CONSTITUTION
CONSTITUTION
The Tubman National Institute of Medical Arts (TNIMA) Association
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PREAMBLE
We the members concerned with furthering educational, health and social development of Liberia with
particularly emphasis on the healthcare community do hereby constitute ourselves into an organized group
hereafter referred to as the Tubman National Institute of Medical Arts Association (TNIMAA).
The Tubman National Institute of Medical Arts Association is a non-profit, non-political and non-sectarian
organization of health care and allied professionals determined to coordinate with the institution (Tubman
National Institute of Medical Arts [TNIMA]) and other institutions to achieve the following:
a) Standardized healthcare training programs.
b) Provide basic healthcare materials and equipment for the institution’s need.
c) Provide information dissemination to our members and the institution
d) Provide educational opportunities for the institution
TNIMAA is an independent body and not a constituent of TNIMA
ARTICLE 1:
HEADQUARTERS:
SECTION 1.
The Association shall be incorporated in State of New Jersey, in the United States of America.
SECTION 2.
The business activities of the Association may be legally conducted throughout the United States, Liberia and in
other parts of the world.
ARTICLE 2
OBJECTIVES:
SECTION 1.
To encourage and facilitate the educational development of the institution.
SECTION 2.
To promote the national interest and general welfare of the institution.
SECTION 3.
To foster awareness for the purpose of promoting unity and solidarity among the various schools within the
institution.
SECTION 4.
To seek the general welfare, social and educational advancement of the institution
ARTICLE 3
MEMBERSHIP:
SECTION 1.
Full membership shall be opened only to graduates and former students and staff of the
institution.
SECTION 2.
Associate membership shall be opened to all with interest in the
Association
SECTION 3.
Honorary membership shall be open to those with vested interested in the Association
ARTICLE 4
ORGANS
SECTION 1.
The organs of the Association shall be the:
a) Board of Directors
b) National Assembly (NA)
c) National Executive Council (NEC) consisting of
i. Executive Officers and
a) Standing Committees (SC)
ii. Chapter Officers
ARTICLE 5
SECTION 1. THE BOARD OF DIRECTORS (THE BOARD)
SECTION 1. 1 POWER
Responsible for advisory functions of the Association
To advice on recommendation on the proposed programs
To review expenditures in conjunction with the National Executive Council as outlined in the guidelines
To identify resources, financial and human for the Association
SECTION 1.2 CRITERIA FOR MEMBERSHIP
Strong moral and ethical character
Have interest in the mission of the Association
Does not have to be a member of the Association
Must be in good financial standing if alumni
Volunteer- no compensation
Must be nominated through the executive council to the National Assembly
The National Assembly will appoint the Board of Directors.
Board to elect its officers
SECTION 1.3. COMPOSITION
There shall be no less than three(3) and no more than five (5) membership to constitute the board
SECTION 1. 4 . THE BOARD
The board shall meet at least three (3) times annually; two of such meetings shall be conducted using
electronic media and one of such meetings shall be held face-to-face at a venue to be designated by the
consensus of the board members.
SECTION 2. THE NATIONAL ASSEMBLY:
SECTION 2.1: COMPOSITION
It shall consist of all full and associate members of the Association.
SECTION 2.2. POWERS
The National Assembly shall have the Followings powers:
a) It shall be the highest decisions- making body.
b) It shall elect the national officers.
c) It shall have the power to suspend and impeach National officers for violation of the constitution, code of
ethics and statutes of the organization.
d) It shall approve the Association’s annual budget.
e) It shall take disciplinary action against members in cases of misconduct and ethics violation.
f) It shall have the power to create new bodies it may deem necessary for the effective operation of the
Association.
SECTION 3. THE NATIONAL EXECUTIVE COUNCIL:
SECTION 3.1 COMPOSITIONS:
It shall consist of all executive officers and the chairpersons of the chapters or his/her designee.
SECTION 3.2 POWERS
1. It shall implement the decisions of the National Assembly.
2. it shall make decision on behalf of the national assembly in the case of an emergency. However, such
decisions must be reported to the National Assembly at its following scheduled meeting.
3. It shall prepare the organization’s budget.
4. It shall confirm appointments made by the President.
5. It shall call emergency meetings of the National Assembly.
6. It shall perform all other duties that are assigned to it by the National Assembly.
ARTICLE 6
OFFICERS AND DUTIES:
SECTION 1.
The Executive Officers of the Association shall be:
a) President
b) Vice President for Administration
c) Vice President for Operation
d) General Secretary
e) Assistant General Secretary
f) Treasurer
g) Financial Secretary
h) Chaplain
As of the election of 2011, there shall be only one vice president position and the roles will be amended
accordingly.
SECTION 1.2 DUTIES OF EXECUTIVE OFFICERS.
Implement the annual activities of the national assembly
Conduct the day-to-day activities of the association
Provide quarterly report to the board of directors and national executive council
Provide annual report to the national assembly at the convention
SECTION 2. THE PRESIDENT
• He/ she shall be the chief executive officer of the Association, and shall be responsible for the coordination
and implementation of the Association’s programs and policies.
• He/she shall be the principal spokesperson of the Association.
• He/ she shall appoint the chairperson and members of all standing committees, with the advice and
consent of the National Executive council and the Board.
• He/she shall preside over all the meetings of the National Assembly and the National Executive Council.
• He/she shall call emergency meetings of the National Assembly and the National Executive Council
• He/she shall submit an annual report to the national assembly, and reports to the board quarterly or as
deemed necessary by the board.
• Serve as ex-oficio and secretary of the Board of Directors
SECTION 3. VICE PRESIDENT FOR ADMINISTRATION
He/she shall be the principal deputy to the President
He/she shall assume the office of the president in the cases of absence, resignation, impeachment, illness or
death
He/she shall assist the president with coordination of the activities of all standing committees.
He/she shall assist the President with other internal (USA) functions of the Association.
SECTION 4. VICE PRESIDENT FOR OPERATION
He/she shall be the third principal administrative officer of the Association
He/she shall serve as the liaison with the institution.
He/she shall assume the office of the President if both the President and Vice President for Administration
cannot
perform their roles due to incapacitation, resignation, impeachment, illness or death.
Oversee the tactical implementation of the projects of the association.
SECTION 5. GENERAL SECRETARY
He/she shall be the chief custodian of all the records of the Association
He/she shall record the minutes of all meetings of the National Assembly and the National Executive Council
He/she shall be responsible for correspondence and other clerical functions
He/she shall be responsible for the preparation and the sending of citations for all meetings of the National
Assembly and the National Executive Council
Assist the president with coordination with the public affairs committee
He/she shall perform all other duties that may be assigned by the National Assembly and the National
Executive Council
Shall be a signatory to the association bank account(s).
SECTION 6. ASSISTANT GENERAL SECRETARY
a) Function in consult with the general secretary
b) Shall assume the office of the general secretary in the case of absence, resignation, impeachment,
illness or death
c) He/she shall perform all other duties that may be assigned by the national assembly and the national
executive council
SECTION 7. TREASURER
He/she shall be responsible for maintaining proper account of the Association’s finances
He/she shall be the custodian of the Association’s financial account
He/she shall be responsible to deposit the Association funds into the account of the Association
He/she shall serve as member ex-officio of the Ways and Means Committee
Shall be signatory to the Association bank account(s).
SECTION 8. FINANCIAL SECRETARY
He/she shall be the custodian of the Association’s financial records
He/she shall be responsible for the collection of dues
He/she shall prepare all vouchers and checks in consonance with the approved budget and other approved
allocations.
He/she shall prepare and keep records of other financial activities of the Association
He/she shall coordinate financial records with the various chapters.
Shall be signatory to the association bank account(s)
SECTION 9. CHAPLAIN
He/she shall conduct the spiritual/religious activities of the Association.
Serve as ex-officio on the ethic and code of conduct committee
ARTICLE 7
CHAPTERS:
SECTION 1.
Chapters shall be established in the various states of the United States and in other parts of the world.
SECTION 2.
Each chapter shall devise its own organizational structure and elect its own officers, provided that such action is
in conformity with the mandate of the Association Constitution and By-Laws.
SECTION 3.
Chapters may formulate and implement their own programs, provided they do not contravene, in part or whole,
the Association’s plan of action.
SECTION 4.
Chapter leadership shall consist of the following officers:
Chairman
Co-Chairman
Secretary
Treasurer
Financial Secretary
Chaplain
ARTICLE 8
MEETINGS:
SECTION 1.THE NATIONAL ASSEMBLY (NA):
• The National Assembly will meet once a year in August, at a place to be designated for the annual
convention through voting by the National Assembly. The National Assembly shall also meet monthly or as
needed via conference calls or other applicable means
• Emergency meetings may be called by the president with the advice and consent of the board, and/or by a
two-thirds of the chapters chairpersons or designee(s).
• Emergency legislative meeting may be called by the president with the advice and consent of the board,
and/or by a two-thirds of the chapters chairpersons or designee(s).
SECTION 2. THE NATIONAL EXECUTIVE COUNCIL (NEC):
The regular meetings shall be held quarterly in a place including a mid-year mini-convention and to be
designated
by it or by electronic means if necessary.
Emergency meetings may be called by the President.
Emergency joint meeting with the board may be called by the president or the board.
SECTION 3. QUORUM:
The National Assembly: representation from two-thirds of the chapters and/or their general membership shall
constitute a quorum. All decisions, excluding the impeachment of national officers and the expulsion of
members, shall be made by a simple majority vote.
The National Executive Council: a simple majority of the members shall constitute a quorum. All decisions shall
be made by simple majority vote.
ARTICLE 9
TERMS OF OPERATION:
SECTION 1.
The Association, through its designated officials, is empowered to solicit funds from public entities or the
general public, and private groups and individuals with the primary purpose of funding a part and/or the whole
of its programs and projects both at home and abroad.
SECTION 2.
The Association is organized to serve a public purpose. Accordingly, it shall remain so subject to the direct
supervision of its National Assembly, Board and National Executive Council.
SECTION 3.
The raison d’etre for the formation of the Association is not for pecuniary gains or profit making but to serve a public function or interest. Hence, services
rendered to the Association by chapters or auxiliary functionaries shall be voluntary without compensation or pay. However, a reasonable honorarium may be
given to an individual or group of individuals for special services rendered the Association in keeping with the appropriate
laws.
SECTION 4.
All real and personal properties that are purchased, erected or rehabilitated by the Association shall be
deemed for the use of the Association or any other entity that may be so authorized to use such facilities.
SECTION 5.
The Association shall have the right to enter into contracts, acquire and owned tangible and intangible property
either by purchase, donation, and gifts or in form and manner appropriate for the Association benefit and use.
The Association may sell, transfer, encumber, assign, and dispose of property so acquired in any manner and
form that the Association may deem suitable, except the constitution or other existing law prohibits such action
or such action may not serve the best interest of the Association.
SECTION 6.
In the event of dissolution any asset incurred after settlement of all the Association obligations, shall be
distributed and dispose of, entitled to the property (ies) may convened in fees only, and in other forms as may
be prescribed by the Association, in consonance with the not for profit cooperation laws of the State of
incorporation, USA and or the Liberian court of law.
ARTICLE 10
ELECTIONS AND TERM OFFICE:
SECTION 1. NATIONAL ELECTIONS:
The election of Executive Officers shall be held in keeping with the terms of the Constitution and By-laws. Only
members who have fully fulfilled their responsibilities shall be eligible to vote and run for office. The voting shall
be by secret ballots and the winners shall be determined by plurality.
SECTION 2: CHAPTER ELECTIONS:
The election of all chapter officials shall be conducted in accordance with the rules and regulations of
respective chapters, which must be in conformity with the National Association’s Constitution and By-Laws.
SECTION 3:ELECTION COMMISSION:
The President shall appoint an Election Commission, with the advice and consent of the National Executive
Council and Board of Directors, at least four months prior to the holding of the election for the executive officers.
The commission is empowered to formulate guidelines for the election.
SECTION 4: TENURE OF OFFICE:
Executive Offices: All executive officers shall serve for a period of three(3) years. No officer may serve for more
than two consecutive terms.
Chapter Offices: All officials of chapter shall serve for a period of two years. They may be re-elected for
succeeding terms.
SECTION 5: VACANCIES:
National Offices: Vacancies for the offices of President and Vice President for Administration shall be filled in
accordance with the succession provision of the Constitution and By-Laws. The National Executive Council,
with the advice and consent of the Board, pending the annual regular meeting of the National Assembly, may fill
all other vacancies. The National Assembly may concur with such appointment or may proceed to elect
someone else to fill the vacancy.
Chapter Offices: All vacancies shall be filled in accordance with rules and regulations of each chapter.
However, such decisions or actions must be reported to the National Executive Council, the Board and the
National Assembly.
ARTICLE 11
FINANCES:
SECTION 1.SOURCE OF REVENUE:
The Association may receive money from gifts, donations, dues, and project proposal/ grant and from all other
legitimate sources.
SECTION 2 MEMBERSHIP DUES:
Each member of the association shall be required to pay a monthly due to be determined by the National
Assembly as outlined in the guidelines
SECTION 3. SPECIAL TAXATION:
The Association may raise money from development and other activities through taxation and/or voluntary
contributions from its membership.
SECTION 4. THE COLLECTION AND DISBURSEMENT OF FUNDS:
All monies of the Association shall be collected by the Financial Secretary and deposited by the Treasurer in the
Association’s account in the bank(s) to be designated by National Assembly. All disbursements of funds shall
be done in accordance with the Association’s approved annual budget or by the authorization of the National
Assembly and the National executive Council. For each financial transaction, the Treasurer shall prepare a
voucher and check.
SECTION 5. SIGNATORY TO THE ACCOUNT
Following executives officers shall be signatory to the Association account(s):
Treasurer
General Secretary
Financial Secretary
There shall be no separate account by chapters.
ARTICLE 12
CODE OF CONDUCT:
SECTION 1. NATIONAL AND CHAPTER OFFICERS:
All officials of the Association are required to uphold the National and By-Laws and to conduct themselves in a
respectable manner at all times.
SECTION 2. MEMBERS:
All members of the Association are required to fulfill their obligations both under the provisions of the
Constitution and their respective chapter rules and regulations. This entails, inter alia, the refraining from all
activities that may be injurious to the goals and objectives of the Association and its public image.
SECTION 3. DISCIPLINARY ACTION:
National and Chapter Officers: Any official who violates the responsibilities of his or her office and/or other
provisions of the Constitution and By-Law of the Association may be warned, suspended or impeached in an
appropriate manner by the National Assembly. Such actions will be investigated by the Ethics and Code of
Conduct Committee and necessary recommendations given to the Board, National Executive Council or the
respective Chapter for the disciplinary action.
Members: Any member of the Association who fails to meet part of and/or the entirety if his or her obligations
and responsibilities to the Association, may be warned and/or suspended from the Association. Chapters are
empowered to effect warnings and suspensions, but such actions mush be reported to the Board and National
Executive Council.
Procedures: Any officers or member who is accused of the dereliction of duties and responsibilities must be
informed of the charge or charges, and be given the right to defend himself or herself. No disciplinary actions
must be taken without a thorough investigation, in keeping with due process.
ARTICLE 13
AMENDMENT:
SECTION 1.
An amendment to the National Association’s Constitution and By-Laws may be recommended by the National
Assembly, the National Executive Council, and at least two-third of the chapters. In all such cases, the proposed
amendment must be filed with the General Secretary at least three months prior to the annual meeting of the
National Assembly. The Assistant General Secretary must immediately report said action to the National
Executive Council no more than one week after the receipt of the proposed Amendment. In addition, he/she
must circulate the proposed amendment to all members of the Association, at least two months prior to the
annual meeting of the National Assembly.
SECTION 2.
All amendments must be approved by two- thirds of the Chapters delegation in attendance at the National
Assembly meeting.
ARTICLE 14
MISCELLANEOUS PROVISIONS:
SECTION 1. MOTTO:
Responding Responsibly to Responsibility
SECTION 2. COLORS:
Navy Blue, gold and white
SECTION 3. LOGO:
The National Executive Council shall determine the logo of the National Association with the consent and
approval of the National Assembly. The Approved logo at the First National Convention in the City of
Philadelphia, Pennsylvania, USA on July 30, 2005 is shown below.
SECTION 4. TRANSITIONAL PROVISIONS:
This Constitution and By-Laws shall come into effect after it has been ratified by the membership, with National
and Chapter elections conducted and the Executive Officials inducted.
ARTICLE 15
This corporation is organized and operated exclusively for religious, charitable and educational purposes within
the meaning of section 501(c) (3) of the internal revenue code.
Notwithstanding any other provisions of the articles, the corporation shall not carry on any other activities not
permitted to be carried on (a ) by a corporation exempt from federal income tax under section 501 (c ) (3 ) of
internal revenue code of 1986 ( or the corresponding provision of any future United States internal revenue law
) or ( b ) a corporation contributions to which are deductible under section 170 ( c) (2 ) of the internal revenue
code of 1986 ( or the corresponding provision of any future United States internal revenue law).
No part of the net earning of the corporation shall inure to the benefit of, or be distributed to its members,
directors, officers, or other private persons, except that the corporation shall be authorized and empowered to
pay reasonable compensation for services rendered and to make payments and distributions in furtherance of
the corporations exempt purposes.
No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise
attempting to influence legislation, and the corporation shall not participate or intervene in any political
campaign (including the publishing or distribution of statements) on behalf of , or in opposition to, any
candidate for public office.
Upon winding up and dissolution of this corporation, after paying or adequately providing for the debts and
obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or
corporation which is organized and operated exclusively for charitable, educational, religious, and or scientific
purposes and which has established its tax exempt status under section 501 (c) (3) of the internal revenue
code.
BRIEF HISTORY OF THE CONSTITUTION