CONSTITUTION AND BY-LAWS OF THE ASSOCIATION OF JAMAICANS IN RICHMOND, INC.

Adopted 09/06/2003
Amended 08/11/2005

ARTICLE I
NAME AND PURPOSE

Section 1: Name: The Association shall be known as The Association of Jamaicans in Richmond, Inc. hereinafter referred to as "AJR".

Section 2: Purpose: AJR is organized and shall be operated exclusively for the purposes defined in the Articles of Incorporation and exclusively for charitable, educational and cultural purposes as may qualify it for tax exempt status under Section 501©(3) of the Internal Revenue Code of 1986, or its successor provisions. AJR shall:

A. Maintain and preserve Jamaican Culture.
B. Foster an atmosphere of camaraderie among Jamaicans and other Caribbean people in the Richmond metropolitan area.
C. Foster an atmosphere of friendship and sharing among members of the rich multi-cultural ethnic groups of the Richmond metropolitan area.
D. Strengthen ties between Jamaica and America.

ARTICLE II
MEMBERSHIP

Section 1: Categories: Membership eligibility in AJR shall be divided into the following two (2) categories:

A. Active Member: Any person who is from Jamaica, or of Jamaican descent, their spouses and children, or any person who holds an interest in Jamaican culture and wishes to associate with and foster friendship among the Jamaican and American communities, and who is a member in "good standing". A member in "good standing" is a paid up member.

B. Honorary Member: Any person who has demonstrated dedication and made exceptional contribution to the Jamaican Community, may be elected to honorary membership by a majority vote of the active members. Honorary members will not be required to pay dues.

Section 2: Admission to Membership: Admission to Membership: Any person, upon submitting a membership application on a form approved by the Board of Directors along with payment of the established membership fee, such person, fulfilling the qualifications of membership as set forth in Article II, Sect 1 (A) above, shall become a member of AJR. The effective membership status shall be when the prospective member receives the approved membership card, showing the required information of the member.

Section 3: Duration of Membership:

A. Active Member: Any person admitted as an Active Member in AJR, shall continue to be in that status so long as that person adheres to the By-laws (as they may be amended from time to time) and pays such dues as the Board may from time to time establish. Membership shall be renewed annually and shall begin in the month of January and end in the month of December. Notification of expiring membership shall be sent to active members no less than thirty (30) business days prior to such expiration.

B. Honorary Member: Honorary members shall continue in that status unless and until the Board of Directors revokes the status of such persons.

C. Member Benefits: All active and honorary members of AJR shall be offered the following benefits:

• Discounts on goods and services from participating businesses.
• Right to vote on matters of importance in the operation of AJR.
• Free use of AJR owned facilities and equipment (when such entities are realities).
• Benevolent hardship consideration to be determined by a majority vote of The Board.

ARTICLE III
THE BOARD OF DIRECTORS

Section 1: General Powers: The business and affairs of AJR shall be managed by the Board of Directors (hereinafter referred to as "The Board"). Except as otherwise provided by law, or by the Articles of Incorporation, or these By-laws, all of the powers of AJR shall be vested in The Board. The Board shall not at any time take any action inconsistent with the purposes set forth in the Articles of Incorporation and specifically, shall take no action prohibited by or to any organization exempt from Federal Income Tax under Section 501©(3) of the Internal Revenue Code, as it now exists or may hereafter be amended.

Section 2: Number and Quorum: The Board of AJR shall be made up of the following officers: President, Vice President, Secretary, Treasurer, Public Relations Officer, and two (2) other Officers as shall be elected by the general membership, as well as any number of persons serving as Advisors. The size of The Board may be decreased or increased by a majority vote of the active members of AJR at any Annual General Meeting, or any Special Meeting called for that purpose. Such size shall not be less than five (5) or greater than eleven (11) officers. A majority of the officers actually serving at the time of any meeting of The Board shall constitute a quorum for the transaction of any business at such meeting. In any event, a quorum shall not be less than three (3) officers if the entire Board consists of five (5) officers or less than seven (7) officers if the entire Board consists of nine (9) to eleven (11) officers.

Section 3: All officers of The Board shall serve a "term" of two (2) years in the office they were elected to serve. A "term" means a calendar year from January to December. Notwithstanding, all officers shall remain in their present office until their successors are appointed or elected and qualified. Any officer who at the end of his/her current term, desires to serve a consecutive term in the same or another office, shall be eligible for re-election at the Annual General Meeting of AJR. No officer shall serve on The Board of AJR for more than two (2) consecutive terms in the same position.

Section 4: The Officers shall perform duties customarily incident to their particular office. For purposes of conducting the overall business of AJR, the hierarchical ranking of its officers shall be President, Vice President, Treasurer, Secretary, Public Relations Officer.

Section 5: Advisors: Any person who has served AJR in any capacity as an active member, who possesses invaluable expertise which could benefit the overall goals and objectives of the organization, is eligible to serve as an Advisor. The consideration of such persons shall be determined by a majority vote of The Board at a special meeting called for that purpose. Pursuant to the provisions mentioned in Article III, Section 2: Number and Quorum, there shall be no more than four (4) persons serving as Advisors during any term. Advisors shall be active or honorary members of AJR and shall be non-voting members of the Board of Directors. In the unforeseen event that unavoidable reasons diminish The Board by more than three (3) voting officers, at a time when it is detrimental to conduct business for the ongoing operation of AJR, Advisors shall be accorded voting privilege for such situations.

ARTICLE IV
OFFICERS AND THEIR RESPONSIBILITIES, RESIGNATIONS/REMOVAL/VACANCY

Section 1: President: The President shall be the Chief Executive Officer of AJR. He or she shall perform all duties incidental to the Office of the President and shall have such other responsibilities and powers, as may be delegated by The Board. The President shall at all times be subject to the Constitution and By-Laws. The President shall appoint the members of, designate the chairperson of, and fill vacancies on all committees except as otherwise stated in the By-Laws.

Section 2: Vice-President: In the absence or disability of the President, the Vice-President shall perform all the duties of the President, when so doing, he or she shall have all the powers of and be subject to all the obligations of the President. Such person shall be the primary coordinating officer for all committees and the ex-officio of all committees. Additionally, the Vice President shall setup the agenda for all meetings in coordination with the President and Secretary.

Section 3: Secretary: The Secretary shall perform the duties of and exercise the powers customarily incident to the Office of Secretary, as well as such other powers as may be from time to time assigned by the President, or The Board. The Secretary shall handle all correspondences.

Section 4: Recording Secretary: The Recording Secretary shall perform the duties of, and exercise the powers customarily incident to the Office of Recording Secretary. He or she shall mainly be responsible for recording and properly presenting when needed, the minutes of all meetings of The Board, as well as General and Special Meetings of AJR. The Recording Secretary shall also serve as assistant Secretary and perform the functions of the Secretary in the absence or disability of the Secretary. In such capacity, the Recording Secretary shall not be considered as a Board member. However, when such person assumes the responsibility of the Secretary, the status as a Board member shall be applied automatically.

Section 5: Treasurer: The Treasurer shall perform the duties and exercise the powers customarily incident to the Office of Treasurer and such other powers as may from time to time be assigned by the President or The Board. He or she shall review on a quarterly basis all annual budgets which have been adopted by The Board, as well as report periodically to The Board on the financial status of AJR. The Treasurer shall also supervise the preparation and submission of all required Federal, State and Local tax returns and annual reports. He or she shall also be empowered with The Board's approval, to employ the services of an independent accountant to perform an annual audit of all financial books and records, to perform such other specialized services as may be deemed necessary and appropriate. The Treasurer shall establish fiscal and budgetary policies and procedures for AJR.

Section 6: Public Relations Officer: The Public Relations Officer (PRO) shall work to improve the image and status of AJR in the Richmond Metropolitan and surrounding areas. He or she shall maintain effective communication with The Board and all media entities on an ongoing basis.

Section 7: Historian: The Historian shall safeguard the official records, correspondences and other documents in accordance with AJR's By-laws and the legal and regulatory guidelines of the Commonwealth of Virginia.

Section 8: Resignation, Removal, Vacancy: Any Officer/Board member may resign at any time by submitting written notice to the Secretary of AJR. Such resignation shall take effect at the time specified therein, or if no time is specified, it shall be effective upon receipt of the notice by the Secretary. Any Officer/Board member may be removed, who shall without reasonable cause as determined by the majority of the other Officers/Board members, fail to attend three (3) consecutive, or an aggregate of five (5) Board meetings. A vacancy, or vacancies on The Board, occurring for any reason, may be filled by appointing an active member, where such appointment will be executed by a majority vote of The Board, until the next Annual General Meeting. In the occurrence where the Vice President assumes the role of the President due to any circumstances rendering that action, a majority vote of the remaining Board shall be exercised to determine the severity of the vacancy and the necessity to appoint a replacement for the vacated office. When, for any unforeseen circumstances both the President and Vice President are incapable of performing their responsibilities specifically to conduct Board or Special meetings detrimental to the ongoing operation of AJR, the next ranking officer shall assume the role of presiding in such meetings.

Section 9: Signatures on Documents: As directed by The Board, all documents that require signatures must be signed by the President. For documents requiring signatures of more than one officer, any two (2) of the following officers, President, Vice President, Secretary or Treasurer are authorized.

Section 10: Conflicts Resolution: The Board will resolve ALL disputes.

ARTICLE V
STANDING COMMITTEES

Section 1: The Board shall from time to time appoint the Chairperson of all special or ad hoc committees. No Standing Committee shall have the power to incur any expenses, indebtedness or obligation on behalf of AJR, without the express written approval of The Board, except that The Board shall have the power to do so to the extent that such monies are available in an approved budget.

The Chairperson of each Standing Committee shall cause a written report to be submitted to The Board as to its activities/events and recommendations at any time, upon request by the Board. A full post-report of all events/activities must be submitted to The Board at least thirty (30) days after their fulfillment.

Section 2: The Standing Committees shall be, but not limited to:

Finance Committee: Develop the organization's annual financial plan.
Chief Duties:

1) Supervise the collection of funds and the expenditures according to the approved budget, as funds are available.
2) Responsible for the receipt and disbursement of all funds.
3) Insure proper safeguard for the above mentioned funds.
4) Make a quarterly report at General Meetings.

1) Aid in the coordination and scheduling of all programs.
2) Work in conjunction with the Membership Committee.
3) Initiate and research all activities/events/programs suitable to the guidelines set forth in the 501©3 requirements for tax-exempt organizations.
4) Generate an annual calendar of events for the organization.
5) Aid in the publicity and promotion of all events/activities/programs.
6) Maintain a list of contacts in the print media and broadcasting entities.
7) Maintain ongoing communication with The Board.
8) Make a quarterly report at General Meetings.

1) Work in conjunction with the Ways & Means Committee to plan meaningful programs for attracting new members.
2) Setup an electronic membership database which is easy to update and access.
3) Maintain regular access to the organization's website for information seeking contacts.
4) Establish a good liaison with local businesses for the purpose of advertising AJR.
5) Keep communication with members on a constant high level.
6) Make a quarterly report at General meetings.

1) Maintain, preserve and protect all the organization's real and personal properties and the insurance thereon.
2) Review with care all contracts, pertaining to property and equipment to avoid legal pitfalls.
3) Supervise and hold in trust all endowments and trust funds.
4) Be alert to recommend the acquiring of properties deemed in the best interest of the organization.
5) Maintain a clear communication link with the Finance Committee to have a current knowledge of available financial resources before embarking on a contractual commitment.
6) Make a quarterly report at General Meetings.

1) Research and identify entities that would qualify for AJR's support.
2) Keep an up-to-date list of government agencies, community organizations and private and corporate donors, their main contacts, phone numbers and addresses, that offer public assistance in whatever situation.
3) Work closely with The Board and Finance Committee.
4) Make a quarterly report at General meetings.

1) Examine the organization records to verify accuracy.
2) Make a quarterly report at General meetings.
3) Prepare a written report for the fiscal year of the financial audit.

1) Adhere to the guidelines set forth in the Operational Policies & Procedures.
2) Contact each prospective nominee to ascertain his/her willingness to serve.
3) Nominate one or more persons for each office being considered.
4) Report each nominee's name to the membership at least one (1) week before the election.
5) Prepare a ballot of the slate of officers.
6) Begin the selection/nomination process at least three (3) months prior to the election date.

ARTICLE VI
MEETINGS

Section 1: Annual General Meetings: The Annual General Meetings of AJR shall be held in October of each year, on a date determined by The Board.

Section 2: General Meetings: General meetings should be scheduled for at least four (4) times annually. These meetings are for the purpose of having interaction between the membership and The Board, about the overall operation of AJR.

Section 3: Executive Board Meetings: There shall be no fewer than four (4) Executive Board Meetings yearly.

Section 4: Special Meetings: Special Meetings may be called at any time by The Board. No business shall be conducted at Special Meetings, except as shall be indicated in the notice of the meeting.

Section 5: Notice of Meetings: Notice of the time, place and purpose of every General, Annual or Special Meetings of AJR, shall be communicated to each active member, as well as honorary member, not less than two (2) nor more than four (4) weeks prior to such meetings.

Section 6: Quorum: A majority of AJR members in good standing and present, shall constitute a quorum for any meeting of AJR. In any event a quorum shall consist of no fewer than five (5) members. A majority of any appointed committee shall constitute a quorum for the transaction of business of AJR.

Section 7: Voting Power: No person shall vote on any matter at any meeting or assembly, except members in good standing of AJR. There shall be no voting by proxy at any meeting or assembly of AJR.

Section 8: Order of Business: All meetings shall be conducted in accordance with the provisions of the By-Laws, unless the same be changed or suspended as therein provided and "Robert's Rules of Order" (its most up-to-date version) shall apply to any case not provided for herein.

ARTICLE VII
OPERATIONAL POLICIES & PROCEDURES

Section 1: An operational policies and procedures document, outlining normal day to day tasks handled by AJR, is provided as an addendum to these By-laws. Every effort should be made by The Board to promote its adherence, or in lieu of its use, The Board should instill in AJR officers and members, an organizational structure that reflects the highest meaning of the word, " integrity".

ARTICLE VIII
DISSOLUTION

Section 1: If AJR ceases business for any reason, the assets of AJR will be disposed of at the discretion of members in good standing at the time of dissolution.

ARTICLE IX
AMENDMENTS

Section 1: Amendments of By-Laws: These By-Laws may be amended by a two-thirds majority vote of members in good standing, except as otherwise provided by law. Notice of time and place for a meeting of the membership at which a proposed amendment to these By-Laws is to be considered, shall be sent to the members of AJR, not less than ten (10), nor more than thirty (30) days before the date of such a meeting.

Section 2: Legislative Amendments: In the event that any portion of these By-Laws is subsequently rendered invalid by act of the General Assembly of the Commonwealth of Virginia, those portions which are not affected by such legislation shall remain in full force and effect until and unless altered or repealed in accordance with the provisions herein.