ARTICLE I

Board of Directors

A board of not less than 7 and not more than 21 directors shall control the business and affairs of COJO.

The Board of Directors shall meet at least 4 times per calendar year and one of those meetings shall be the Annual Board Retreat.

The Board may designate the whole or part of its meetings as open, at which time any member may attend. The Board will decide if invited members may speak at its open meetings

The Board of Directors shall agree on new members from those proposed by the Nominating Committee, and who normally will have served at least two years on the Organizing Committee.

Article II

Membership of COJO

SECTION 1. Individual Membership.   Individuals shall hold all membership in COJO.   Such memberships are not transferable.

SECTION 2. Founding Membership.                Individuals who participated in the founding of COJO.

SECTION 3. Life Membership.       Individuals who have made significant contribution to COJO and or the Jamaican community may be honored with Life Membership.

SECTION 4. Friends of Jamaica     Individuals who may not be Jamaican or of Jamaican ancestry may be granted Friends of Jamaica status as members. They will enjoy all the privileges of membership, except that of Officers of COJO.

SECTION 5. Affiliates.   Affiliate memberships shall be in accordance with the articles of association jointly agreed upon, with the Board of Directors.

ARTICLE II

Conferences of Members

SECTION 1. Conferences.   The Conference of Members of COJO shall be held at least once per year.

SECTION 2. Time and Place.

1. The Board of Directors shall select the conference time and venue as may be deemed necessary.   The Board of Directors shall have power to substitute another place in case circumstances later make such action necessary or advisable.
2. The exact time for holding the annual Conference of Members of COJO shall normally be in the fall.

SECTION 3.  Annual Conference.
An Annual Conference of Members of COJO shall be held each year in the fall to receive a full report including finances for the previous period, discuss the report, received amendments to the constitution and or By-Laws, and to discuss programs and or Board policies for the up-coming period, or on any matter put to it by the Board of Directors

 

SECTION 4. Special Conferences.
The Board of Directors may convene a Conference of Members, providing a minimum of 30 days notice is given to discuss matters requiring its attention.

SECTION 5. Accredited Members.
An active member in good standing is an individual who has fully paid up all dues and have fulfill all requirements of membership

SECTION 6. Conference Rules
The Board of Directors shall draw up Meeting and Conference Rules, as it deems necessary.

SECTION 7. Voting.
Each active member in good standing shall have one vote.

Life Members and Founding members who are not active and in good standing are not eligible to vote

SECTION 8. Right of Appeal
All members may appeal to the Board of Directors, who shall hear their Appeal within 60 days.

ARTICLE III
Duties Of Officers

SECTION 1. President.   The president shall preside at the conference of members and at all meeting of the Board of Directors and shall be the chief executive officer exercising general supervision over the interests and affairs of COJO, subject to the direction of the Board.   He shall perform such duties as usually pertain to the office of the president.

SECTION 2. First Vice-President.   The first vice-president shall perform such duties as are ordinarily incumbent upon a vice -president and the president or Board of Directors may assign such other duties as is deem necessary.

SECTION 3. Second Vice Presidents.  The second vice-president shall perform such duties as are ordinarily incumbent upon a vice -president and the president or Board of Directors may assign such other duties as is deem necessary.

SECTION 4. Secretary.     The Secretary of the Board shall maintain all board records and ensure their accuracy and safety, and provide notices of meetings of the Board, conferences of members and/or of committees when such notice is required.

SECTION 5. Treasurer.                     The Treasurer should have an understanding of financial accounting for non-profit organizations, serves as financial officer of COJO and as chairperson of the finance committee, manages, with the finance committee, the review of and action related to COJO’s financial responsibilities. Reviews the annual audit and provide answers to Board members and all members about the finances of COJO.

SECTION 6. Public Relations Officer     The Public Relations Officer shall be responsible for ensuring that good, timely and adequate public relations and image of COJO are maintain with the public and especially the Jamaican Community.

SECTION 7. Executive Director.    The Executive Director is responsible for the implementation of the resolutions of the Board and the day-to-day administration of COJO.

 

ARTICLE IV

Revenue & Finances

SECTION 1. Fiscal Year.   The fiscal year of COJO shall commence on September 1 in each year and close on August 31 next following.
SECTION 2. Annual Dues.          Each member, except Life Members, shall pay to COJO as annual dues, a sum to be determined by the Board of Directors, payable in full on September 1, of each year.   The Board of Directors shall have the authority to grant an extension of time for payment of obligations to COJO when, in the judgment of the Board of Directors, circumstances indicate such extension would best serve the interest of the organization.
SECTION 3.   Budget.
Prior to the end of each fiscal year, the Board of Directors shall adopt a budget of estimated revenue and expenses, in US dollars, for the following fiscal year for the several activities of COJO.
The budget as adopted shall provide for an excess of revenue over expenses of at least four (4%) percent of the total budgeted revenues for that fiscal year.
SECTION 3. Audit.   The Board of Directors shall contract for an annual audit of the books of account of COJO by a certified public accountant.   Said audit shall be taken within 45 days after the close of the fiscal year, and a report thereon shall be submitted to the Board at its meeting next following the completion of the audit.

ARTICLE V
Standing Committees

SECTION 1. Name and Purpose.    There shall be Standing Committees of The Organizing Committee, Finance and Fund Raising; Annual Dinner & Dance, and Nomination. The Board of Directors may set up other committees as it deem necessary
SECTION 2. Duties.   The Board of Directors shall determine the duties of the Committees. Notwithstanding, the Organizing Committee of the Board shall act as the executing committee of the Board of Directors
SECTION 3. Appointment and Terms.    The Board of Directors will appoint all members of committees and determine the terms of their appointment.
SECTION 4. Chairperson.    The Board of Directors will appoint all Chairpersons of committees
SECTION 5. Reporting.     All committees shall report to the Board of Directors.

ARTICLE VI
Amendments
SECTION 1. How Made.   These By-laws may be amended by a majority vote of the membership of the Board of Directors of COJO, provided that no amendment shall be adopted which shall be inconsistent with the provisions of the Constitution of COJO.
SECTION 2. Who May Propose and When.    The Organizing Committee or members of the Board of Directors shall propose amendments to these By-Laws, giving at least 30 days notice of such written amendments
SECTION 3. Effective Date.   Amendments or revisions of these By-laws shall be effective on the first day of the calendar year next following the Meeting unless otherwise specified at the time of adoption.

ARTICLE VII
Corporate Status
SECTION 1. Not-For-Profit organization.   COJO is organized and shall operate as a not-for-profit organization for social welfare, civic improvement and other similar non-profit purposes.   COJO shall not engage in any business of a kind ordinarily carried on for profit and shall not enter into any transaction, carry on any activity, or engage in any business for pecuniary profit, and any income received shall be applied only to the non-profit purposes and objectives of the organization, and no part of the income shall inure to the benefit of any member or affiliate member.

 

SECTION 2. Residence.   COJO is an incorporated organization duly organized and existing under the not-for-profit laws of The United States of America, with its residence and principal office in Boston, Massachusetts.

 

SECTION 3. Indemnification of Officers and Directors.

The Association shall, to the extent legally permissible and only to the extent that the status of the Association as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify every present and former Director, member of any committee appointed by the Directors or officers of the Association (collectively, together with their respective heirs, executors and administrators, "Indemnitees") against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, (but excluding any amounts payable to the Association by court order or agreement) reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a Director, member of any committee appointed by the Directors, officer of the Association, or persons who serve or have served at its request as Directors, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Association. (The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Indemnitee may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than Indemnities may be entitled by contract or otherwise by law or by action of the Directors. An interested Indemnitee is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

ARTICLE VIII
Interpretation

SECTION 1. The Constitution and Bylaws.   The construction and the interpretation of the Constitution and By-laws by the Board of Directors shall be final and binding.

SECTION 2. Parliamentary Procedure.   In the absence of specific rules, the current edition of Roberts’ Rules of Order shall govern the deliberations of this organization.

 

SECTION 3. Language Reference.   Any reference to the words “he”, “his”, “him”, “man”, or “men” is for descriptive purposes only and shall not, in any way, be construed to limit the application of the Article or Section in which they appear to the masculine gender.

ARTICLE IX
Dissolution clause
Upon dissolution, the Board of Directors is required to make arrangements to place the assets of the COJO in a Trust or to convert to cash and to donate the proceeds to a Charity or organization in Massachusetts that promotes similar aims in the Jamaican Diaspora.