Bylaws

 

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Title I. General Framework

 

 

Article 1

 

The name of the organization shall be the “Cameroon Professional Society Inc” herein referred to as The CPS

 

Article 2 (1)

 

The CPS, incorporated under the laws and regulations of the State of Maryland, United States of America (USA), is a non-political and development-oriented non-profit organization.

The headquarters of The CPS shall be in the State of Maryland, United States of America (USA). The Board of Trustees may decide to change the headquarters with regards to the best interest of The CPS.

 

Title II. Goals and Objectives ~ Mission Statement

 

 

Article 3

 

Purposes and Objectives

 

Develop leadership qualities and capabilities through action, development projects, and reflection – and by providing an environment in which participants can learn through others and through interrogating different theories and models of economic development…

Grow a new generation of organizational leaders who want to have an impact on the world by serving and changing their local communities. In so doing, gain a strategic perspective on the role of leadership in the effective management of essential organizational resources.

Develop and implement cultural exchange and social programs among Cameroonian professionals in the U.S. Provide a supportive and safe forum needed for professional and socio-economic integration.

To initiate and sponsor community development projects toward Cameroon and in the United States as necessary.

Identify socio-economic needs of the Cameroonian population (in US and Cameroon) and partner with local and external development organs in order to propose solutions.

Liaise with Cameroonian decision makers (private, public, civil society) on emerging issues affecting the sustainable development of the country.

Instill the dynamics of scholarly excellence by promoting Cameroon (locally and internationally) in the marketplace of ideas and by debating and publishing defining issues of the nation’s society, ranging from, but not limited to, economics, law, history, politics, education, culture, science, administration, health and social welfare.

 

Title III. Membership

 

 

Article 4

 

Membership Eligibility and Requirements

 

Full membership is open to Cameroonian nationals living in the USA, regardless of gender, race, ethnicity, religion or political affiliation, and irrespective of whether or not they have acquired any other foreign citizenship. In this respect, a “Cameroonian national” should be construed to mean anyone born to at least one Cameroonian biological or adoptive parent, and includes naturalized citizens of Cameroon. The Board of Trustees reserves the right to request evidence in support for any application to become a Fellow of The CPS. Membership may be extended to other nationals who subscribe to and agree with the vision and mission of CPS as determined by the Board of Trustees.

 

Article 4 (1)

 

There are five (5) types of membership in the CPS.

 

Article 4 (2)

 

Fellows (FCPS)

The CPS Fellow designation is awarded to select CPS Associate members who have made significant contributions to the advancement of the goals of the Cameroon Professional Society. Fellows are nominated annually to the Board of Trustees by the Nominating Committee and inducted annually during the Distinguished Annual Congress of the CPS. CPS Fellows are professionals in various fields of specialty. The number of Fellows is limited by the CPS bylaws to be no more than 10% of the total CPS membership. They hold at least a bachelors degree and are nominated based on demonstrated participation in CPS activities and work within the Cameroonian community. They are the highest ranking members of the CPS. Only current CPS Fellows can submit a Fellow Nomination. These members are strongly encouraged to submit worthy candidates for this special membership classification. The deadline for nominations is March 1st.

Eligibility:

Cameroonian professional and Associate CPS Member

Resident in the United States

Holds at least a bachelors or equivalent

Must be nominated by a current Fellow of the CPS

Responsibilities:

Current on dues

Participate in CPS sponsored symposia

Submit reviews, opinion articles to the Journal of Cameroon Affairs (JOCA)

Participate in standing committees

 

Article 4 (3)

 

Associates

Associates are general members of the CPS and are Cameroonian professionals residing in the United States. Any Cameroonian with at least a bachelor’s degree is eligible for membership. This includes graduate students and young professionals. Other professionals, who may not necessarily hold a Bachelor’s degree such as, but not limited to, professional artists, athletes, business men and women, are eligible for membership.

 

Eligibility:

Cameroonian professional

Resident in the United States

Holds at least a bachelors or equivalent

 

Responsibilities:

Current on membership dues

Participate in CPS sponsored symposia

Submit reviews, opinion articles to the Journal of Cameroon Affairs (JOCA)

Participate in standing committees

 

Article 4(4)

 

Student Members

Student membership is extended to Cameroonian students enrolled full-time in undergraduate degree programs in the United States.

The CPS offers a variety of Scholar awards and travel grants that provide financial support for attendance at The CPS Distinguished Annual Congress and special symposia/conferences.

 

Article 4(5)

 

International Members

International members are Cameroonian professionals residing in countries other than the United States. They must hold a minimum of a Bachelor’s degree and must meet all the requirements to be an Associate of The CPS. International members enjoy the benefits offered by The CPS to all Associates.

 

Article 4(6)

 

Honorary Members

An Honorary Member is an individual who has attained acknowledged eminence in his/her profession and/or within the Cameroonian community.

Whether elected from within the membership of the CPS or from beyond its rolls, Honorary Fellows are entitled to all the privileges of the CPS and are exempt from the payment of entrance fees and annual dues. The total number of Honorary Fellows elected in any year should not exceed one for every 300 CPS members. Members of the Board of Trustees are ineligible for election to honorary membership during their terms of active membership on the Board.

 

Article 5

 

Cessation and Termination of Membership

 

Membership ceases when the registered member dies, discontinues the payment of her/his dues for more than ONE YEAR, expressly resigns, or is dismissed in accordance with rules set up by the Board of Trustees.

 

 

 

Title IV. Organs ~ Management ~ Supervision and Control

 

 

Article 6

 

The major organs of The CPS are: the General Assembly, the Board of Trustees, the Executive Bureau, and the Advisory Board.

 

 

Article 7

 

The General Assembly

 

Article 7 (1)

 

The General Assembly (GA) is made of all lawfully registered and dues paying members of The CPS, as per Article 4 (2) & 4 (3) above. Its major responsibilities include:

Ratification of the general objectives, goals and plan of action.

Assessment of the annual membership dues.

Review of activities and accounts.

Participation in and planning of various events and projects.

 

Article 7 (2)

 

The majority of decisions are taken during the Distinguished Annual Congress and other conferences.

 

 

Article 8

 

The Board of Trustees

Article 8 (1)

 

The Board of Trustees is the moral, ideological, and legitimate entity that exercises a supervisory control over the functioning of the CPS, making sure that its goals and activities as spelled out in Article 3 above are geared towards the best interests of its constituents.

 

 

Article 8(2)

 

The major attributions of the Board of Trustees include, inter alia:

General policy and planning. It is a strategy and policy decision making organ.

Advise the Executive Bureau on the best interests of The CPS.

Submit a written comment on the yearly Plan of Action of the Executive Bureau, coupled with necessary recommendations.

Submit a written appraisal/evaluation of the activities of the Executive Bureau at the end of every budgetary year, and make necessary policy recommendations.

Approve the Program/Plan of Action of the Executive Bureau.

Conduct/Commission, and publish a Financial Audit of the activities of the Executive Bureau at the end of every budgetary year.

Ensure that activities are carried out in compliance with the laws and regulations of the United States and the State of Maryland.

Make sure that the Executive Bureau is operating in accordance with the present Constitution/Bylaws.

Approve amendments to the Bylaws in accordance with Article 18 below.

 

Article 8(3)

 

The Board of Trustees shall meet at least twice a year: Once to submit written comments on the Plan of Action of the Executive Bureau and once to do likewise on the End of Year Report of activities. The Board of Trustees may meet physically or via any suitable means including by telephone or conferences. If deemed appropriate for the issue to be discussed, electronic mail communication may suffice for such meetings.

Reports of the Board of Trustees are made public and distributed to other members.

 

Article 8(4)

 

The initial Board of Trustees shall comprise of 9 members. At no time shall the membership of the Board exceed 15 members.

Chairman/Chairwoman

Vice Chair, Strategy & Policy Planning

Vice Chair, Operations Management

Rapporteur (Spokesperson)

Policy & Planning Advisors

The President is an ex officio member of the Board of Trustees. Both functions cannot be cumulated, meaning a permanent member of the Board of Trustees cannot be elected President.

 

Article 8 (5)

 

Membership of the Board of Trustees is by express solicitation only. Trustees will be recruited by the initial Executive Bureau to fill the various needs of the Board. A Search Committee, chaired by the President, will coordinate the recruitment and retention of Board Members. Upon nomination, admission and acceptance into the Board, nominees come together and designate members to various positions within sixty days (60) days of the official announcement of the nomination. Upon recommendation from the Chair, the number of Board members can be adjusted anytime to meet the needs of The CPS.

 

Article 8(6)

 

Meetings of the Board of Trustees

Article 8 (6) (1)

 

Meetings are convened by its Chair, and its Resolutions presented to the floor by the Rapporteur/Spokesperson.

Article 8 (6) (2)

 

The Board of Trustees adopts its own internal rules. In case of a tie in voting, the Chair has the casting ballot.

 

 

Article 8(7)

 

In the event the Executive Bureau fails to function according to provisions of the CPS’s Bylaws, the Board of Trustees may initiate a motion to partially or totally dismiss its members. The Board’s decision, which is taken on an absolute majority vote, shall be final.

Article 8 (8)

 

In the event the Executive Bureau is dismissed by the Board of Trustees, the Board shall assume the responsibilities of the Executive function for the CPS until such time as a new Executive Bureau is commissioned but not exceeding ninety (90) days.

 

Article 9

 

The Executive Bureau

Article 9 (1)

 

The Executive Bureau (The Bureau) is the administrative organ of The CPS. It is responsible for both the day-to-day management of The CPS’s activities and developing business plans for the long term future thereof. In addition, it implements the decisions taken by the General Assembly, upon the recommendation of the Board of Trustees.

Article 9 (2)

 

The Executive Bureau shall take initiative to play a leadership role in policy implementation. In this regard, it proposes a very detailed plan of action for approbation by the Board of Trustees.

Upon approval of the yearly plan of action by the Board of Trustees, the Executive Bureau develops and implements the strategic plan for the CPS in the most cost effective and time efficient manner.

 

Article 9(3)

 

When fully complemented, the following officers shall make up the Executive Bureau:

 

President

Executive Secretary

Executive Assistant Secretary

Chief Operating Officer (COO)

Chief Financial Officer (CFO)

Chief Marketing Officer

Chief Human Resource Officer

Chief Legal Officer (General Counsel)

Program Directors

 

Article 10

 

The Advisory Board

Article 10 (1)

 

Made of people with excellent knowledge of Cameroon development issues. It serves as an informal reference to the Board of Trustees, the Executive Bureau as well as the General Assembly.

Advisory Board membership shall not be open to more than 8 members. They should be at least 30 years old as of January 1st of the corresponding year.

Their appointment is for three years, renewable once only.

 

Article 10 (2)

 

Nominations are made on the basis of propositions by the President, and confirmed by the Board of Trustees. Each nomination should be followed by at least a 400 words personality profile.

 

Article 11

 

Roles and Duties of Officers

 

Article 11 (1)

 

The President

Chief Administrative Officer of The CPS. As such, he/she implements the strategic plan for The CPS in the most cost effective and time efficient manner.

Responsible for both the day-to-day management of The CPS and developing business plans for the long term future of the organization.

Initiate and propose to the General Assembly and Board of Trustees a detailed Plan of Action and Annual Budget. Both the Plan of Action and the Annual Budget shall be submitted in a written format.

Appoints various Program Directors.

Represents the CPS in an official capacity on public occasions.

Observes that the Constitution, Rules and Regulations, Articles of Incorporation of The CPS are being adhered to, and that all the affairs and duties of the Office bearers within The CPS are carried out properly.

Co-review and co-approve all financial undertakings.

Is the co-custodian of the official seal and letterheads.

The President is accountable to the Board of Trustees and the membership of The CPS. It is the Board that grants the President the authority to “run” the organization.

Article 11 (2)

 

Chief Operating Officer (COO)

Performs the duties of the President in his/her absence.

Manages The CPS operations by directing and coordinating activities consistent with the established goals and objectives.

Implements programs to ensure attainment of strategic plan for growth and profit.

Provides direction and structure for operating units.

Provides effective and inspiring leadership as well as stewardship of all programs and projects of The CPS.

Ensures that all program activities operate consistently within the mission and vision of The CPS.

Prepares and submits an annual operational budget for approval.

Must be a good relationship builder and communicator, with willingness to lead a diverse work team to engage various partners as well as the Cameroonian community.

Identify sources of funding and scholarships opportunities for Cameroonian students to study in Cameroon.

Submit a written report of activities at the end of the year to the Executive Secretary.

Must demonstrate strong managerial and leadership skills.

Follows direction set up by the President and the Board of Directors.

Reports to the President.

Must have excellent written and oral skills. Possess the ability to motivate and maintain effective working relationships with the rest of the Executive Bureau.

An MBA or Master’s degree in Management is a plus but not required.

 

 

Article 11 (3)

Chief Financial Officer (CFO)

· He/she directs all financial activities of the CPS.

· All audits are ultimately the responsibility of the CFO although the day-to-day communications are handled by the Controller/Treasurer.

· Oversees all CPS accounting practices, including accounting departments, preparing budgets, financial reports, taxes and audit functions.

· Directs financial strategy, planning and forecasts, conferring with the President and other departments.

· Supervises investments and raising funds for the CPS

· Studies, analyzes and reports on trends, opportunities for expansion and growth of the CPS.

· Responsible for the receipt, custody and safe keeping of the CPS’s funds.

· Maintains records, documentation and archives of all transactions and disbursements requested by the President and the Financial Comptroller.

· Manages the affairs of the CPS in the absence of both the President and Chief Operating Officer.

· Reports to the President.

· Certified Public Accountant Master’s degree in Accounting or Finance is desired but not mandatory. He/she should be up to date on current financial and accounting applications.

 

Article 11 (4)

Executive Secretary & Assistant

Responsible for maintaining accurate minutes of all officially sanctioned meetings.

Supervises and controls the activities of other members of the Executive.

Receives Reports from various Program Directors.

Ensures that Reports from Committees are forwarded in due and timely manner.

Initiates, coordinates, and presents a written report summarizing the activities of the CPS throughout the year.

 

Article 11 (5)

Chief Marketing Officer (CMO)

The CMO is primarily responsible for the areas of marketing communications (including promotions and advertising), public relations and research on new opportunities for the CPS.

Designs, implements and facilitates the annual marketing plan of the CPS.

Plans and administers the marketing budget of the CPS

Oversees electronic marketing efforts including supervision of website design and maintenance.

Reports directly to the President.

Must possess top level business management, interpersonal and facilitation skills.

He/she is appointed by the President and approved by the Board of Trustees.

 

Article 11 (6)

Chief Human Resource Officer (CHRO)

Supervises individual and corporate recruitment for the CPS.

Works closely with the President and Chief Operating Officer to design member benefits and other perks.

Is responsible for liaising with other organizations to promote the vision of the CPS.

Must have good interpersonal skills

Reports to the President.

He/she is appointed by the President and approved by the Board of Trustees.

 

Article 11 (5)

General Counsel

The General Counsel is principally responsible for advising the CPS on a range of legal issues including strategic decisions, bank and foundation investments, non-profit transactions, intellectual property, human resources and other issues.

Oversee contracts department operations to review, analyze and negotiate contracts, tracking for all contracts (including signed and unsigned agreements) and interfacing with other departments.

Administers the Oath of Office for all newly appointed members of the Executive Bureau and new trustees.

Reports to the President

Must have a J.D. Degree from an accredited law school and admitted to the Bar of any of the 50-states plus the District of Columbia.

Must have strong communications skills. He/she is appointed by the President and approved by the Board of Trustees.

 

Article 11 (8)

Treasurer / Controller

Submits written quarterly report of the CPS’s finances (including financial statements).

In Charge of all accounts payable for the CPS and reconciliation of all bank accounts.

Keeps financial documentation and archives (Membership dues, fundraising activities, etc)

Co-signer, with the President, of bank checks.

Appointed by the President and does not require Board approval.

 

Article 12Program Directors

 

Article 12 (1)

Director, Budget & Fundraising

Director, Marketing & Corporate Communications

Director, International Relations & Community Development

Director, Research & Publications

 

Article 12 (2)

All Program Directors are appointed by the President, who may create new positions as opportunities warrant. Program Directors do not require Board approval to be appointed.

 

Article 12 (3)

All Program Directors must present in writing an Annual Plan of Action. Reports of their activities should be done in a similar format on a semester basis.

 

 

Article 13Specific Program Directors

 

Article 13 (1)

Program Director, Research and Publications

Design and develop a policy for the long term publication of an academic journal on anything like the “Journal of Cameroon Affairs – JOCA”

First hand planning of the Distinguished Annual Congress on Cameroon with emphasis on Development and Academics.

Identify potential academic journals that could be suitable for tertiary institutions, especially, Cameroonian universities, and propose a policy or strategy for their continuous subscription and distribution.

Identify and propose research questions to be pursued by the CPS

 

Article 13 (2)

Program Director, International Relations & Community Development

Responsible for community and development aid towards Cameroon.

Initiate and foster contacts with the Cameroonian Diaspora.

Identify non-governmental organizations (NGOs) and entities in the United States or elsewhere likely to offer support of any nature that can improve the quality of life and socio-economic conditions in Cameroon.

Submit a yearly written report of activities carried out to the Executive Secretary and then to the General Assembly.

Initiate contacts and partnership with other peer organizations.

 

Article 13 (3)

Program Director, Marketing and Corporate Communications

Responsible for the internal communication (informative Emails, venues of meetings, special events, announcements of general nature concerning members).

Conduct a census of members, identify and recruit members and maintain an up to date database of the active membership.

Advertise the activities and image of the CPS to the general public.

Initiate and coordinate activities leading toward the creation and maintenance of a website for the CPS.

The Bureau may at her discretion designate and appoint any other Committee or officer as is deemed to be in the best interests of the CPS.

 

Article 13 (4)

Program Director, Budget & Fundraising

Assists the Bureau in assets development and fundraising.

Maintain contact with members and remind them of their financial obligations.

Initiate and make recommendations on fundraising opportunities and ideas.

Initiate, design and follow up endowment and grant applications.

Submit a yearly written report of activities carried out to the Executive Secretary and then to the General Assembly.

 

Article 14 Special Requirements for Strategic Leaders

 

Article 14 (1) (a)

Members of the Board of Trustees must be at least 25 years old as on January 01st of the corresponding year.

 

Article 14 (1) (b)

One member of the Board could be less than 25. At no time should the Board of Trustees be staffed by more than one member who is less than 25 years old, as on January 01st of the corresponding year.

 

Article 14 (1) (c)

The President and principal members of the Executive Bureau (General Counsel, CFO, COO, CMO, and CHRO) shall be at least 25 years old as on January 1st of the corresponding year.

 

Article 14 (1) (d)

Before nomination to the Board of Trustees can be confirmed, the prospective member shall meet the following requirements: (1) Present in writing a Personal Statement clearly defining his/her views of the CPS, as well as his/her vision thereof; (2) an Inaugural Lecture on any striking issue (professional, policy, political, economic, socio-cultural, environmental, history, science, etc…) facing the Cameroonian community and Cameroon.

 

Article 14 (1) (e)

The Inaugural Lecture referred to in Article 14 (1) (d) aboveshall be at least 2000 words and shall be renewed every three years on a different topic. Subsequent Lectures shall be referred to as “Leadership Development Lecture.” The said Lecture (s) shall be published by the Communications Department or its corresponding affiliate.

 

Article 14 (1) (f)

 

In order to run for the position of President, the prospective candidate shall submit to the Nominating Committee, in addition to other criteria set up by these Bylaws, all the following requirements:

(i). Submit in writing a detailed Plan of Action for at least the following year.

(ii). Submit in writing a prognostic and futurist view of the major undertakings planned for the second and third year of the mandate.

(iii). Submit in writing a tentative Budget clearly explaining the sources of income and expenditure for the first year of office.

 

Title V. Elections ~ Term of Office ~ Vacancy

 

 

Article 15 (1)

Members of the Executive Bureau and Program Directors will serve for three year terms. The year begins on September 1, and ends on August 31st

The positions of President, Chief Operating Officer and the Chief Financial Officer are elected by the general assembly by a single majority.

The President-Elect, the Chief Operating Officer and the Chief Financial Officer will have 30 days to put together an Executive Bureau and submit to the Board of Trustees for approval.

The President appoints Program Directors, who do not require Board confirmation.

 

Article 15 (2)

Members of the Executive Bureau and Program Directors can only serve a maximum of two (2) conservative terms.

 

Article 15 (3)

The incumbent President will initiate the formation of an Electoral Board to conduct elections. Recourse to consensus is highly encouraged, but not required. In nominating and selecting candidates to various positions, a close attention shall be paid to full representation by gender and geography (region of residence within the US).

 

Article 15 (4)

· In the case of vacancy of the position of President, the Chief Operating Officer takes over for the remainder of the mandate.

 

Article 15 (5)

· In the event that any other office becomes vacant, the President shall appoint a new officer and that person will serve for the balance of the term.

 

Article 15 (6) Dismissal from office of an Executive Member

· Article 15(6) (a). An executive member will be recalled from office prior to the end of his/her term if found incompetent or guilty of, but not limited to, the following: fraud, lack of participation, and poor attendance.

 

· Article 15(6) (b). Any Associate or Fellow of the CPS can submit a dismissal request to the Bureau. It is the responsibility of the applicant to submit evidence in support of his/her claim. Such a vote shall be supported by at least 70 per cent of all Associates and Fellows of the Council at the time of action. In addition, the Board of Trustees must supplement the decision of the General Assembly with an absolute majority vote in favor of the proposed disciplinary action.

 

Article 15(7) Executive Bureau Meetings

 

· The Executive Bureau may hold at her convenience extraordinary sessions to discuss specific issues if special circumstances warrant.

· The Executive Secretary shall provide a Report of the said meeting to the General Assembly in the form of Final “Communiqué.”

 

Title VI. Banking and Finances

 

 

Article 16: Financial Management and Control

 

Article 16 (1)

Each member of the CPS is required to pay financial contributions as determined and approved by the Board of Trustees, as well as other contributions for group activities as approved by members.

 

Article 16 (2)

Contributions are essentially geared towards the following: day-to-day administrative functioning, Community action and development projects. The list is not exhaustive and the Bureau may redirect spending in accordance with the urgency of the matter.

 

Article 16 (3)

The CPS will maintain an active account with an accredited Banking Institution designated by the Board of Trustees.

 

Article 16 (5)

Financial statements will be presented by the Chief Financial Officer to members quarterly (March 31st, June 30, September 30, and December 31st). This statement shall clearly spell out sources of revenues and expenses as well as reconciliation of profit or loss.

 

Article 17 Sources of Funding

 

Article 17(1) Membership Dues

Members are required to contribute as follows:

 

Fellows: $250

Associates: $150

International Members: $150

Honorary Members: $0

Student Members: $50

 

Article 17 (2) Board of Trustees Leadership Fee.

In addition to other compulsory contributions spelled out in these Bylaws, all elected members of the Board of Trustees must pay a “Leadership Fee” of $200 per year. The ex officio member(s) of the Board of Trustees (President) is (are) exempted from this fee.

 

Article 17 (3) Voluntary Contributions during Meetings

During meetings/gatherings organized in areas of great concentration in accordance with Article 7 (2) above, voluntary contributions could be collected to offset the administrative functioning of the Council.

 

Article 17 (4)

The CPS also accepts grants, subsidies, endowments, donations and legacies to the benefit of the organization.

 

Article 17 (5)

The Executive Bureau can recommend any change or amendment of the above amount/financial contributions. This could entail, inter alia, requesting members to contribute and balance their account.

 

Title VII. Amendments

 

 

Article 18 (1)

· Any member may make proposed amendments to these Bylaws. The proposed amendment must be in writing and submitted to the Executive Secretary, clearly explaining the shortcoming of the current version and the advantages of the proposed amendment. Oral propositions of amendment are null and void.

 

Article 18 (2)

· Questions pertaining to the amendment of these Bylaws can only be conducted by the Board of Trustees, which shall convene at an appropriate time designated by the Chair. Any amendment(s) made outside this timeframe is null and void.

 

Article 18 (3)

· For the amendment to be approved, only a simple majority vote by the Board of Trustees is required.

 

Title VIII. Miscellaneous Provisions

 

 

Article 19:

· This set of bylaws shall be discussed and adopted by all members during a Bylaws Committee meeting.

 

Article 20

For the Inaugural launching of CPS, all office holders who are, by virtue of these Bylaws, required to present an Inaugural Lecture shall exceptionally do so within three months (90 days) of the day their election has been confirmed.

 

Article 21

· These Bylaws shall serve as a guide to govern the CPS and its membership.

 

 

Adopted this day, November 10th, 2009.