the matters under consideration by the joint committee, but no such other committee shall, without the prior approval of the Board of Directors or the Association, publish any report or commit acts against the Association with respect to matters under consideration by such joint committee. The Chairperson of the Board of Directors may authorize the committee to publish a report or act in the name of the Association without obtaining the prior approval of the Board of Directors or the Association required in the foregoing sentence in the event time does not permit or in their judgment the nature of the proposed committee action does not warrant submission to the Association or the Board of Directors.

d. Pre-Publication Clearance of Committee Reports. No committee shall publish any report or conclusion or recommendation on behalf of the Association or otherwise commit the Association with respect to any matter until ten days after such report or a written statement of such conclusion or recommendation has been filed with the Board of Directors and the President and with such other office of the Association as the President shall direct. When necessary, the foregoing ten-day requirement may be waived with respect to a specific matter. In addition, the Board may waive the foregoing ten-day requirement with respect to a class or classes of such matters. The presentation of a report at a meeting of the Association is not a publication within the meaning of his provision.

e. Resolution of Disputes. The Committee on Disputes Resolution may decide any question or dispute submitted to it, or refer such question or dispute for decision to the Association or the Board of Directors for decision or advice to a special committee or to an ad hoc conference group established by the President. Until such question or dispute is resolved, no committee shall publish any report or conclusion or commit the Association with respect to the matters submitted. The decision of the Committee on Disputes Resolution or other deciding body shall be promptly communicated to the Chairpersons of the committee concerned. The decision of the Committee on Disputes Resolution or of any special committee or ad hoc conference group deciding such matter shall be submitted for review to the Board of Directors in the event that the Chairperson of any committee concerned promptly requests such a review upon being advised of the decision, and in such event no committee shall publish any report or conclusion or commit the Association with respect to such matter pending the decision, of the Board of Directors. The decision of the Board of Directors shall be final and not subject to further appeal.

f. Procedures for Prohibition of Committee Publications. The President may require any committee to refrain from publishing its report or conclusions or from committing or taking action on behalf of the Association pending further action by the Board of Directors, or by the Association in the event the Board requires the matter to be submitted to the Association. Upon its review of such report, conclusions or other proposed committee action, the Board of Directors may approve the same, remit the matter for further consideration to an appropriate committee or committees, direct the submission of the matter to the Association, require the committee to refrain from publishing its report of conclusions or acting in the name of the Association, or take such other action as the Board may deem advisable.

g. Committee Publications-Form. The President, subject to the direction of the Board of Directors, shall determine the form, media and frequency of publication and publicity of committee reports or conclusions or shall establish procedures for the determination thereof. Each committee shall comply with such procedures concerning the publication of any publicity to be given to its reports and conclusions, and in publishing or giving publicity to its reports or conclusions shall conform to such procedures with respect thereto. All committee reports and conclusions addressed to the Congress of Ghana or any other governmental body or agency in Ghana shall in the first instance be submitted to the Committee on Ghanaian Affairs. The decision of the respective Chairpersons of these committees as to whether or not to publish any such reports or conclusions in the bulletins of these committees shall be final, but such determination shall not preclude the separate publication of such reports or conclusions with the approval of the Board of Directors.

XVII MISCONDUCT AT THE ASSOCIATION’S MEETING

1. No person who is present at any of the Association’s meetings shall yell, fight, use abusive words or language, or conduct any other meeting while the Association’s meeting is going on or engage in any other disruptive conduct at any of the Association’s meetings or activity.

2. The President or the Parliamentarian or any officer designated by the Association, shall have the authority to utilize any lawful means to cause the removal, from any meeting of the Association, of any person who violates the provisions of paragraph 1 of this section.

3. Any member of the Association who violates the provisions of paragraph 1 of this section, or who engages in misconduct in the member’s relations to the Association may be suspended, expelled, or otherwise disciplined by the affirmative vote of a majority of the Board of Directors. Prior to such vote, said member shall receive written notice that such action may be taken and the opportunity to make a written submission. Any member who is suspended or expelled in accordance with this section shall be eligible for a refund of dues paid, to be pro-rated according to the number of days in the dues period during which a member shall have lost the privileges of membership through expulsion or suspension.

XVIII. DEFINITION OF GOOD STANDING

To be in good standing means that a member has paid the full amount of dues payable for the current dues year. A person not in good financial standing as set forth under the provisions of Article XX of these By-Laws shall not be entitled to vote at the annual meeting nor at any election of officers or any resolution of the Association. No member shall be elected to any office of the Association unless such member is in good financial standing and has attended at least half of the Association regular meetings. Notwithstanding this provision, a member may be appointed to any vacancy by the Board of Directors.

Inspectors and Teller of Election

At every annual meeting and at other meetings where a contested election is to be conducted, there shall be elected two Inspectors of Election and two Tellers of Election, none of whom shall be a candidate for the positions to be voted upon; in addition, the candidates for the Presidency shall each select a Teller.

Voting

Only members in good standing shall be entitled to vote at any membership meeting of the Association.

Elective voting shall be by close ballot. At any election, unless otherwise provided by these By-Laws, where there is more than one nominee for a posting, the nominee receiving a plurality of votes cast shall be elected. At the annual meeting, if there are no contested positions, the election may be by voice vote.

Candidates for the offices of the President and Chairperson of the Board of Directors shall submit to the general members before the day of election a brief summary of any leadership position(s) held, year of admission to New York Bar and any other State(s) and any other professional accomplishments.

ASSOCIATION OF GHANAIAN LAWYERS OF AMERICA (AGLA)

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ASSOCIATION OF GHANAIAN LAWYERS OF AMERICA