Bye Laws

BYE-LAWS OF CITIZENS UPROOTING RACISM IN BERMUDA

These Bye-Laws shall be governed by the Constitution of Citizens Uprooting Racism in Bermuda (“CURB���).

DEFINITIONS

“The Constitution” shall mean the constitution of CURB.

“The Officers” shall mean the officers of the Central Council (“Central Council”) who are voted in at the Newly Elected Central Council Meeting immediately following the Annual General Meeting (“AGM”) and shall comprise the President, Vice President, Treasurer, and Secretary.

“The Central Council” is the operational management, decision making and administrative body of CURB.  It consists of the Officers and those General Members elected to serve as either Working Group Chairs or General Members at large on the Newly Elected Central Council.  The Central Council shall be made up of no more than fifteen (15) individuals in total.   The number of General Members at large serving on the Central Council shall be up to five (5).

“General Members” pay an annual membership fee and have voting rights at the AGM.

“The Annual General Meeting” is the meeting at which the General Members of CURB vote  for the General Members who are to serve on the Central Council.

“Working Group Chairs” must be fee paying General Members and are elected at the Newly Elected Central Council Meeting immediately following the AGM.

“Working Groups members” can be drawn from the Central Council, General Membership and CURB supporters.

“Financial Year” shall commence on 1st July each year.

“Nominating Committee” shall consist of three (3) CURB General Members elected by the Central Council at the Newly Elected Central Council Meeting held immediately after the AGM.  A Chairperson of the Nominating Committee will be elected by the committee.   Under the direction of the Chairperson the Nominating Committee will be responsible for approaching/ canvassing Council members to fill any vacancies that occur at any given time. The Nominating Committee should begin meeting three (3) months prior to the proposed date of the AGM.

For the purpose of brevity all terms indicating feminine form are deemed to include the masculine and all masculine terms are deemed to include the feminine.

In the event of any dispute as to the intent of the bye-laws the interpretation of the Central Council shall be final.

ARTICLE I

The name of the organization shall be Citizens Uprooting Racism in Bermuda hereinafter sometimes referred to as “CURB”.

ARTICLE II

Offices

Section 1.   Mailing Address

CURB
P O Box HM 3056
Hamilton HM MX

Section 2.   Registered office

CURB shall have and continuously maintain a registered office which may, but need not be, identical with the principal office, and the registered office may be changed by the Central Council.

Registered Office Address:

c/o Mr. Wendell Hollis
The HCS Group Ltd,
25 Belmont Hills Drive,
Warwick WK 06
Bermuda

ARTICLE III

Membership

Section 1.  Central Council

a)    The Central Council consists of no more than fifteen (15) individuals and is made up from the Officers of CURB and includes the positions of  President, Vice President, Treasurer, Secretary, as well as the the elected Working Group Chairs and up to five (5) General Member at large positions.
b)    The Officers, Working Group Chairs and General Member at large positions are elected at the Newly Elected Central Council Meeting by those General Members elected to the Central Council at the AGM.
c)    Central Council members must be fully paid up General Members in good standing.
d)    Central Council members commit to attend meetings faithfully, to serve on Working Groups and to volunteer at CURB sponsored events.
e)    Central Council members will:
•    Be responsible for the operational management, decision making and administrative functions of CURB.
•    Ensure that the Vision, Mission, Values, Goals and Objectives of CURB are faithfully followed and adhered to.
���   ��Ensure the proper investment of funds received by grant or donation.
•    In the event of a decision to terminate the work of CURB at any time, organize the proper and orderly winding up of CURB and the disposal of any assets over liabilities to another like-minded organization as the Central Council determines.

Section 2.  General Members

General Members consist of the fully paid up membership who support and have an interest in the ideals, values and work of the CURB organization.

General Members:

a)    pay an annual membership fee determined by the Central Council  which is due on the 1st July of each year;
b)��   are entitled to vote at the AGM;
c)    are entitled to serve on the Central Council subject to meeting CURB requirements for involvement and attendance and may put their names forward to the Nominating Committee for election at the Newly Elected Central Council meeting held immediately following the AGM;
d)    commit to the vision, mission and values of CURB; and
e)   ��whenever possible volunteer to participate on Working Groups and attend or assist at CURB events.

Section 3.    CURB Supporters

CURB Supporters are those individuals who express interest and support for CURB and who wish to receive information and notice of events related to CURB’s work.  CURB supporters do not pay an annual membership fee. As non-fee paying individuals, CURB Supporters are not allowed to vote at the Annual General Meeting, Special General Meetings or Central Council Meetings of CURB.

ARTICLE IV

General Meetings: Annual General and Special

Section 1.  Annual General Meetings

The President of CURB on behalf of the CURB Central Council and the General Members shall call an AGM within six months of the close of the financial year and the notice for the meeting shall specify it to be the AGM.

Section 2.   Notices of Annual General Meetings

Notice for an AGM shall be at least twenty-one days (21) and may be by post, fax, email or any other generally used communication medium.

Section 3.  Business of the Annual General Meeting

•    To read, correct if necessary, and approve the minutes of the previous AGM
•    To conduct any business deferred from a previous AGM or arising from the minutes
•    To read and consider any correspondence proper to an AGM
•    To read and consider the annual accounts and any reports relating thereto
•    To receive the report of the President
•    To elect the Central Council members
•    To elect the Auditor
•    To conduct any other business

Immediately following the AGM a newly-elected Central Council Meeting is held to elect the Officers, the Working Group Chairs and the designated General Member at large positions to the Central Council.

Section 4.   Quorum – Annual General Meeting

The quorum necessary for an Annual General Meeting or a Special General Meeting shall be greater than 50% of the total elected Central Council Members plus at least three (3) General Members.  No business shall be transacted at a meeting unless a quorum is present.  If a quorum is not present within thirty minutes of the time appointed for the meeting, the meeting shall adjourn.

Section 5.   Chairperson

The President of CURB, and failing the President, the Vice President, shall either preside or appoint a Chairperson of any meeting.  If neither of these is available, willing or able to appoint or be appointed as Chairperson, any member of the Central Council may be elected to take the Chair.  If no such member of the Central Council is present or willing to stand as the Chairperson, the General Members eligible to vote shall choose one of their members as Chairperson of the meeting.

Section 6. ���� Voting and Proxies

Every General Member shall be entitled to vote at any General Meeting either in person or by proxy. Voting shall be by a show of hands.  In the case of a tied vote the Chairperson shall have a deciding additional vote.

At any meeting where a majority of the General Members either in person or by proxy decide that there should be a secret ballot, the Chairperson shall appoint two scrutineers to take the vote.

Any General Member may be represented at a general meeting by another General Member acting as proxy.  The proxy shall be given to the Chairperson in writing prior to the start of the meeting.

Section 7.�� Special General Meetings

The Central Council may call a Special General Meeting (“SGM”) for consideration of any matter proper to the business of CURB.

In the case of a Special General Meeting notice shall be seven (7) days and may be by post, fax, email or any other generally used communication medium.  In the case of the SGM there will be no reading of the minutes of an AGM and no matters dealt with save the specific business of the special meeting as set out in the notice of the SGM.

Section 8.  Election and Term of Office

A slate of no more than fifteen (15) General Members for the Central Council shall be put forward by the Nominating Committee to the Annual General Meeting.  These General Members shall be elected for a one year term, and from their number the Officers, Working Group Chairs and up to five (5) General Members at large will be elected or appointed at the Newly Elected Central Council Meeting immediately following the AGM.  If more names are put forward than there are positions available on the Central Council then this will be put to the vote at the Annual General Meeting.

ARTICLE V

Central Council Meetings

The operational management, decision making, administrative work of CURB shall be managed by the Central Council.

Section 1.   Composition

The Central Council shall consist of the elected Officers, and those General Members elected to the positions of Working Group Chairs and the elected General Member at large positions.  The Central Council may meet at any place or time suiting its convenience.

Ideally at least a minimum of three (3) Working Group Chairs and two (2) General Member positions will be elected to the Central Council.

In the event the ideal minimum number of Working Group Chairs and General Member positions is not available, the business of CURB will continue with the Officers and the available members elected to serve conducting the business of the organization.

Section 2.   Vacancies on the Central Council

When a vacancy occurs among any of the elected Officers, Working Group Chairs or General Member at large positions on the Central Council, the Nominating Committee shall canvas the General Members for nominees/volunteers and present the name(s) to the Central Council and the Central Council shall as soon as possible appoint a replacement Officer, Working Group Chair or General Member at large position to fill the unexpired portion of the term of the departing member.

As new Working Groups are formed during the financial year the Central Council are empowered to nominate the Chair of the new Working Group to serve on the Central Council until the next Annual General Meeting.

The Central Council shall remove from any office any member who:
•    Tenders his/her resignation;
•    Performs any act which could bring disrepute to CURB;
Fails to adhere to the obligations of the position as defined in these Bye Laws and the CURB Constitution.

Section 3.   Notice

Notice of a Central Council Meeting shall be five (5) days and may be by post, fax, email or any other generally used communication medium.  Notice may be waived if all Central Council members indicate their agreement in writing.

Section 4.  Council Meetings

The Central Council whenever possible will meet monthly to discuss the affairs of CURB.

Section 5.  Special Central Council Meetings

Special meetings of the Central Council may be called by or at the request of the President or not less than three (3) members of the Central Council.  The date of the meeting shall not be later than two weeks after the receipt by the President of the written request.

Section 6.��  Voting

Where all members entitled to vote at a meeting are represented in person a meeting may be held without notice.  All decisions of the Central Council should be dealt with by resolution by a simple majority of those present in person carrying the vote.

Section 7.   Written Resolutions

A unanimous written resolution of the Central Council signed by all members entitled to vote at a Central Council meeting shall have the same power as a resolution passed at a meeting where the Central Council members are actually present in person.

Section 8.   Quorum

The quorum necessary for a Central Council meeting shall be greater than 50% of the Central Council’s total elected members and must include at least two (2) Officers.

Section 9.   Minutes of the Meeting

The Secretary shall transmit within seven (7) days of the Central Council meeting a draft copy of the minutes for review by each Central Council member in attendance.  If no amendments are received within 4 days, then the minutes should be emailed to all Central Council members.  Transmission may be by fax, mail or email or any other generally recognized transmission medium.  Minutes must be taken by hand, posted or emailed to the Registered Office for retention in the corporate records.

Section 10.   Duties of Central Council Members

Council members are required to faithfully attend Central Council meetings on a regular basis and to support the vision, mission and values of CURB.  The Central Council members shall meet to plan the direction, events and strategies to fulfill the objectives of CURB.

Section 11.  Eligibility to Serve on the Central Council

To be eligible to serve on the Central Council General Members must be fully paid up members and must have demonstrated their commitment by faithfully attending meetings/events and workshops in the proceeding year and participated as a member of a Working Group.

Section 12.  Election and Term of Office

A slate of Officers, Working Group Chairs and General Member at large positions shall be put forward by the Nominating Committee to the Newly Elected Central Council Meeting.  If more than one person puts their name forward and/or accepts a nomination to a certain position, this will be put to the vote at the Newly Elected Central Council Meeting.

ARTICLE VI

Officers

Section 1.   Election and Term of Office

Those Officers, Working Group Chairs and General Members at large elected at the Newly Elected Central Council Meeting shall serve for a one year term and/or until the next Annual General Meeting.

Section 2.   Duties of the President and Vice President

The President shall serve as President of CURB and shall call Annual General Meetings, Special General Meetings and Central Council meetings when necessary or when called upon to do so in the proper manner.  The President shall have such powers and/or perform such duties as are vested in her by these Bye Laws and such other duties as prescribed by the Central Council.

The Vice President shall be vested with the powers of the President and shall perform the Presidential duties in the absence of the President.  In the absence of the President and the Vice President a chairman shall be elected from amongst the Central Council members present.

Section 3.   Duties of the Secretary

The Secretary shall keep correct books, records of attendance, minutes and the proceedings of all Annual General Meetings, Special General Meetings and Central Council Meetings.

The Secretary shall be the custodian of all secretarial and legal records belonging to CURB, and shall ensure that the corporate records are retained at the Registered Office, and copies of minutes are emailed to the Registered Office for retention in the organization’s minute book. The Secretary shall perform such other duties as may be assigned to them, by the President or the Central Council.

The Secretary is responsible for maintaining a register of all contact details of the Central Council Members, General Members and CURB supporters, where possible including post office address, physical address, email address, fax, mobile and telephone numbers.

Section 4.   Duties of the Treasurer

The Treasurer shall cause to be collected and receive, in person or by delegation, all monies rightfully the property of CURB.  These shall be deposited in a timely manner to the credit of CURB in such banks or financial institution designated by the Central Council.  A quarterly account of CURB’s finances should be made in person or by email and fax to the Central Council.

The Treasurer shall cause books of account to be kept, sufficient to record all cash receipts and disbursements and assets and liabilities of the organization.  These books shall be kept at CURB or such other place as to be convenient and open to the inspection of the auditor, the Central Council and General Members of CURB.

The Treasurer shall present financial statements consisting of a Balance Sheet and Statement of Revenue and Expenditure and Auditors’ Report plus any other supporting financial statements and reports deemed necessary by CURB to the Annual General Meeting, and ensure that same are retained at the Registered Office in the corporate records.

The Treasurer shall be responsible for retaining up-to-date records of payment of the annual membership fee.

The Treasurer shall be responsible for the proper delivery of the financial reports and records as may be required by the Charities Commission and any other organizations as required by good practice and under Bermuda law and regulation.

ARTICLE VIII

Processes and Procedures

Section 1.   Contracts

A majority of the Central Council may authorize any Officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of CURB.  Such authority may be general or confined to specific instances.

Section 2.   Checks and Drafts

All checks, drafts or orders for the payment of money or other evidence of indebtedness issued in the name of CURB shall be approved and signed by such Officers and in such manner as shall be determined by resolution of the Central Council.  In the absence of such determination by the Central Council, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President.

Section 3.   Fiscal Year

The fiscal year shall begin on 1st July and end on June 30th.  An audit of the books and records of CURB shall be conducted annually.  The audit report shall be presented to the Central Council within thirty (30) days of completion.

ARTICLE IX

Section 1.   Working Groups

As per Article III Section 1 the Working Group Chairs are elected at the Newly Elected Central Council Meeting held immediately following the AGM.

Members of the Working Group(s) may be drawn from Central Council members, General Members or CURB Supporters and, at the discretion of the Central Council, may include any individual(s) or organization(s) not normally part of CURB. The Working Group Chair shall be responsible for taking and retaining notes for the Working Group, and for reporting to the Central Council at Central Council Meetings.

Section 2.   Meetings of Working Groups

Meetings of Working Groups shall be called by the Working Group Chair and notice shall be given by telephone, fax, mail, email or any other generally used method of communication.  Meetings may be held in person, by telephone or email or any other generally used method of communication.  A majority of the members of that working group shall constitute a quorum.  Notes as to decisions/recommendations should be kept by the Working Group Chair so that a report can be made at the Central Council meeting.

The Central Council may delegate, by resolution, such powers as may be deemed necessary provided that the Central Council shall not delegate the power to decide major expenditures or the power to decide policy.

Possible Working Groups might include but are not limited to or required:

Finance
Communications
Education
Advocacy
Strategic Planning
Research

ARTICLE X

Indemnity

All Officers and members of the Central Council of CURB their heirs and assigns, whether or not then in office, shall be indemnified by CURB against all costs, liabilities, judgments, and expenses actually and reasonably incurred by, or imposed upon them in connection with or arising out of any action, suit or proceeding in which they may be involved, directly or indirectly, or to which they may be made a party by reason of being or having been an Officer or Central Council member of CURB (such expenses to include the cost of reasonable settlements made with a view to curtailment or avoidance of costs of litigation, or where a settlement is deemed for the best interest of CURB under its obligation or indemnity), except in relation to matters as to which they shall be finally adjudged in such action, suit or proceeding to have been guilty of bad faith or fraud in the performance of their duty as such Officer or Central Council member, and the foregoing right of indemnification shall be exclusive of other rights to which they may be entitled by agreement, by vote of the members, or otherwise.

ARTICLE XI

Amendments to the Bye Laws

Proposed amendments to these Bye Laws shall be submitted in writing to the Registered Office.  Such proposed amendments shall be distributed by mail, email, fax or any other generally used means of communication and read out at the next Annual General Meeting of the membership.��  Vote by proxy is permitted.


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