THE CONSTITUTION COMMITTEE comprises
of the following honorable individuals:
Solomon          Nah                        Chaiman
Nathaniel         Dawonde
Asata                Kamara
Charleslyn        Bryant
Paul                 Cassel
Jibao                Musa
McDonald        Kpadeh
REVIEW AND REVISION OF THE DRAFT
CONSTITUTION WAS CONDUCTED IN MINNESOTA
BY THE FOLLOWING MEMBERS:
Mr. and Mrs. Moses Yoko(hosts),Dorbor
Kabbah, Mitchell Dorbor, Rufus Tartee,
Solomon Nah, Mr. and Mrs. Harvey, Mr. Alfred
Jaryan and Jallah Kennedy
CONSTITUTION

Preamble

We the members concerned with furthering educational, health and social development of Liberia with particular
emphasis on the healthcare community do hereby constitute ourselves into an organized group hereafter
referred to as the Tubman National Institute of Medical Art Association (TNIMAA)

The Tubman National Institute of Medical Art 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 educational opportunities and information dissemination to our members.
d)        Seek the welfare of our members.

TNIMAA is an independent body and not a constituent of  TNIMA
ARTICLE 1:
HEADQUARTERS:

SECTION 1.        
The administrative headquarters of the association shall be held in the 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 members of the association.

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 staff of the institution who are not graduates,
healthcare and allied professionals, the spouses of members and other interested
persons.                                                                                      

SECTION 3.        Honorary membership shall be open to those with vested interest in the association                

ARTICLE 4
ORGANS
Section 1.
The organs of the association shall be the:
·        Board of Directors
·        National Assembly (GA)
·        National Executive Council (NEC) consisting of
Ø        Executive Officers and
Ø        Chapter Officers
·        Standing Committees (SC).                                                                                                             
                
ARTICLE 5
Section 1. The Board of Directors (The Board)
Section 1. 1 Power
a)        Responsible to oversee the functions of the association
b)        To make necessary policies for the conduct of the association
c)        To make decisions on recommendation on the proposed programs  
d)        To authorize expenditures
e)        To identify resources, financial and human for the association
Section 1.2 Criteria for Membership
a)        Strong moral and ethical character
b)        Have interest in the mission of the association
c)        Does not have to be a member of the association
d)        Must be in good financial standing if alumni
e)        Volunteer- no compensation
f)        Must be nominated through the executive council to the National Assembly
g)        The National Assembly will elect the board
h)        Board to elect its officers
Section 1.3 Composition
a)        There shall be no less than five (5) and no more than seven (7) membership to constitute the board


Section 2. The National Assembly:

Section 2.1: Composition
a)        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 Organization 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:  
a)        It shall consist of all Executive officers and the officers of the various chapters.

Section 3.2 Powers
a)        It shall conduct day-to-day affairs of the association.
b)        It shall implement the decisions of the National Assembly.
c)        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 annual meeting.
d)        It shall prepare the organization’s budget.
e)        It shall confirm appointments made by the President.
f)        It shall call emergency meetings of the National Assembly.
g)        It shall perform all other duties that are assigned to it by the National Assembly.

Section 4.      Standing Committees

Section 4.1    The Membership and General Welfare Committee
a)        It shall be responsible for the recruitment and retention/maintaining contact with members.
b)        It shall conduct the processing and review of all applications for membership.
c)        It shall organize programs and activities for the purpose of not only acquainting new members about the
goals and policies of the association, but also to foster and maintain friendship and cooperation among old
members as well.
d)        It shall bring to the attention of the organization from time to time, information regarding the welfare of the
members-illness, death, job and other related problems

Section 4.2  Ways and Means Committee
a)        It shall devise ways and means, including fund raising programs that will generate revenues for the
association with the advice and consent of the board.
b)        It shall be responsible for social related activities.
c)        It shall develop strategies and recommend policies to the national executive council and board, on ways in
which the association may make an impact on issues relating to the institution.
Section 4.3 Public Affairs Committee
a)        It shall be responsible for the promotion of the association’s goal and objectives.
b)        It shall handle all publicity activities – newsletter, publication, mails, emails and the website amongst
others
c)        It shall be responsible for the gathering and analysis of information regarding the institution, and report it
to the Association.

SECTION 4.4 Educational Committee
a)        It shall be responsible for the promotion of viable education of members and students.
b)        It shall be responsible to conduct research on health related issues.
c)        It shall be responsible for the formulation of strategies that will enhance the implementation of
development projects and activities.
d)        It shall administer all other educational related projects and activities.

Section 4.5 Ethics and Code of Conduct
a)        It shall be composed of a chairperson and four other members
b)        It shall be ethical arm of the Association
c)        It shall ensure compliance with the Constitution and By-laws of the Association
d)        It shall maintain and enforce a public code of conduct that would guide the actions of the Association’s
officers and members
e)        It shall investigate and recommend action in all disputes between and amongst members and between
and amongst the various institutions of the Association.


ARTICLE 6
OFFICERS AND DUTIES:

Section 1. The Executive Officers of the Association shall be:
·        President
·        Vice President Administration
·        Vice President for Operation
·        General Secretary
·        Assistant General Secretary
·        Treasurer
·        Financial Secretary
·        Chaplain
Similar positions shall be elected in the various chapters as stipulated in Article 7, Section 4.


Section 2.   THE PRESIDENT
a)        He/ she shall be the chief administrative officer of the association, and shall be the principal   executive
responsible for the coordination and implementation of the Association’s programs and   policies.
b)        He/she shall be the principal spokesperson of the Association.
c)        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.
d)        He/she shall preside over all the meetings of the National Assembly and the National Executive Council.
e)        He/she shall call emergency meetings of the National Assembly and the National Executive Council
f)        He/she shall submit an annual report to the National Assembly, and reports to the board bi-annually or as
directed.


Section 3.   VICE PRESIDENT FOR ADMINISTRATION
a)        He/she shall be the principal deputy to the President
b)        He/she shall assume the office of the President in the cases of absence, resignation, impeachment,
illness and death
c)        He/she shall assist the president with coordination of the activities of the Memberships and Welfare;
Public Affairs; Ways and Means committees.
d)        He/she shall assist the President with other internal (USA) functions of the Association.
e)        He/she shall make quarterly reports to the President.

Section 4.   VICE PRESIDENT FOR OPERATION
a)        He/she shall be the third principal administrative officer of the association
b)        He/she shall serve as the foreign liaison.
c)        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.
d)        He/she shall assist the President with coordination of the activities of the Educational and Ethics and
Code of Conducts committee and shall make quarterly reports to the president.
e)        He/she shall serve as the liaison between the association, the institution and other institution at home
and abroad.  

Section 5.   GENERAL SECRETARY
a)        He/she shall be the chief custodian of all the records of the Association
b)        He/she shall record the minutes of all meetings of the National Assembly and the National Executive
Council
c)        He/she shall be responsible for correspondence and other clerical functions
d)        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
e)        He/she shall perform all other duties that may be assigned by the National Assembly and the National
Executive Council
f)        He/she be assisted by recording and corresponding aides from the various chapters in the performance of
duties

Section 6. ASSISTANT GENERAL SECRETARY
a)        Function in consult with the General Secretary
b)        Act in the absence of the General Secretary
c)        Coordinate the activities of the Chapters Secretaries
d)        Assist the General Secretary with linkage with the Financial Secretary

Section 7. TREASURER
a)        He/she shall be responsible for maintaining proper account of the Association’s finances
b)        He/she shall be the custodian of the Association’s financial account
c)        He/she shall be responsible to deposit the association funds into the account of the association
d)        He/she shall serve as member ex-officio of the Ways and Means Committee
e)        He/she shall make a quarterly report to the National Executive Council and an annual report to the
National Assembly.

Section 8. FINANCIAL SECRETARY
a)        He/she shall be the custodian of the association’s financial records
b)        He/she shall be responsible for the collection of dues
c)        He/she shall prepare all vouchers and checks in consonance with the approved budget and other
allocations, which may be made by the National Assembly and/or National Executive Council
d)        He/she shall prepare and keep records of other financial activities of the association
e)        He/she shall coordinate financial records with the various chapters.

Section 9.  CHAPLAIN
a)        He/she shall conduct the spiritual/religious activities of the association.
b)        He/she shall work toward preventing any cult activities that may affect the association.


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):
a)        The National Assembly will meet once a year during Liberian Flag Day weekend (August 24th), at a place
to be designated through voting during the National Assembly.
b)        Emergency meetings may be called by the President with the advice and consent of a two-third majority of
the members of the board, and/or by a two-thirds of the chapters

Section 2.  The National Executive Council (NEC):
a)        The regular meetings shall be held quarterly in a place including a mid-year mini-convention to be
designated by it or by electronic means if necessary
b)        Emergency meetings may be called by the President or a simple majority of members of the board.

Section 3.   Quorum:
a)        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.
b)        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 NJ, 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:
a)        Executive Offices: All executive officers shall serve for a period of two years. No officer may serve for more
than two consecutive terms.
b)        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:
a)        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.
b)        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 of $10.00; with 70% allotted to the
national Associations and 30% given in support of chapter activities.

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 a bank 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 and sign same along with the National President and any other designated national officers.

Section 5. Signatory to the account
At the National Executive level, the following shall be signatory to the Association account:
1.        Treasurer
2.        General Secretary
3.        Financial Secretary
Signatory to accounts at chapter levels shall be in accordance with guidelines developed by each chapter but
should include at least three persons.


ARTICLE 12

CODE OF CONDUCT:

Section 1.   National and Chapter Officers:
All officials of the Association are required to uphold the National and Chapter Constitutions 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:
a)        National and Chapter Officers:  Any official who violates the responsibilities of his or her office and/or
other provisions of the National and Chapter Constitution and By-Law may be warned, suspended or impeached
in an appropriate manner by the National Assembly. Such actions will be investigated by the Code of Conduct
and Ethics Committee and necessary recommendations given to the Board, National Executive Council or the
respective Chapter for the disciplinary action.
b)        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
National Executive Council.
c)        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 a Chapter. 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 regular
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 above.


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.  

Article 15 added and adopted in the City of Indianapolis, Indiana during the
Mid-year Mini-Convention from April 6-7, 2007.


Amendments

Adopted at the Second National Assembly, St. Paul, Minnesota August 26, 2006.

Article 5, section 1.3; and Article 8, section 4, an Amendment to expand the scope of the Tubman National
Medical Arts Association constitution.

WHEREAS, the expanding activities of the “Association” has created an impelling need for the diversification of
the composition of the board of directors and a larger number of its membership; and

WHEREAS, broadening the composition of the board of directors will expand the decision making capacity of the
board and resources mobilization capabilities; and

RECOGNIZING, the impact of the lack of constitutional mandate for the Board of Directors on the board’s
performance;

NOW, THEREFORE, we, the delegates constituting the General Assembly at the Association second national
convention held with the Minnesota Chapter in the City of St. Paul, Minnesota, August 25-27, 2006, do hereby
adopt the foregoing AMENDMENTS and DIRECT:

ARTICLE 5
SECTION 1.3. COMPOSITION
      
There shall be no less than five (5) and no more than eleven (11) membership to constitute the board.

ARTICLE 8
SECTION 4 . THE BOARD
The board shall meet 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.


GIVEN, under our authority,
This 26th day of August in the year two thousand and six

THIS CONSTITUTION WAS  ADOPTED DURING THE FIRST CONVENTION ON JULY 30,2005.
CONSTITUTION
The Tubman National Institute of Medical Arts (TNIMA) Association