Preamble

The people of Wolaita are proudly Ethiopian. This people of once rich and prosperous land are increasingly faced with extraordinary challenges including extreme poverty, unemployment, lack of access to quality education, inadequate health care, environmental degradation, land shortage associated with a rapid population growth, insecurity, etc. The ultimate source of these problems is mismanagement of resources and political neglect or abuse of state power by the successive Ethiopian regimes. While our community at home is actively engaged, like all other fellow Ethiopian people, in relentless struggles to overcome these challenges, many have pursued migration and education abroad to break out of the dismal situation. The Wolaita community in North America is the product of these processes. Those of us who are so fortunate to become a citizen or a resident of North America feel obliged to give something back to our less fortunate brethren. While there is a broad consensus on the urgency of doing all we can, there are different views on exactly what should be done right now. After debating the various possibilities and seeking feedback from various members of our community, we have determined that establishing a civic association will offer the broadest platform to allow participation by all. Therefore, we individuals of Wolaita origin, friends, associates, and allies of Wolaita in North America hereby establish the Association of Wolaita and Allies in North America (AWANA). (JANUARY 2017)

AWANA is a non-profit non-partisan civic corporation formed under the California Corporations Code Section 5000 et. seq.

Article I: Name

The Name of the Corporation is the Association of Wolaita and Allies in North America (AWANA)

Article II. Offices

1) The main office of AWANA shall be located in Sacramento, California.

2) The Board of directors has the full power and authority to change the location of the principal office.

3) AWANA Branch offices and local chapter offices may be established at any time by the Board at any place or places.

Article III

English, Amharic and Wolaitatua (Wolaituma) will all be AWANA official languages.

Article IV: Vision and Objectives

Our vision is to see the people of Wolaita, while advancing their culture and history, fully integrated and equal members of the Ethiopian society and humanity at large, free from hunger, poverty, inequality, and violation or denial of their basic rights.

AWANA’s MAIN OBJECTIVES

To mobilize and coordinate support to address the needs, concerns, interests and social welfare of the people of Wolaita region of Ethiopia and people from the Wolaita region who are citizens and/or residents of North America.
2. To bring together immigrants of Wolaita origin and allies, friends, and associates of Wolaita residing in North America.
3. T provide support to new immigrants as well as settled immigrant families from our region in times of need.
4. To develop and strengthen collaboration with associations, organizations and groups that will support our cause of supporting economic development with special focus on issues such as access to quality education, adequate health care, access to clean water  and environmental rehabilitation in the Wolaita region.
5. To create awareness about the condition of life in Wolita and Ethiopia; help produce, collect and distribute artifacts and scientific information on Wolaita culture, history, and political-economy to enhance the capacity of the Wolaita people both at home and abroad to better participate in shaping the future of multi-national Ethiopia.
6. To promote commonalities between Wolaita, Ethiopian and American cultures of reverence for the truth, negotiated resolution of conflicts, valuing our collective heritage, rallying behind individuals and groups when their legitimate rights are violated or denied.

Article V:  Membership and Meetings

1. Membership to AWANA is open to persons of Wolaita origin, friends, allies or associates of Wolaita and all those who uphold the objectives of the organization.

2. Members in Good Standing:

Members in good standing are those who continue to support the objectives of AWANA and fulfill their membership obligations.

          a. A voting member is in good standing as long as he/she has paid his/her monthly dues and any other fees associated with membership.

          b. A voting member shall have the best interest of AWANA at heart.

          c. A voting member shall be willing to serve in any capacity if and when asked by the president or the executive officers and individual members acting in the capacity of the committee chair.

          d. A voting member shall serve the community in a good faith effort as a volunteer and with no due considerations.

3. Associate Members:

Associate Membership is open to any individual that considers himself or herself an ally, a friend or an associate of the Wolaita people. Associate members would be welcomed as non-voting members and can make either financial or material contributions and/or contribute in time or service. An Associate member can participate in all activities and functions of the community in any capacity that has been assigned to him/her by the president or the executive officers and individual members acting in the capacity of committee chair.

4.  Membership Dues:

          a. Membership due is $10.00/month.

          b. New members are urged to make a voluntary one-time contribution of $50.00.

5. General Assembly Meeting

          a. AWANA will hold its general assembly at least once a year and the meeting will be held on the 1st Saturday in August.

          b. AWANA general assembly could be held in person or using any of available technologies if geographical distance or any other reason constrains in-person meetings.

          c. The Executive Board shall call meetings of the general assembly as necessary.

Article VI: Organizational Structure, powers and duties.

The AWANA organizational structure is constituted of the General Assembly (GA), Board of directors (BOD) and Executive Officers (EO).
The GA is the highest body of AWANA. Both BOD and EO are accountable to the GA.
The GA shall be constituted of representatives of local AWANA chapters. Each local chapter shall be represented by at least one person.
The GA elects EOs, appoints BOD, approves annual and audit reports, approves AWANA plans
The EO president, in consultation with BOD chair, shall call GA meetings.
The GA and all other AWANA meetings could be conducted in person, via technological media such as conference call, skype, viber, or any combination thereof.

Article VII: Board of Directors (BOD)

1. AWANA shall have a board of directors consisting of no less than 5 and no more than 15 directors.

2. All AWANA activities shall be managed under the direction of the board and provided by the law.

3. AWANA directors shall be elected by the AWANA general assembly by the majority vote to serve two-year terms. However, the term may be extended until a successor has been elected.

4.  Director terms may be staggered so that about half the number of directors will end their terms in any given year or election cycle.

5.  Directors may be re-elected and may serve terms in succession.

6. In order to be eligible to serve as a director on the AWANA board, the individual must be 18 years of age and is committed to support all of AWANA vision and objectives

7. A director may be removed by a two-thirds vote of the board of directors for cause or no cause. However, prior to the meeting of the potential removal vote, a director in question shall be given by the board an electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

8. The board of directors shall have two regular meetings per year at a time and place fixed by the board. The board shall have as many special meetings as deemed necessary by the board.

9. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at the meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.

10. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

11. Except for reasonable remuneration for professional services provided to the association, AWANA Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

12. AWANA BOD shall be led by a board chairperson, who is elected by the majority vote of the board of directors. AWANA EO president shall serve as the secretary of the BOD and GA meetings.

Article VIII. Executive Officers

AWANA shall have a President, Vice President, Secretary, Treasurer, Communications Officer, documentation officer and such other officers with titles and duties as shall be stated in the by-laws, or as may be necessary in carrying out the duties and the responsibility of AWANA. The president in conjunction with the other executive officers will constitute the Executive Board.

To be elected to any executive office, members should meet the following qualifications:

A candidate should be a member in good standing with at least one year of membership
A candidate shall be at least 18 years of age
A candidate shall be a member who is clean of any drug or alcohol abuse
A candidate shall not be a member that has exhibited or participated in activities contrary to the by-laws and operating guidelines set forth by the AWANA and its mission.

The basic requirements for approval of an action by the executive board is a majority vote. The word “majority” means a majority vote cast by persons legally entitled to vote. A two-thirds vote is required to adopt any motion that: a) overrides the presiding vote; b) suspends or modifies a rule of order previously adopted; c) prevents the introduction of a question for consideration; d) closes limits or extends the limits of debate.

1. The President

1.1. The president is the highest-ranking administrative official of the organization and is responsible for the implementation of all AWANA’s programs and plans. The president together with the executive board shall develop new set of plans, establish committees and allocate funds to authorize activities. The president is authorized to allocate emergency funds of up to and including two hundred dollars ($200) without the approval of the executive board, and
1.2. The president and executive board members and any other officers appointed by the president in consultation with the executive board shall perform their duties in good faith, and in the best interest of the organization, and

1.3. If the executive board are not cooperatively working, cannot agree to the management of the AWANA’s affairs, the president can call for general membership meeting and ask for new elections. At which time the assembled members can appoint a three-person committee that should carryout the election procedure based on the by-laws and guidelines. The executive officers would have the right to run for the executive officers positions as any other member, and

1.4. The president shall have the right and obligation to relieve from their appointed post any committee chairs for cause and or in the best interest of the AWANA and implementation of its programs and activities, and

1.5. In performing the duties of a president, the president shall be entitled to rely on information, opinions, reports or statements, including financial data, in each case prepared or presented by: 1) one or more of the officers or committee chairs of the organization in whom the president believes to be reliable and competent in the matters presented, 2) consult with independent accountants or other person’s as to the matters presented and for which the president believes to be within such person’s professional area of expertise and competence,

1.6. The president shall appoint or name individual members (voting or non-voting) as chair or vice chair and any other positions he/she deems necessary to carry out various activities of the AWANA. The term of office of the appointees will not exceed than the term of office of the appointing executive officers/committee. Committee chairs and vice chairs can be re-appointed for successive two-year terms as many times as the president and the executive board executive wish them to serve.

2. The Vice President

2.1. The vice president shall be responsible on issues related to cities, counties, non-profit organizations and shall preside over the executive board meetings in the absence of the president, and

2.2. The vice president shall accept any duties that are conferred on him /her by the president and lead one or more committees if necessary, and

2.3. The vice president shall monitor the executive board actions to be consistent with the policies and procedures and compliance with the by-laws, and

2.4. The vice president shall coordinate the organization recognition award program to be consistent with the following ranks: The organization shall award an individual or groups based upon 1st rank ($50), 2nd ($25), 3rd ($15). The ranking criteria shall be based on the significant contribution provided to the organization.

3. The Secretary

3.1. The secretary shall keep and maintain adequate and correct books and records of all meetings. In the absence of the secretary, the president shall appoint any member as to act as a secretary, and

3.2. Before the president calls a meeting to order, it is the secretary’s duty to determine if a quorum of members is present. If a quorum is not present, the secretary shall wait a period of thirty minutes, or until after a reasonable period of time for which it appears that a quorum will not be assembled. If a quorum cannot be assembled, the secretary shall inform the president/chairperson to call the meeting to order to announce the absence of a quorum, and then decide to either hold the meeting or entertain a motion to adjourn, and

3.3. If the chair has called the meeting to order before a quorum is present, the secretary shall notice his or her objection to the chair that a quorum is not present. If the chair notices the absence of a quorum, it is his/her duty to declare the fact at least before taking any vote.

3.4. In an appeal from the decision of the chairperson, a tie vote sustains the chairperson’s decision even though his/her vote created the tie on the principle that the decision of the chairperson can only be reversed by two-thirds of the vote.

3.5. A two-thirds vote means at least two-thirds of the votes cast by persons legally entitled to vote, excluding blanks or absenteeism, at a regular or properly called meeting, and

3.6. The secretary shall arrange and determine whether the executive officers/committee can participate in telephone conference call meetings using similar-type communications equipment (as long as all members participating are able to clearly hear one another). Participation in such meetings constitutes presence in person.

3.7. The secretary shall announce a vote in person or by e-mail when he or she thinks the issue is of such importance that the presence of all executive board is desirable. For less important issues that do not directly affect the AWANA, the secretary, in consultation with the president, can receive votes by mail or telephone. In the event that the mailing list is planned to be used, the secretary should furnish the names, mailing addresses, and telephone numbers of those legally entitled to vote.

4. The Treasurer

4.1. The Treasurer shall be supported by a cashier. The main responsivity of the cashier is to support the treasure in managing AWANA finances.

4.2. The treasurer of the AWANA is responsible for all funding and expenditures of the organization. He/she is authorized to deposit funds in the AWANA bank account, and

4.3. Withdrawal of funds from the AWANA account shall include the signature of the two designated members, namely the president or in the president’s absence the vice president or any other designee and the treasurer. The treasurer shall be authorized to deposit funds in to the AWANA bank account, but shall not be authorized to withdraw funds of any amount without having the signature of the president and in the president’s absence the vice-president or the designee.

4.4. The treasurer shall report quarterly or as requested by the president or the executive board, on the AWANA financial matters.

5. Internal Auditor

5.1. The internal auditor, the treasurer, and the executive board shall examine the account of the organization and specify comments and suggestions in writing for a presentation at the annual meeting of the organization. The objectives of the internal and external auditors are to provide members with reasonable assurance that assets are safeguarded against unauthorized use or disposition, and that transactions are executed in accordance with generally accepted accounting principles.

5.2. The auditor will be elected together General Assembly during a duly called meeting. Except for the initial period where the position is considered voluntary.

6. Communications Director (CD)

6.1. The CD is shall serve as regular link between AWANA and the public.

6.2. As directed by the president and where appropriate approved the executive board, CD release press statements, interacts with the media including social media

6.3. The CD, in conjunction with the documentation officer, shall recruit and keep roaster of AWANA membership.

6.4. The CD shall develop and establish the criteria for the organization to provide assistance to newly arrived Ethiopian people from Wolaita region.

6.5. The CD, in conjunction and as a member of the executive board, shall develop a detailed procedure and assign duties to any activities if the organization to implement its action plans. Some of the activities could be but not limited to membership recruitment, publication of a newsletter and other projects assigned to him/her from the executive board.

7. Documentation Officer (DO)

7.1. DO officer is responsible for collecting any pertinent documents of historical relevance about the Wolaita region.

7.2. DO is responsible for following any new developments about the region and shall bring it to the attention of the executive board.

7.3. DO shall support CD in reaching out to potential members and supporters of AWANA.

7.4. DO shall keep detailed record of any special fund raising and other special activities WANA organizes.

7.5. DO is responsible to work as a cultural community organizer to implement the action plan.

8. Executive board Members at large

8.1. AWANA shall have up to 3 executive committee members at large.

8.2. Executive committee members at large can vote at the executive committee meetings.

8.3. Executive committee members at large shall participate in all AWANA affairs and decisions.

Article IX: Elections and Meetings

AWANA general assembly shall elect executive officers and appoint board of directors.
BODs and EOs shall be elected or appointed for a two-year term.
BODs and EO members can be re-elected or re-appointed.
Given that AWANA members are spread across North America, any AWANA meetings could be conducted in a designated place or via conference calls, as deemed practical by the EOs.
Regardless of the meeting venue or media, all AWANA meetings minutes shall be recorded and properly filed.

Article X. Resolution of Conflicts

7.1. Conflict between the members of the executive board and/or the general membership shall be resolved by establishing an ad hoc committee of mediators consisting of three members who are selected from the general membership. The executive board shall make available all information and documentation to the ad hoc committee to address the conflict or disputes between the executive board members and/or the general members. If the committee determines that the executive officers are not conforming with the requirements of the by-laws or the approved action plan of the organization, the ad hoc committee shall recommend by a majority vote to resolve the dispute, dismiss the executive board, or the executive officer(s), or both, and call for a new election.

7.2. No member should vote on questions in which he or she has a direct personal or pecuniary interest not common to other members of the organization. If a motion proposes that AWANA enters into a contract with a member of the organization who is an executive officer and from which contract he or she would derive personally pecuniary profit, the member should abstain from voting on the motion.

Article XI. Conflict of Interest

The AWANA board shall adopt and periodically review a conflict of interest policy to protect the association’s interest when it is considering any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.

Article XII. In the Event of Dissolution

Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to the cause of social, educational or economic benefit of the Wolaita Region, then exempt from Federal Income Tax under section 501(C)(3) of the Internal Revenue Code of 1986.

Article XIII Amendment

The Corporation reserves the right to amend these Articles of Incorporation by an affirmative two-thirds vote of all voting members at the GA meeting.