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RULES AND PROCEDURES
of the
National Board of Directors
Union of Liberian Associations in the Americas (ULAA)
Adopted in Special Teleconference Session of the Board
March 31, 2006
Based on the Standing Board Rules of Procedures adopted
January 27, 2001 – Silver Spring, Maryland, U.S.A.
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Anthony V. Kesselly
CHAIRMAN
James N. Larsah
FIRST VICE CHAIRMAN
David K. Flomo
SECOND VICE CHAIRMAN
Revision of the 2001 Silver Spring Rules was done and a draft produced at a Two-day Special Working Session of the
Executive Committee of the Board held from March 25 – 26, 2006 at 25 Sprigg Court, Gwynn Oak, MD 21207
RULES OF PROCEDURE OF THE BOARD OF DIRECTORS OF THE
UNION OF LIBERIA ASSOCIATIONS IN THE AMERICAS (ULAA)
CHAPTER I: BOARD SESSIONS
Rule 1: Regular Session
1.1: Number of Regular Sessions
The Board of Director (hereinafter referred to as the “Board”), as provided in Article 46 of the Constitution of the Union, shall hold three regular sessions between each National Conference of the Union of Liberian Associations in the Americas, Inc. (hereinafter referred to as the UNION or ULAA).
1.2: Date of Opening of Regular Session
Each regular session of the Board shall open on a date and at place determined by the Executive Committee of the Board. Regular sessions shall be held by the physical assembly of members at the identified venue.
1.3: Changing Date and Place of Regular Session
The Chairman of the Board may, in consultation with Board members, alter the date and place of a regular Board meeting if such change is deemed to be in the best interest of the work of the UNION.
Rule 2: Special Sessions
2.1: The Calling of Special Sessions
Special sessions shall be held by decision of a simple majority of the members of the Board. Special sessions of the Board may also be requested by the National Administration through the National President, the Executive Committee of the Board through the Chairman of the Board, or be mandated by the National General Assembly.
2.2: The Calling of Special Sessions at National General Assembly
A special session of the Board may be requested by any five Chapters at the National Conference upon request to the UNION President or to the Chairman of the Board. The President of the UNION shall forthwith inform the Chairman of the Board, other Chapter Presidents and the Conference and shall inquire whether or not they support the request for a special session. The request shall be immediately put before the Conference for a vote in accordance with the rules of procedure of the Conference.
2.3: Date of Opening of Special Session
Special sessions of the Board shall be convened on the date and at the place determined by the Board Executive Committee or National Assembly. The Executive Committee of the Board, following consultations with Board members, shall determine the mode of each special session—teleconference or physical assembly.
Rule 3: Emergency Sessions3
3.1: The Calling of Emergency Sessions
Emergency sessions shall be called by the Executive Committee of the Board in the event of a situation requiring emergence response. The Board Executive Committee shall determine the session mode—teleconference or physical assembly—to be used for each Emergency Session.
Rule 4: Petitioned Sessions
4.1: Calling of Petitioned Sessions
Petitioned sessions shall be called based on petition signed by the sitting Board representatives of at least five (5) member chapters of the Union. The petitioned session will be deemed approved upon the consent of simple majority of the Board.
4.2: Notice for Petitioned Sessions
In requesting for petitioned sessions, petitioners will be required to make a choice between a special or an emergency session, depending on their consideration of the magnitude of the issue to be deliberated.
Rule 5: Notification of Board on Dates of Board Sessions
The Chairman of the Board shall communicate the date and place of the next Board meeting to the National President and the members of the Board directly or through their Chapter presidents. Such notification shall be sent (a) in the case of a regular session, at least thirty days in advance, (b) in the case of a special session, at least seven days in advance, (c) in the case of an emergency session, at least 24 hours.
Rule 6: Adjournment of Session
The Board may decide at any session to adjourn temporarily and to resume its meeting at a later time or date.
CHAPTER II: AGENDA
Rule 7: Provisional Agenda
7.1: Drawing up of Provisional Agenda
The Chairman of the Board shall draw up and submit to the Board at each regular session, the provisional agenda for the following regular session of the Board. The Provisional Agenda shall include all items proposed by (a) the Board Executive Committee, and (b) the National Administration.
7.2: Communication of the Provisional Agenda
After the Executive Committee of the Board has considered the provisional agenda, considering any inputs made by Board members by way of consultations, the Chairman of the Board shall be responsible for communicating the provisional agenda to members of the Board at least four weeks in advance of the Board meeting.
7.3: Adopting of the Agenda
At the beginning of each regular session, the Board shall adopt its agenda for the session on the basis of the provisional agenda. Any member may move that the provisional agenda be adopted. Only a member of the board may be entitled to propose amendments to the provisional agenda and he/she shall be entitled to be heard by the Board on the inclusion and /or deletion of any item on the agenda for the session.
7.4: Allocation of Agenda Items
The Board shall place all items on the agenda before the meeting of the board in open session except for those items that the Board may decide belongs to committees established under its direction.
7.5: Revision of the Agenda
During a regular session, the Board may revise the agenda for the session by adding, deleting, deferring or amending items. However, only urgent and important items shall be added to the agenda of the Board during a session and only if time permits.
7.6: Provisional Agenda for a Special Session
The provisional agenda for a special session shall consist only of those items proposed for consideration in the request for the holding of the special session. It shall be communicated to the officials mentioned in rule 9 at the same time as the notice convening the special session.
CHAPTER III: REPRESENTATION
Rule 8: Member Organization Representation
8.1: Seating of Accredited Board Representatives
Each chapter shall be represented on the Board by its two (2) elected representatives whose names shall be communicated to the Board Chairman and the National President through official communication signed by their chapter presidents and attested by the chairmen of the chapters’ oversight and or legislative organ. No Board member will be seated without having been duly elected within his/her chapter.
8.2: Quorum
A simple majority of the total number of currently sitting members of the Board shall constitute a quorum for the conduct of business. However, in determining the quorum for any particular session, the seats of suspended members and vacant seats that have not been filled by the accrediting chapters shall not count.
8.3: Proxy Designation
Each member chapter, through its incumbent President/Head, may designate a proxy in case of the unavailability (based on legitimate grounds) of its duly seated Board Representative. However, such a proxy must be a currently serving elected official of the designating Chapter. A formal communication naming the proxy and clearly identifying his/her current elected position in the Chapter shall be addressed to the Chairman of the Board. Verification of the statements contained in such a communication will be carried out by the Board Executive Committee.
8.4: Limitation on Proxy Participation
No Chapter shall be allowed to continue the designation of the same proxy for more than a total of one regular session and for more than a total of three special sessions.
CHAPTER IV: ELECTIONS OF OFFICERS
Rule 9: Elections
9.1: Time for Elections
During the third quarter of a non National Administration election year of the Union, or at the National General Assembly of that year, the Board shall convene in a special session for the sole purpose of electing its officers. Board elections shall be by secret ballot and shall be conducted by a Union member of official agreed upon by the Board.
The Board elections shall be held either in the year preceding the Union’s general elections or the year thereafter. This shall enhance continuity, ensure stability, and generate momentum in the Union.
9.2: Officers of the Board
The Board shall elect a Chairman, a First Vice-Chairman, and a second Vice Chairman from among the representatives of its duly seated members. The Chairman shall nominate and, with the consent of the Board, appoint a Board Secretary and a Board Treasurer.
These officers shall constitute the Executive Committee of the National Board of Directors.
9.3: Qualification of Officers
In electing the officers of the Board due account shall be taken of the need to ensure that all candidates are duly qualified, in keeping with the elections protocol of the Board and of the UNION. In electing the Chairman, the First and Second Vice Chairmen, particular consideration shall be taken in electing persons who have shown the commitment and ability to attend Board meetings regularly and have demonstrated a clear knowledge and understanding of the Constitution of the UNION and the Rules of Procedures of the Board of Directors. Candidates for the chairmanship and vice chairmanships must have attended at least the simple majority of Board sessions in each of the four categories of sessions since their official seating within the last 12 months.
9.4: Terms of Office
The officers of the Board shall hold office for a two (2) year term. No officer shall serve more than two consecutive terms. No Board Member shall hold office if the member-Chapter which he/she represents ceases to be a member of the UNION.
9.5: Acting Chairman
If the Chairman is absent from a meeting or any part thereof, the first Vice- Chairman shall act in his place; so too with the Second Vice Chairman for the First Vice Chairman. A Vice Chairman acting as chairman shall have the same powers and duties as the Chairman.
9.6: Replacement of the Elected Board Officer
If a given elected Board Officer ceases to be a representative of a chapter, resigns, is impeached, incapacitated, or if the Chapter of the UNION for which he is a representative ceases to be a member of the UNION, the next officer in line shall succeed and complete the remaining unfinished term, consistent with Rule 9.1.
9.7: Voting Rights of the Chairman
The Chairman shall not vote on substantive or procedural matters before the Board except to break a tie. However, in the case of an election, all members of the Board will be allowed to vote.
CHAPTER V: BOARD PUBLICATION AND DOCUMENTATION
Rule 10: Publication
10.1: Board Publication
The president of the UNION shall cause to be published and circulated the resolutions reports and relevant documentation of the Board. The president shall be provided a copy and shall have access to all documents in the archives of the Board.
10.2: Duties of the President
The president shall act in that capacity in all meetings of the Board and of its Secondary Committees.
10.3: Specific Information to the Board
The National President shall direct his/her officers to provide specific information and documents as may be requested of them by the Board. The Board may also request information from all officers of the Union, to facilitate its work.
10.4: General Information to the Board
The National President shall be responsible for keeping members of the Board informed on any questions which may be brought before it for consideration.
10.5: Reports to the Board
The National President of the UNION or his/her representative may, subject to these rules of procedure, make oral as well as written statements to the Board concerning any question under consideration.
10.6: Arrangements for Sessions
The Chairman of the Board shall with the assistance and cooperation of the National President, be responsible for all the necessary arrangements for meetings of the Board, including the preparation and distribution of documentation at least four weeks in advance of the meeting of the Board.
10.7: Publication of Resolutions and Documentation
The National President shall cause to be published and circulated the resolutions reports and relevant documentation of the Board. The president shall be provided a set and shall have access to all documents in the archives of the Board.
10.8: Record Keeping
The Board shall establish and maintain an archive of its record and documents. The administration, upon request, shall provide copies of official documents to the Board. Said documents shall also form part of the Board’s archives and shall be in the custody of the Board’s secretary or any authorized person designated by the Board.
10.9: Expenditures
Before any proposal which involves expenditures from the UNION funds is approved by the Board, the National President of the UNION shall circulate to all members of the Board, as early as possible a financial statement on the estimated costs involved as well as on the administrative and budgetary implications.
10.10: Budget Request
Upon the request of the Board, the National president shall provide budgetary or other form of assistance in preparation for the hosting of a board meeting in any chapter of the UNION, designated by the Board.
CHAPTER VI: CONDUCT OF BUSINESS
11: Powers of the Board Chairman
11.1: Powers of the Board Chairman
In addition to exercising the powers conferred upon him elsewhere in these rules, the Board chairman shall declare the opening and closing of each meeting of the Board, direct the discussion, ensure the observance of these rules, accord the right to speak, put questions to the vote, announce decisions and perform the functions and duties entrusted to him under section VII of these rules. He shall rule on points of order and, subject to these rules, shall have control of the proceedings of the Board and over the maintenance of order at Board meetings. The Chairman may propose to the Board the limitation of the time to be allowed to speakers, the limitation of the number of times each Board member may speak on any question, the closure of the debate. He may also propose the suspension or the adjournment of a meeting
or of the debate on the question under discussion.
11.2: Authority of the Board
The Board Chairman, in the exercise of these functions, remains under the authority of the Board.
11.3: Speeches
No person may address the Board without having previously obtained the permission of the Board Chairman. Subject to Rules 11.4 and 11.5, the Board Chairman shall call upon speakers in the order in which they signify their desire to speak, the Board Chairman may call a speaker to order if his remarks are not relevant to the subject under discussion
11.4: Provision of Information for Board Deliberations
The Board Chairman, Board Vice-Chairman or Board General Secretary or the National President of the UNION, National Treasurer and other UNION Officers, may be accorded precedence in speaking for the purpose of explaining the conclusions arrived at by the Board or for the purposes of providing information or of replying to questions.
11.5: Points of Order
During the discussion of any matter, a member of the Board may at any time rise to a point of order, and the point of order shall be immediately decided upon by the Board Chairman in accordance with these rules. A member may appeal against the ruling of the Board Chairman. The appeal shall be immediately put to the vote, and the ruling of the Board Chairman shall stand unless overruled by a majority of the members present and voting. A member rising to a point of order may not speak on the substance of the matter under discussion.
11.6: Time Limit on Speeches
The Board may limit the time allowed to each speaker and the number of times each member may speak on any question except on procedural question when the Board Chairman or the presiding officer shall limit each intervention to a maximum of two minutes or as other wise decided by the Presiding Officer. When the debate is limited and a member exceeds his allotted time, the Board Chairman shall call him to order without delay.
11.7. Closing of List of Speakers
During the course of a debate the Board Chairman may announce the list of speakers and, with the consent of the Board, declare the list closed. The Board Chairman may, however, accord the right to any member if , in his opinion, a speech delivered after he has declared the list closed, makes this desirable, when the debate on an item is concluded because there are no other speakers, the Chairman, with the consent of the Board, shall declare the debate closed. The Board Chairman may in the interest of time and for the purpose of expediting the meeting, limit the number of speaker to two for and two against a particular issue before the Board, allotting each speaker up to three minutes.
11.8. Equally Divided Vote
If a vote is equally divided on matters other than elections, the chairman or the presiding officer shall cast the tie-breaking vote. In the case of an election, members shall continue to vote, until a simple majority is obtained. The Board may recess to allow for additional campaigning and soliciting.
CHAPTER VII: PROCEDURE OF MOTIONS
12.1: Order of Procedure of Motions
Subject to Rule 11.4, and regardless of the order in which they are submitted, the following motions shall precedence in the following order over all other proposals or motions before the Board:
a. to suspend the meeting
b. to adjourn the meeting
c. to adjourn the debate on the question under discussion
d. to close the debate on the question under discussion
12.2: Adjournment of the Meeting
During the discussion of any matter, a member may move the adjournment of the debate on the question under discussion. In addition to the sponsor of the motion, one member may speak in favor of and two against the motion, after which the motion shall be immediately put to the vote.
12.3: Closure of Debate
A member may at any time move the closure of the debate on the question under discussion whether or not any other member has signified his wish to speak. Permission to speak on the closure shall be granted, after which the motion shall be immediately put to the vote. If the Board is in favor of the closure, the Board Chairman shall declare the closure of the debate.
12.4: Suspensions or Adjournment of the Meeting
During the discussion of any matter, a member may move the suspension or the adjournment of the meeting. Such motion shall not be debated but shall be immediately put to the vote.
12.5: Proposals and Amendments
Any proposals or amendments may be put to the floor subject to these rules provided they are in writing and have been submitted to a member of the Board prior to the convening of the meeting. However, subject to the consent of the Board, the Board Chairman may permit the discussion and consideration of proposal or amendments, even though these proposals or amendments have not been submitted to members of the Board prior to the convening of the meeting. However, subject to the consent of the Board, the Board Chairman may permit discussion and consideration of proposals or amendments, even though these proposals or an amendment has not been submitted to a member of the Board prior to the convening of the meeting.
12.6: Decision on Competence
Subject to Rule 40, any motion calling for a decision n the competence of the Board to adopt any proposal or amendment submitted to it, shall be put to the vote without debate before a vote is taken on the proposal or amendment in question.
12.7: Withdrawal of Motions
A motion may be with drawn by its sponsor at any time before voting on it has commenced, provided that the motion has not been amended. A motion thus withdrawn may be re-introduced by another representative.
CHAPTER VIII: PROCEDURES OF VOTING
13.1: Method of Voting.
The Board shall normally vote by a show of hands or by secret ballot, but any member may request a roll-call, which shall then be taken in alphabetical or numerical order of the names of the chapters.
13.2: Recording of Roll-Call
The vote of each member participating in a roll call shall be recorded in the record.
CHAPTER IX: CONDUCT OF MEMBERS
14.1: Conduct of Members during Voting
After the Board Chairman has announced the beginning of voting, no member shall interrupt the voting except on a point of order in connection with the actual conduct of the voting. The Board Chairman may permit members to explain their votes, either before or after, except when the vote is taken by secret ballot. The Board Chairman may limit the time allowed for such explanations. The Board Chairman shall not permit the sponsor of a proposal or of an amendment to explain his vote on his own proposal or amendment.
14.2: Conduct of Members during Sessions
All members of the board and Administration are expected to conduct themselves in an orderly and professional manner during all meetings of the Board. Any member acting in a manner considered to be disruptive to the normal and orderly proceedings of the meeting shall be subject to the appropriate actions to the presiding officer and shall include, but not limited to warning, fines or removal from the meeting. The Board may choose to take other measure it may consider necessary to deal with any future occurrences of the said individual(s).
14.3: Absenteeism—Sanctions for First Offense
Any member found absent without approved excuse from two consecutive sessions (Regular and or Special) in any given half year between two National General Assemblies shall be subject to a fine of a full amount of twenty-five ($ 25.00). In the case of absence from a total of two non consecutive sessions, within the above time frame, a written letter of warning will be served with a copy to the offending member’s Chapter.
14.4: Absenteeism—Sanctions for Second Offense
Any member found absent without approved excuse from three or more Regular and or Special Sessions (consecutive or not) within the time frame stated in Rule 14.3 above shall be subjected to an indefinite suspension pending the submission of an official letter (expressing remorse for the act and pledging improvement) signed by the offending member and attested by his or her Chapter Leader in addition to the payment of a twenty-five dollar fine. Such a letter shall be reviewed and approved by the Executive Committee of the Board.
14:5: Approved Excuses from Sessions
Any member, for very legitimate cause, shall submit a written request to be excused from a scheduled Regular or Special Session. Such request shall clearly spell out the situation precluding the member from attending the session and must be submitted not later than 48 hours to the opening of the session. The Board Executive Committee shall, however, consider exceptions to this rule in the event of a proven serious unforeseen circumstance which prevents a member from attending a session he or she had planned to attend.
14.6: Conduct of Non-members and Visitors
All non-members of the Board, special guest and observers are subjected to the rules of the Board. Visitors are expected to conduct themselves in a respectable manner at all times and shall comply with the Rules and Protocol of the Board. Any actions considered to be disruptive of the normal proceedings of the Board, shall immediately subject the individual to be removed from the meeting and based on the discretion of the presiding officer; other reasonable actions(s) may be taken to ensure the proper atmosphere for the normal conduct of the Board meeting.
CHAPTER X: AMENDMENTS OF MOTIONS
15.1 Division of Proposals or Amendments
A member may move that part of a proposal or of an amendment be voted upon separately. If objection is made to the request for division, the motion for division shall be voted upon. Permission to speak on the motion for division shall be given only to one speaker in favor and one against. If the motion for division is carried, those parts of the proposal or of the amendment which are subsequently approved shall be put to the vote as a whole. If all operative parts of the proposals or of the amendments have been rejected, the proposal or amendment shall be considered rejected.
15.2: Two or More Proposals
If two or more proposals relate to the same question, the Committee shall, unless it decides otherwise, vote on the proposal in the order in which they have been submitted. The Board may, after each vote on a proposal, decide whether to vote on the next proposal.
CHAPTER XI: COMMITTEES AND WORKING PARTIES
16.1: Standing Oversight Committees
The following are the Standing Oversight Committee of the National Board of Directors: Board Executive Committee, Liberia Affairs, Immigration Affairs, Law & Public Safety, The Electoral Panel, Membership & Accreditation, Social Services, and Ways, Means, Finance, and Information & Public Affairs. Members of Standing Oversight Committees shall be nominated by the Board Chairman and approved by the full Board.
16.2: Ad Hoc Committees and Working Groups
At each of its sessions, the Board may set up ad hoc committees and working groups from among its members and refer to them any questions on the agenda for study and report. Unless the Board decides other wise, members of such committees and working groups shall be appointed by Board Executive Committee through the Board Chairman.
16.3: Officers of Ad Hoc Committees or Working Groups
Members of Board Standing Oversight Committees shall determine and elect their own officers. Officers of ad hoc committees and working groups shall be named by the Board Chairman.
16.4: Public and Private Meetings
The meetings of the Board, its committees and working parties, shall be held in public unless the body concerned decided other wise.
16.5: Participation of Members of the UNION not Members of the Board
Any member of the UNION who is not a member of the Board may be recognized by the Board to participate in the deliberations of the Board on any matter of particular concern to their chapter. However, the Board Chairman may exercise his discretion taking into consideration time constraints and ask that non- members to speak through his elected Board representative. Any member thus participating shall not have the right to vote but may submit proposal which may be put to the vote by request of any member of the Board.
16.6: Observers
Delegations or individuals not members of the UNION or belonging to chapter of the UNION shall be permitted to attend and shall be entitled to participate in the deliberations of the Board on any matter of particular concern to that delegation or observer. Any such delegation or observer thus participating shall not have the right to vote but may submit proposal which may be put to the vote by any member of the board.
CHAPTER XII: IMPEACHMENT AND REMOVAL FROM OFFICE
17.1: Offense for Impeachment and Removal
Any elected member of the Board may be removed from office before the expiry of his/her term of office for proven misconduct which shall be found to be inconsistent with the oath of office and or a contravention of the Board Rules, Union Constitution, U.S. Constitution and the Constitution of the Republic of Liberia.
17.2: Procedure for Impeachment and Removal
A petition for impeachment and removal shall be duly signed and submitted by at least one-third of the membership of the Board. A Special Session for hearing into such an impeachment petition shall be called by the Board Executive Committee within thirty (30) days of its submission. The accused officer shall be given the full right to be heard in his/her own defense. At the end of the hearing, a vote shall be taken to determine guilt. A two-thirds majority shall be required for the conviction.
17.3: Presiding Officer during Impeachment Hearings
In the event of a hearing involving an accusation against the Chairman, the First Vice Chairman or the next highest Board officer who is not accused shall preside.
17.4: Penalty for Guilty Officers
Any Officer found guilty, by virtue of two-thirds majority vote, shall be entitled to another discussion on the appropriate penalty for the offense, ranging from reprimand, to suspension, and to removal from office. Here also a two-thirds majority vote will determine the relevant punitive measure.
CHAPTER XIII: AMENDMENT OR SUSPENSION OF RULES
18.1: Amendment or Suspension of the rules of Procedure
Subject to the approval of the Board, the rules contained herein, may be amended or suspended by the Board upon a two third majority, voting in the affirmative.
BOARD OVERSIGHT COMMITTEES
- Liberia Affairs
- The Electoral Panel
- Membership & Accreditation
- Ways, Means, & Finance
- Law & Public Safety
- Social Services
- Immigration Affairs
- Information & Public Affairs
Signed:
Victor B. Smith
SECRETARY
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Attested: |
| James N. Larsah |
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David K. Flomo |
| FIRST VICE CHAIRMAN |
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SECOND VICE CHAIRMAN |
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Approved:
Anthony Kesselly, CHAIRMAN
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