La redaction des statuts est en court. Les debats tournent sur l’elaboration des textes a chaque reunion preparatoire. Malgre que la communaute en majorite preconise une orientation sociale, chaque togolaise et togolais a le droit de proposer tout texte et amendement a ce sujet. Nous allons battre campagne, debatre et voter lors du Congres, apres avoir explique aux gens les raisons de nos choix individuels et du vote collectif. Ainsi sera determinee la mission de l’association. A ce point nous acceptons toute critique dans les commentaires. Nous recevrons vos propositions de statuts et amendements aux textes publies sur ce site a travers les emails de la page « contact ». Revenez voir les textes qui seront postes dans quelques jours. Chacun doit prendre soin de les lire. Nous offrons une assistance en langue francaise et vernaculaire a ceux qui auront besoin de traduction pour mieux comprendre les textes, la mission, les objectifs, les strategies, les reglements ect….
Proposition de statuts: Textes Provisoires – En procedure de retouche et debats
ARTICLES OF INCORPORATION OF DIASPORA TOGO – USA
The name of the corporation is Diaspora Togo USA
The corporation shall have perpetual existence.
The corporation is organized exclusively for charitable. Educational. Social and Literary purposes within the meaning of section 501(c) (3) of the Internal Revenue Code or corresponding provisions of any future United States revenue law. Charitable purposes shall include the making of distributions to organizations qualifying as exempt organizations under Section 501(c) (3) of the Internal Revenue Code or corresponding provisions of any future internal revenue law. The purpose of the corporation is public benefit and shall include the following, when conducted for charitable, educational, social, or literary purposes within the meaning of future United States revenue laws:
1- To regroup all Togolese in the Midlands under one social and cultural umbrella.
2- To provide support and educational, awareness to its members for better integration.
The Corporation shall have and exercise all powers and rights conferred upon corporations by the Nebraska Nonprofit Corporation Act and any enlargement of such powers conferred by subsequent legislative acts including, without limitation, the power to receive gifts, devices, bequests, and contributions in any form, and to use, apply, the principal and or income therefrom, and to distribute the same for the purposes of the Corporation. In addition thereto, the corporation shall have and exercise all the powers and rights not otherwise denied no-for-profit corporations by the laws of the State of Nebraska as are necessary, suitable, proper, convenient, or expedient to the attainment of the purposes of the corporation.
A- No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no director of officer of the Corporation, or private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office.
B- The Corporation Shall distribute its income for each taxable year at such time and in such manner as not to subject the Corporation to the tax on undistributed income imposed by section 4942 of the Internal revenue Code 1986, or corresponding provisions of any future Internal Revenue laws.
C- The Corporation shall not engage in any act of self-dealing as defined in 4941(d) of the Internal Revenue laws.
D- The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue laws.
E- The Corporation shall not make any investment in a manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any future Internal Revenue laws.
F- The Corporation shall not make any taxable expenditure as defined in section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any future Internal Revenue laws.
G- Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted by and organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as the now exist or they may be amended or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding provisions of any future Internal Revenue laws.
Upon the dissolution or final liquidation of the Corporation, the director shall, after prepaying or making provisions for the payment of all the lawful debts and liabilities of the Corporation dispose of all property of the Corporation by distributing such property exclusively for one or more charitable purposes in such manner as shall a the time qualify under Section 501(c) (3) of the Internal Revenue code 1986, or to such organization or organizations organized and operated exclusively for charitable purposes as shall at the time qualify as exempt under Section 501(c) (3) of the Internal Revenue Code1986 and as other than a private foundation under 509(a) as the Internal Revenue Code 1986, as the Board of Directors shall determine. Any assets not so disposed shall be disposed of by the court which has general jurisdiction for the county in which the principal office of the Corporation shall then be located, exclusively for such charitable purposes or to such charitable organization or organizations described in the preceding sentence of the Article VI, as said court shall select.
The Corporation shall have one or more classes of members. The designation of such class or classes, the manner of election or appointment and the qualification and rights of the members of each class shall be set forth in the bylaws.
The affairs of the Corporation shall be managed by the Board of Directors which shall have and shall exercise all the powers of the Corporation. The Directors need not be residents of the State of Nebraska. The number of Directors who constitute the Board of Directors shall be fixed in the Bylaws, but in no case shall the number of duly serving Directors be less than five(5). The names and addresses of the initial Directors of the Corporation are:
2- Vice President
4- Vice Treasurer
These Directors shall serve until the Board of Directors specified by the Bylaws and elected or appointed in the manner provided by the Bylaws is in place.
Indemnification of Officers and Directors
The Corporation shall indemnify any person (and the heirs and legal representatives of such person) who is or was a director, officer, employee, or agent of the Corporation, or of any other Corporation, partnership, joint venture, trust, or other enterprise which he or she serves or served as such at the request of the Corporation, to the extent currently allowed by the Nebraska Nonprofit Corporation Act, or by enlargement thereof conferred by subsequent legislative acts, by specifically providing therefore in the Bylaws of the Corporation.
The initial Bylaws of the Corporation shall be adopted by the Directors appointed in theses Articles. Thereafter, the Bylaws may be adopted, amended, or replaced as provided in the bylaws.
The place in the State of Nebraska where the principal office of the Corporation is to be located is the City of Omaha, County of Douglas. The Street address of the initial registered office of this Corporation is………………., and the name of the registered agent at such address is ……………
The name and street address of the Incorporators are:
Bylaws – Reglements interieurs
DIASPORA TOGO MIDWEST USA
The name of the organization is ——————————————–. The organization shall have an
office located at ———————————-, OMAHA, Nebraska———- and at such other places
as shall be designated by the board of directors from time to time by resolution. The organization
has not been formed for the making of any profit, or personal financial gain. The assets and income
of the organization shall not be distributable to, or benefit the trustees, directors, or officers or
other individuals. The assets and income shall only be used to promote corporate purposes as
described below. Nothing contained herein, however, shall be deemed to prohibit the payment of
reasonable compensation to employees and independent contractors for services provided for the
benefit of the organization. The organization is organized exclusively for charitable and educational
purposes. This organization shall not carry on any other activities not permitted to be carried on by
a organization exempt from federal income tax. The organization shall not participate in any
political campaign in any manner. The organization shall not attempt to influence legislation. The
organization is organized exclusively for charitable, scientific and educational purposes.
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the
purpose of electing directors and for the transaction of such other business as may properly come
before the meeting. The annual meeting shall be held at the time and place designated by the Board
of Directors from time to time.
Section 2. Special Meetings. Special meetings maybe be requested by the President or the
Board of Directors.
Section 3. Notice. Written notice of all meetings shall be provided under this section or as
otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a
special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record
at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice
shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage
Section 4. Place of Meeting. Meetings shall be held at the corporation’s principal place of
business unless otherwise stated in the notice.
Section 5. Quorum. A majority of the directors shall constitute at quorum at a meeting. In the
absence of a quorum, a majority of the directors may adjourn the meeting to another time without
further notice. If a quorum is represented at an adjourned meeting, any business may be transacted
that might have been transacted at the meeting as originally scheduled. The directors present at a
meeting represented by a quorum may continue to transact business until adjournment, even if the
withdrawal of some directors results in representation of less than a quorum.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a
meeting, may be taken without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
Section 1. Number of Directors. The corporation shall be managed by a Board of Directors
consisting of 5 director(s).
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting.
Each director shall serve a term of 1 YEAR year(s), or until a successor has been elected and
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the
adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Organizational Meeting of Board. The Board of Directors shall meet immediately
after the election for the purpose of electing its new officers, appointing new committee
chairpersons and for transacting such other business as may be deemed appropriate.
Section 6. Regular Meeting. The Board of Directors shall have regular meetings every quarter,
the schedule of which shall be established at the annual meeting, to accomplish the business of the
organization. No notice of such meetings shall be required.
Section 7. Special Meeting. Special meetings may be requested by the President, VicePresident, Secretary, or any two directors by providing five days’ written, phone call, notice by ordinary
United States mail, text message, emails, effective when mailed or sent. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 8. Procedures. The vote of a majority of the directors present at a properly called
meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of
a greater number is required by law or by these by-laws for a particular resolution. A director of
the organization who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken unless their
dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its
proceedings in its permanent records.
Section 9. Emergency Action. Should action be required when it is not possible to assemble the
Board of Directors in a properly called meeting or when the Executive committee explicitly cannot
assume the powers of the full board, written or oral approval of the proposed action by a board
majority may be obtained in a poll of the entire Board of Directors authorized by the President or
majority of the Executive committee. Any action so taken shall be recorded in the minutes of the
next properly called board meeting.
Section 10. Informal Action. Any action required to be taken at a meeting of directors, or any
action which may be taken at a meeting of directors or of a committee of directors, may be taken
without a meeting if a consent in writing setting forth the action so taken, is signed by all of the
directors or all of the members of the committee of directors, as the case may be.
Section 11. Removal / Vacancies. A director shall be subject to removal, with or without cause,
at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether
by death, resignation, removal or any other cause, may be filled by the remaining directors. A
director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a
successor has been elected and qualified.
Section 12. Standing Committees. There shall be three (3) standing committees of the
organization: executive, nominating and fund-raising/public relations. The President shall appoint
the chairpersons of all committees from the membership of the Board of Directors of the
organization with the approval of the Board of Directors. All committee appointments shall
terminate upon the election of a new President, unless specifically determined otherwise at the
Annual meeting. All committees shall function within the guidelines and budgets established by the
Board of Directors.
Section 13. Executive Committee. The Executive Committee shall be composed of the officers
of the organization, as specified herein, and shall have the full authority to undertake the duties and
powers of the board except as these by-laws specifically state otherwise. All actions of the
Executive Committee shall be reported to the board at its next meeting.
Section 14. Ad Hoc Committees. The President may establish ad hoc committees at any time.
All ad hoc committees are subject to the same rules and operating procedures as standing
Section 15. Budgets. The Board of Directors shall approve the annual budget of the organization
during the first quarter of each calendar year upon recommendation of the Executive Committee.
Section 16. Personnel Responsibilities. The Board of Directors may employ and discharge
employees of the organization and may prescribe their duties and compensation. The board shall
discharge its duties with respect to personnel organizational matters without regard to age, sex,
race, color, creed, sexual orientation, or the national origin of any person.
Section 17. Records. Every Director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect the physical
properties of the organization.
Section 18. Compensation. No board member or officer of or any member of a committee shall
receive at any time any of the net earnings or profit from the operations of the organization.
However, this shall not prevent the payment to any such person of reasonable compensation for
services rendered to or for the organization. Such compensation shall be fixed by the Board of
Directors from time to time.
Section 1. Number of Officers. The officers of the corporation shall be a President, one or more
Vice-Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer. Two or
more offices may be held by one person.
a. President. The President shall be the chief executive officer and shall preside at
all meetings of the Board of Directors and its Executive Committee.
b. Vice President. The Vice President shall perform the duties of the President in
the absence of the President and shall assist that office in the discharge of its leadership
c. Secretary. The Secretary shall give notice of all meetings of the Board of
Directors and Executive Committee, shall keep an accurate list of the directors, and shall
have the authority to certify any records, or copies of records, as the official records of
the organization. The Secretary shall maintain the minutes of the Board of Directors’
meetings and all committee meetings.
d-A vice-secretary: shall perform the duties of the Secretary in
the absence of the Secretary and shall assist that office in the discharge of its leadership
e. Treasurer. The Treasurer shall be responsible for conducting the financial
affairs of the organization as directed and authorized by the Board of Directors and
Executive Committee, and shall make reports of corporate finances as required, but no
less often than at each meeting of the Board of Directors and Executive Committee.
f. A vice-Treasurer: shall perform the duties of the Treasurer in
the absence of the Treasurer and shall assist that office in the discharge of its leadership
g. A coordinator : The coordinator shall responsible good relationship between all offices and assure planning deadlines and goals executions up to resources dispatching.
Section 2. Term of Office. The officers shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors. Each officer shall serve a one year term or until a successor
has been elected and qualified.
Section 3. Elections. The nominating committee, a standing committee of the organization, shall
nominate, at least thirty (30) days prior to the annual meeting, a slate of qualified candidates for the
director position whose terms are to expire or are vacant, and its slate of candidates shall be
included with the notice of the annual meeting. Following the report of the nominating committee at
the meeting, any director of the organization may nominate other candidates for the available
director positions, provided that the nominees agree to serve if elected. At the conclusion of
nominations, the Board of Directors shall vote for each position by secret written ballot.
Section 4. Removal or Vacancy. The Board of Directors shall have the power to remove an
officer or agent of the corporation. Any vacancy that occurs for any reason may be filled by the
Board of Directors.
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall not have a corporate seal. All instruments that are executed on behalf of the
corporation which are acknowledged and which affect an interest in real estate shall be executed
by the President or any Vice-President and the Secretary or Treasurer. All other instruments
executed by the corporation, including a release of mortgage or lien, may be executed by the
President or any Vice-President. Notwithstanding the preceding provisions of this section, any
written instrument may be executed by any officer(s) or agent(s) that are specifically designated by
resolution of the Board of Directors.
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a
quorum vote at any regular or special meeting. The text of the proposed change shall be
distributed to all board members at least ten (10) days before the meeting.
Any director or officer who is involved in litigation by reason of his or her position as a director or
officer of this corporation shall be indemnified and held harmless by the corporation to the fullest
extent authorized by law as it now exists or may subsequently be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation to provide
broader indemnification rights).
In the event of the dissolution of the organization, the assets shall be applied and distributed as
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be
made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any
other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise,
to charitable and educational organization, organized under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined
by the Board of Directors.
I certify that the foregoing is a true and correct copy of the bylaws of the above-named
corporation, duly adopted by the initial Board of Directors on July 07, 2012.