A                                                                      RTICLE XIV.  ELECTION OF THE EXECUTIVE

            14.01. The President and the Vice must be of Manyu extract, but cannot be siblings, i.e. brothers and sisters. 

            14.02.  They must be active and members in good standing with 100% compliance with respect to their financial obligations.

            14.03.  The President and the Vice President shall be elected for a two (2) year term renewable. 

            14.04.  The President shall be responsible to form his/her cabinet Positions such as Secretary General, Treasurer, Public Relations and Protocol Officer, Financial Secretary, Cultural/Social Secretary.

            14.05.  The President and the executive shall be charged with the enforcement of the By-Laws and the implementation of the policy of the organization. 

            14.06.  The President shall present an annual budget and expenditure for review to the Board of Directors, then to the General Assembly for final approval. 

            14.07.  The Executive Committee shall develop recommendations with respect to various matters pertaining to the affairs of the association and shall report such recommendations to the Board of Directors for action.  In instances where special circumstances require expeditious action between meetings of the Board of Directors, the Executive Committee shall have the power to take the necessary actions, subject to any prior limitation imposed by the Board of Directors.  The minutes of the Executive Committee shall include a summary of the circumstances requiring any such expeditious action taken by the Executive Committee and the minutes shall be submitted to the Board of Directors.

            14.08.  All important decisions of the meeting must end up with a vote taken at the end of the debate.

                                   

                                                                 ARTICLE  XV.  BOARD OF DIRECTORS

            15.01.  The business and affairs of the association shall be governed by a Board of Directors which shall be composed of no more than seven (7) persons and no less than five (5) voting persons.  

            15.02. The officers shall consist of President, Vice-President, Secretary and Treasurer and such additional vice presidents or assistant secretaries or assistant treasurers as the Board may from time to time appoint.  The officers shall be elected by the Board of Directors, from among the board members at the first meeting of the Directors following the annual meeting of the association.  Any vacancy occurring in any office, for whatever reason, shall be filled by the Board of Directors and any Director so elected shall complete the term of his/her predecessor.

            15.03.  Members of the Board shall have a term of three years and no member shall serve more than two consecutive terms. After serving the maximum time allowed, a person may again serve after being off the Board of Directors for two year. 

15.04. The election of board members shall not take place the same year as the election of the President and the Executive Council Officers. 

            15.05. The Board of Directors shall be the main policy making arm of MECA-DC.

            15.06.  The Board of Directors shall meet (physically) at least twice a year to review the progress of the organization, formulate strategies and plans, review and/or approve annual budgets and important policy matters.  

           15.07. Notice of Meetings;  Notice of regular Board meetings, including the annual meeting, shall be in writing and delivered at least 10 days and no more than 30 days before the day of the meeting.  Notices of special meetings shall state that it is a special meeting being called and may be given orally or in writing at least 48 hours prior to the meeting time.  Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.

          15.08. All projects and expenditures above $1,000 shall be approved by the Board and ratified by the General Assembly. 

          15.09.  The Board of Directors may create such committees with such powers as it deems wise to have.  The President shall appoint persons to chair and serve on those committees, including persons who are not Directors of the association. All such appointments must be approved by the Board either prior to the appointment or be ratified at the next Board meeting.

            15.10. Except as otherwise provided in these bylaws, decisions of the Board of Directors shall be by vote of a majority of those present and voting, but not less than one-third of the Directors then serving.  Each Director shall have one vote.  Members of the Board may vote only in person; there shall be no proxy voting.

            15.11. At meetings of the Board of Directors, a quorum shall consist of fifty percent (50%) of the Directors then serving, present in person.

15.12.  The president of the association shall attend and participate in meetings of the Board of Directors and of committees as observer to the Board and the committees but shall not be entitled to a vote.

            15.13.  The Board of Directors shall initiate an automatic audit of the association’s internal controls and financial transactions at the end of very fiscal year (Jan1st-Dec 31st). 

            15.14.  A director may be removed, without cause, as determined by a two-thirds vote of the general assembly present at any meeting at which there is a quorum.  In addition, any member of the Board of Directors may be removed for a substantial cause by the majority vote of the general assembly present at any meeting at which there is a quorum.  Substantial cause shall include failure to participate in the activities of the Board of Directors as evidenced by the failure to attend at least three (3) consecutive meetings of the Board of Directors.

            15.15.  Duality of interest:  Any board member, member, or committee member having an interest in a contract or other transaction or determination presented to the Board of Directors or a committee of the association for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such contract or transaction.  The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist.  If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination.  Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon.  The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.

            15.16.  Indemnification:  The association shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the association) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section  501(C)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

           15.17.  Exoneration:  To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this association shall be personally liable to the association or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986) or the corresponding provisions of any future United States Internal Revenue Law).  No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

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