BYLAWS/CONSTITUTION OF
NAWFIA DEVELOPMENT UNION (NDU-USA, INC.)
Adopted in 2015
ARRANGEMENT OF SECTIONS
Preamble…….……………………………………………………………………………………2
Article I: Objectives…….…………………………………………………………………..…….2
Article II: Admission and membership…….…………………………..…………………………2
Article III: National Executive Board…….……………………………………………………....3
Article IV: Officers, their duties and responsibilities…….…………………………………….....3
Article V: Board of Directors…….……………………………………………………………….5
Article VI: Elections and Procedures…….……………………………………...………………..5
Article VII: Removal from office…….…………………………………………..……………….6
Article VIII: Meetings…….………………………………………………………………………7
Article IX: Budget…….…………………………………………………………………………..7
Article X: Revenue…….……………………………………………………………..…………...8
Article XI: Expenditure…….…………………………………………………… ……………….8
Article XII: Auditing of NDU-USA Accounts…….…………………………………………….10
Article XIII: Benefits and Rewards…….………………………………………………..………10
Article XIV: General Provisions…….………………………………………………….……….10
Article XV: Non-Liability of Officers, Directors and others…………………………………....11
Article XVI: Alternative Dispute Resolution…….……………………………………………...12
Article XVII: Liability Insurance…….…………………………………………………….……13
Article XVIII: Severability of the Constitution/Bylaws…….……………………………...…....13
Miscellaneous: Adoption…….…………………………………………...……………………...14
PREAMBLE
The people of Nawfia ancestry living in the United States of America, who are dedicated to the development of Nawfia Town, as well as to the promotion of educational, scientific, social, cultural, and welfare activities among its members and affiliate persons and entities, do hereby establish this bylaws/constitution for NAWFIA DEVELOPMENT UNION U.S.A., INC. hereafter referred to as NDU-USA.
NDU-USA shall be made up of people of Nawfia ancestry (indigenes and their families) residing in the United States of America.
NDU-USA shall be independent of all other organizations.
ARTICLE I: OBJECTIVES
Section 1: Promote unity and progress among the people of Nawfia.
Section 2: Embark on sound projects and programs within its financial resources for the benefit and development of Nawfia town in general, and the welfare of its inhabitants in particular.
Section 3: Serve as an avenue for the promotion of cultural activities among NDU-USA members.
Section 4: Promote cooperative relationship between its members and members of other communities in the United States.
Section 5: Promote international understanding and cultural exchanges between Nawfia in Nigeria and the United States of America.
ARTICLE II: ADMISSION AND MEMBERSHIP
Section 1: Membership is open to all people of Nawfia ancestry and their families residing in the United States of America.
Section 2: To be a full member, a person must belong to the NDU-USA local affiliate association (Chapter) in his/her area of residence, except that where no Chapter exists or an existing Chapter officially withdraws its affiliation with NDU-USA, such a person may join NDU-USA directly.
Section 3: To become an affiliate or Chapter of NDU-USA, a local association of Nawfia people shall host a NDU-USA National Convention at its sole cost and expense. That Chapter shall also make a commitment to join the queue with other member Chapters taking turns to host subsequent National Conventions.
Section 4: Each recognized Chapter of NDU-USA shall set its own local membership criteria and catchment area and notify NDU-USA in writing. (For example, a Chapter based in a City Metro area may set a mileage distance from its City Hall and encourage all people of Nawfia ancestry residing within that catchment area to belong to the Chapter. Failure to belong to the local Chapter by an individual or family may disqualify that individual or family from membership in NDU-USA. This example is for illustration only).
Section 5: Each recognized local affiliate or Chapter of NDU-USA shall submit the list of its members in good standing to the NDU-USA President by the end of every January.
Section 6: An active member is one who has duly registered and is financially up-to-date or not delinquent in all financial obligations to NDU-USA.
Section 7: The affairs of NDU-USA shall be coordinated by a National Executive Board (NEB) constituted by the Presidents of the local affiliate Chapters that have hosted one or more NDU-USA National Convention(s) and are duly admitted to the membership of NDU-USA.
ARTICLE III: THE NATIONAL EXECUTIVE BOARD (NEB)
The NDU-USA National Executive Board (NEB) shall consist of all of the Presidents of the Chapters that are duly admitted into the NDU-USA and have remained in good standing by hosting the National Conventions when their turn rolls around according to the rotation schedule recognized by the NDU-USA NEB and General Assembly. The General Assembly consists of all members at a General Meeting of NDU-USA during an annual National Convention.
Duties of the NDU-USA National Executive Board (NEB): The NEB shall:
1. Run the day-to-day affairs of NDU-USA;
2. Implement all decisions as mandated by NDU-USA General Assembly at one or more of the National Conventions;
3. Have the authority to spend up to $3,000 in one calendar year for purposes they consider to be of great interest to NDU-USA but, which have not yet been discussed and mandated by the General Assembly at a National Convention;
4. In an emergency situation requiring an expenditure of more than $3,000 on purposes that have not yet been deliberated upon by the General Assembly at a National Convention, the National Executive Board may deliberate on it and if the majority approves it, the decision shall be presented to the general membership through the respective Chapters represented by the NEB member Presidents for pre-approval before spending the money.
ARTICLE IV: OFFICERS, THEIR DUTIES AND RESPONSIBILITIES
Section 1: The officers of NDU-USA shall be appointed from within the National Executive Board (NEB). They shall comprise: a Chairman or President, Secretary, and Treasurer and/or Financial Secretary. When necessary and appropriate, the NDU-USA NEB may decide to appoint also a Vice President, Assistant Secretary, and Assistant Treasurer to assist the respective primary officers in the efficient discharge of their duties and responsibilities.
Section 2a: The Chairman or President Shall be the chief executive officer of NDU-USA, and shall: i) Convene and preside over general, executive, emergency and other NDU-USA meetings If the National President cannot attend a National Convention, prior to the convention and with the full knowledge of the NEB, he/she may designate another Board member to preside over the General Assembly deliberations. In the event that the National President is absent without any à priori designation of another NEB member to preside over the General Assembly, the NEB members present at the convention shall hold a brief emergency Executive Board meeting and decide which one of them shall preside over the deliberations. If no other Board member is present other than the President of the chapter that is hosting the National Convention, he/she shall preside over the General Assembly deliberations; ii) Present and monitor the annual operating budget to the National executive board by the beginning of the third quarter of every year; iii) Present a written account of stewardship annually to the National Convention General Assembly; iv) Have the power, after consultation and with the consent of the National Executive Board, to sanction or suspend any member(s) of NDU-USA whose conduct violates an express provision of the NDU-USA constitution or any rule, regulation, policy, or procedure established and/or adopted by the NDU-USA General Assembly;
Section 2b: Where applicable, the Vice President shall: Perform the duties of the President in his/her absence; Assist the President in the discharge of his/her duties.
Section 3a: The Secretary shall: (i) Coordinate and maintain NDU-USA’s secretariat and Keep records of the proceedings in all meetings of NDU-USA General Assembly and National Executive Board (NEB); (ii) Be responsible for all NDU-USA correspondences in consultation with the President; (iii) Keep a permanent and up-to-date file of the names, addresses, and telephone numbers of all NDU-USA members; (iv) Maintain an official record of minutes and amendments to minutes; (v) With the consent of the NEB, Fill the role of President, in the event of an unfilled vacancy in the position of President for any reason, and without a Vice President, until the NEB elects a new President.
Section 3b: Where applicable, the Assistant Secretary shall: Perform the duties of the Secretary in his/her absence; Assist the Secretary in the discharge of his/her duties.
Section 4a: The Financial Secretary and/or Treasurer shall: i) Keep proper records of all the finances of NDU-USA. ii) Collect all monies pledged to NDU-USA and deposit all monies and financial instruments received into an official NDU-USA bank account within 72 hours of receipt, and notify the President within 24 hours of such deposit. Issue receipts for all monies collected on behalf of NDU-USA. iii) Keep an accurate account of the revenues and expenditure of NDU-USA’s fund, and specifically a compilation of NDU-USA statements of account, and distribute a quarterly bank statements to the NEB. d) Maintain a comprehensive financial list of all members with information on dues, fines, grants, other credit and debts, etc. iv) Send a copy of the financial and membership records to all NDU-USA members annually, and present same at the Annual National Convention General Assembly meetings of NDU-USA.
Section 4b: Where applicable, the Assistant Treasurer/Financial Secretary shall: Perform the duties of the Treasurer/Financial Secretary in his/her absence; Assist the Treasurer/Financial Secretary in the discharge of his/her duties.
ARTICLE V: BOARD OF DIRECTORS
The National Executive Board (NEB) shall constitute the Board of Directors (BoD) for all purposes requiring the function of such a Board of Directors. Anyone who ceases to be a member of the NEB may continue to serve on the BoD upon the approval of a majority of the NEB membership.
ARTICLE VI: ELECTIONS AND PROCEDURES
Section 1: There shall be no general election of officers. This is to avoid the distractions caused by such political processes and to focus on devoting all our efforts to accomplishing our main goal of contributing our very best toward the development of our hometown, Nawfia, for the benefit of its inhabitants and visitors. The provisions set out in this article and other parts of this constitution apply only to the national organization of NDU-USA as it is governed by the NEB under mandate by the meeting of the General Assembly held annually during the NDU-USA National Conventions. Individual Chapters are entirely free to determine their Chapter activities and procedures including how to elect their Chapter Officers – a process over which the NDU-USA NEB or General Assembly shall have no jurisdiction.
Section 2: Members of the National Executive Board (NEB) who are the Presidents of their respective Chapters shall elect the NDU-USA officers from among themselves. There shall be no self-nomination of candidates for positions, and no campaigning or politicking of any kind. Each candidate shall be nominated by a different member of the NEB, and a candidate that receives the highest vote for any position stands elected to that position. The elected officers shall be presented to the General Assembly at the next National Convention following their election. Election to a position shall be based on the perceived potential of a candidate to serve in that position with utmost responsibility, honesty, integrity, and respect for the best intentions and efforts of NDU-USA and the Nawfia community at large.
Section 3: The duration of service for each position shall be three (3) years, and shall be deemed to run from National Convention to National Convention. An officer may be re-elected to the same or a different position after his/her 3-year term of service, except that no officer shall serve in the same position for more than two consecutive 3-year terms.
Section 4: To ensure a smooth and continuous functioning of the National Executive Board, all officers shall not start and end their 3-year term of service at the same time. The 3-year term of service for a given officer is independent of that of any other officer, such that each officer serves three years from the time he/she is elected, as determined by the times of the National Conventions. For instance, a President/Chairman, can only preside over the General Assembly at three consecutive National Conventions. Even if a National Convention does not take place in any year for any reason, his/her term of service is still considered to have gone through its regular annual cycle. If the year of the skipped National Convention happens to have been the year that that serving President would have presided over his/her third and last General Assembly before his 3-year term expires, the next National Convention will be presided over by the new President, although the past president will be given the opportunity to render the account of his/her stewardship for his/her last year of service at this General Assembly. This illustration shall apply to other officers as well, if and when necessary.
ARTICLE VII: REMOVAL FROM OFFICE
Section 1: Good and appropriate behavior and proper representation of NDU-USA are expected of every officer; anything less is unacceptable to NDU-USA. Thus, an officer may be removed for, but not limited to, the following conducts: Any act of constitutional infringement or failure to abide and comply by NDU-USA constitution/bylaws and decisions; Misappropriating NDU-USA finances or financial records; Tampering with NDU-USA properties; Conversion of NDU-USA’s property to uses other than the ones they are meant to serve; Breach of fiduciary duty to NDU-USA and its members; Physical and extremely profane verbal assault to any other member of NDU-USA, their family or guest, or bringing disrepute, embarrassment and shame to NDU-USA; Misrepresentation of NDU-USA in any form or fashion; Conviction for a criminal offense or felony under a US jurisdiction.
Section 2: Given that the National Executive Board (NEB) is constituted by the Presidents of the Constituent Chapters of NDU-USA, a NEB member shall continue to serve on the NEB as long as he/she remains the President of the Chapter they represent. When that member ceases to be a Chapter President, they are expected to resign from the NEB. In the case of a dispute at the Chapter level regarding whether the current serving NEB member is still the Chapter President, a letter signed by the duly elected Chapter officers (and other members in good standing) should be addressed to the NDU-USA Chairman/President stating why the current serving NEB member is no longer the Chapter President and who the new Chapter President is. The NEB shall investigate the matter and make a concerted effort to resolve the matter amicably. Ultimately, the person found to be the generally accepted Chapter President by the majority of the Chapter members that are in good standing and recognized to be active and responsible participants at NDU-USA annual National Conventions shall be recognized as the Chapter President to serve on the NEB. If the NEB Chairman is the person being protested against by his/her native Chapter, such a letter may be addressed to the NEB Secretary or any other NEB officer.
Section 3: Any officer found to have violated any of the provisions in Section 1 of this Article may be advised to resign his/her position after the NEB has investigated the situation and found this officer to have acted out of irresponsibility or grave negligence. The decision to call for resignation will be based on a simple majority vote of ALL current members of the NEB by open ballot duly recorded in the minutes of the meeting of the NEB where such a decision has been made. Each NEB member is expected to participate at such deliberations, which is possible because it can be (and is often) done by remote (telephone or web) conferencing facilities. If the final decision is to ask an officer to resign his/her position, such an officer is expected to accept it in good faith and resign, knowing that it is for the greater good of NDU-USA and Nawfia. If he/she refuses to resign after such a decision has been reached, the matter will be reported to the General Assembly at the following National Convention, and whatever decision is reached at the General Assembly is upheld as final. Resignation from office does not preclude serving on the NEB, and an NEB member shall continue to serve until he/she is no longer a Chapter President, as provided in Section 2 of this Article.
ARTICLE VIII: MEETINGS
Section 1: National Executive Board (NEB) Regular/Emergency Meetings: There shall be an executive (NEB) meeting at least every quarter and emergency meetings to be convened by the President as the need arises.
Section 2: NEB Decision Making: All decisions shall be validated by general acceptance or votes of a simple majority of members present at the meeting. In an impasse, the President or the presiding officer shall cast the deciding vote. Under no circumstances shall there be an arbitrary “ruling” as a way of validating any decision. Under certain circumstances, such as matters that are not expressly defined by the General Assembly, each member of the NEB is expected to consult appropriately with their respective Chapter memberships to determine their general inclination about a matter, in order that decisions will represent the general interest and ideas of the NDU-USA general membership.
Section 3: General Assembly meetings and Decision Making: There shall be a General Assembly meeting of all NDU-USA members at the annual National Conventions, at which all members in good standing have the same opportunity to make suggestions, participate in deliberations, and are eligible to vote for matters under discussion. The Major decisions of NDU-USA are made at these General Assembly meetings. These include the discussion and selection of projects that NDU-USA shall undertake, and any major modifications or changes thereof based on viability and progress as presented by the NEB and any committees that may be appointed by the General Assembly at a previous National Convention. Anyone who wants to participate in the matters affecting NDU-USA must attend the National Convention and participate in the deliberations of the General Assembly where such matters are discussed and decisions made. Major matters that require the deliberations and decisions by the NDU-USA general body cannot be discussed any other way. Discussions by other methods, such as by phone or chain letters or e-mails are invalid.
ARTICLE IX: BUDGET
Section 1: NDU-USA shall have an annual budget to be prepared by the President in consultation with the Treasurer.
Section 2: The President shall present the annual budget to the National Executive Board at least one month before the National Convention of each year and the NEB would approve the budget before presentation to the National Convention General Assembly.
ARTICLE X: REVENUE
Section 1: There shall be no membership fee for NDU-USA, as membership is generally through the constituent Chapters. However, Chapters are free to determine the conditions for admission to their local membership.
Section 2: The primary source of revenue for NDU-USA are the donations at our annual National Conventions. These donations are properly recorded and accounted for by the host Chapter, which simply deducts its expenses for organizing the convention, and submits the balance to the National President or Treasurer for deposit into the national account. Although, there is no membership fee at the national level of NDU-USA, a clear record of attendance to National Conventions and donations by all persons of Nawfia ancestry must be maintained by the President and Treasurer, as this record is used to establish those in good standing with NDU-USA, and circulated to active participants annually.
Section 3: Because NDU-USA is determined to maintain the highest level of transparency, honesty, accountability, and integrity in all aspects of its operations, all pledges of donations are expected to be fully paid by the donor. Therefore, any donation announced by anyone at a National Convention will be recorded against their name as a debt to NDU-USA until the amount is fully paid.
Section 4: NDU-USA will make every effort to be registered appropriately as a tax-exempt charitable organization, such that donations may be tax-deductible. NDU-USA tax-exempt status must be effective at the latest one year from the day this constitution became effective.
Section 5: Other Revenue Sources: NDU-USA shall accept donations, contributions, personal and real properties, bequests and other valuables from other entities and individuals.
ARTICLE XI: EXPENDITURE
Section 1: All NDU-USA expenditure shall be aimed at implementing only development projects in or around Nawfia for the overall benefit of its inhabitants, as per the mandate of the NDU-USA General Assembly at one or more National Conventions. The expenditure may also include the cost of administrative and other processes that legally facilitate the implementation of such projects or that legally enhance the ability of NDU-USA or its NEB to perform its functions effectively and efficiently. Expenditures that are aimed at benefitting individuals, groups, or other entities (even if these are part of NDU-USA) are prohibited, except under special circumstances as provided in Sections 2 and 4 of this article.
Section 2: The National Executive Board (NEB) shall have the authority to spend up to $3,000 in one calendar year for purposes they consider to be of great interest to NDU-USA but, which have not yet been discussed and mandated by the General Assembly at a National Convention. In an emergency situation requiring an expenditure of more than $3,000 on purposes that have not yet been deliberated upon by the General Assembly at a National Convention, the National Executive Board may deliberate on it and if the majority approves it, the decision shall be presented to the general membership through the respective Chapters represented by the NEB member Presidents for pre-approval before spending the money.
Section 3: In a situation that requires urgent action, the president is authorized to spend up to $1,000 (one thousand dollars only) for NDU-USA business or project, once in one calendar year (i.e. January through December of each year), without the prior approval of the National Executive Board. He/she shall then report the expenditure and the reasoning for incurring it to the NEB and provide the details and receipts of the expenditure to the Treasurer or Financial Secretary for accurate accounting and record keeping.
Section 4: NDU-USA funds shall not be used to cover travel or other personal expenses of members or anyone else even in the conduct of NDU-USA business, except in special circumstances, and with pre-approval by the National Executive Board. This is to ensure that the limited resources we are able to collect can fund some real tangible projects that truly bring positive development to Nawfia for its inhabitants, and to avoid abuse of funds. Members are expected to be willing to help NDU-USA carry out some errands while they are on travel for their own personal or other purposes.
Section 5: All receipts and invoices of expenses incurred on behalf of NDU-USA for which funds are claimed must be kept very clean and submitted to the Financial Secretary or Treasurer for record-keeping and proper accounting.
Section 6: Banking and Investment Account: The president, Financial Secretary and Treasurer shall be designated the signatories of NDU-USA accounts in any financial institution located anywhere in the world. NDU-USA checks and financial instruments must, at all times, be signed by at least two of the designated signatories. The President and/or Treasurer/Financial Secretary shall distribute quarterly statements to NEB.
Section 7: Withdrawal of Money from NDU-USA Accounts for approved NDU-USA Projects
a. The President or his/her designee is authorized to withdraw and disburse money from the bank account in Nawfia (or any other town or location in Nigeria) for projects or purpose approved by NDU-USA General Assembly or the National Executive Board.
b. No additional signature or counter-signature shall be necessary provided the President has done due diligence to ensure that such preapproved withdrawals are made securely, perhaps by instructions to the manager of the bank in Nawfia (or any other town or location in Nigeria).
c. The President shall notify the Financial Secretary or Treasurer of such withdrawal by e-mail or other written communication, directly or through a third party.
d. The President shall submit a detailed written report to the Financial Secretary, Treasurer, and the National Executive Board (NEB) explaining each withdrawal and disbursement together with supporting receipt, invoice and other pertinent documentation within a reasonably short time period after the completion of the project or purpose.
ARTICLE XII: AUDITING OF NDU-USA ACCOUNTS
a. NDU-USA accounts shall be audited externally every three (3) years at the end of each term of office of the President. b. The accounts shall be audited internally every year and an audit report distributed to the National Executive Board for approval and distribution to NDU-USA General Assembly at a National Convention. The cost of using external auditors shall be subject to pre-approval by a simple majority vote of NDU-USA General Assembly at a National Convention.
ARTICLE XIII: BENEFITS AND REWARDS
Section 1: There shall be no financial benefits or rewards of any kind to any individual, group, or entity within or outside of NDU-USA.
Section 2: Any awards or rewards to be given in recognition of meritorious services to NDU-USA shall be only in the form of a Certificate or a Letter and shall be pre-approved by the National Executive Board.
ARTICLE XIV: GENERAL PROVISIONS
Part 1: Code of Conduct
While good behavior is expected of all members, the following acts shall specifically violate NDU-USA code of conduct: a) Fighting and other forms of disorderly conduct in all NDU-USA meetings and events; b) Violent behaviors or conducts during all NDU-USA meetings or events; c) Use of foul, abusive or disrespectful language; d) Abuse of alcoholic beverages during NDU-USA functions.
A fine of $100 or an amount to be determined by the National Executive Board, based on the extent of the damage, may be assessed against any individual or groups that violate the Code of Conduct.
Part 2: Amendments
This bylaws/constitution of NDU-USA may be amended provided the following requirements are met: The call for an amendment shall originate from a member and must be in writing. Notice of a planned amendment must be circulated to members at least 30 days before the National Convention at which such amendment will be discussed. A 2/3 (two-thirds) majority of the members of NDU-USA in good standing participating in the vote at the General Assembly must approve the amendment.
Action on any proposed amendment shall be at a live General Assembly meeting of NDU-USA during a National Convention. The adopted amendment shall be signed by NDU-USA President, Secretary, and every individual participating in voting to adopt the amendment. All approved amendments shall take immediate effect from the day of adoption.
Part 3: Conflict with United States Constitution:
Where the terms of this Bylaws/constitution is in conflict with the Constitution of the United States of America, the Constitution of the United States of America shall supersede.
Choice of Law: Maryland State Law is the choice of law for all matters affecting NDU-USA and its members.
ARTICLE XV: NON-LIABILITY OF OFFICERS, DIRECTORS AND OTHERS
1. All Officers, members of the National Executive Board, Board of Directors, Committees, duly appointed and designated representatives of NDU-USA shall not be personally liable for their actions and consequences of their actions if such action was carried out in good faith on behalf of NDU-USA and the action conforms to the provisions of this constitution/bylaws.
2. NDU-USA shall defend, indemnify and hold harmless, at its own cost, any claim brought against any Officer, Members of the National Executive Board, Board of Directors, Committees duly appointed and designated representative of this organization who is accused, charged or sued as a consequence of his or her action carried out in good faith and in full conformance with the provisions of this constitution/bylaws, on behalf and with due authorization of NDU-USA.
3. Any Officer, Members of the National Executive Board, Board of Directors, Committees, duly appointed and designated representative of NDU-USA who engages in an action not authorized by this constitution/bylaws and not authorized by the majority of the general membership at a duly constituted General Assembly meeting, shall be personally liable for his or her action and shall defend him or herself, at his or her own cost, in the event of any charge or complaint arising from such action and shall be personally liable for damages awarded against him or her. NDU-USA expressly states that it does not approve, authorize, condone or sanction any unlawful, illegal, reckless, malicious or improper conduct, action or activity committed, engaged in, undertaken, or done by its officers, executives, trustees, representatives or agents in all circumstances. Therefore, NDU-USA shall not provide any defense, indemnification, contribution or assistance to any officer, executive, representative or agent engaging in such conduct, action or activity.
NDU-USA Member(s) must initial below:
(Single Man or Husband) _____________
(Single Woman or Wife) _____________
ARTICLE XVI: ALTERNATIVE DISPUTE RESOLUTION
1. All members of NDU-USA, their heirs, representatives, agents and estate hereby agree that any and all disputes, claims or controversy arising out of or relating to NDU-USA or from carrying out of the duties of the officers, directors, committees, appointed and designated representatives of NDU-USA shall be submitted to a binding arbitration.
2. Aggrieved member(s) shall appoint one arbitrator who shall be an individual unrelated to the aggrieved member(s) and disinterested in NDU-USA. NDU-USA shall appoint one arbitrator who is a non-member. The two appointed arbitrators shall select a neutral arbitrator. The neutral arbitrator shall be the chairperson of the arbitration panel.
3. The arbitrators shall set a date, time and location of the hearing, set a deadline for each party interested in the matter to submit a written statement to the arbitrators and copy of every such written submission shall be served simultaneously on all named parties or entities in the matter.
4. The arbitrators may hear oral testimonies of all interested parties and may request specific individuals with pertinent knowledge to appear and give testimony on set dates, time and location.
5. The arbitration hearing shall be a closed hearing whereby only parties’ lawyers, if represented by lawyers, and the testifying individual/witness shall be present during any testimony to the arbitration panel.
6. At the conclusion of the arbitration hearings, the arbitrators shall decide the matter on a simple majority vote.
7. The arbitrators shall issue a written decision within 30 days of the conclusion of all testimonies; such decision shall be served on all named individuals or entities in the complaint by regular mail and certified mail postmarked within the 35 days of the conclusion of testimonies.
8. Regardless of the outcome of the arbitration, each arbitrator shall be paid by the person(s) or entity that appointed that arbitrator and all parties to the arbitration shall share equally to pay the neutral arbitrator.
9. Regardless of the outcome of the arbitration, the cost of arbitration such as for purchase of stationeries, postages for sending arbitration notices and arbitration decision, shall be shared equally by all participants in the arbitration.
10. The decision of the arbitration panel, by a simple majority vote of the arbitration panel members, shall be final and binding on all parties.
NDU-USA Member(s) must initial below:
(Single Man or Husband) _____________
(Single Woman or Wife) _____________
11. The decision of the arbitrators may only be reviewed in a Maryland State Court for the following: (a) evident partiality by the neutral arbitrator; or (b) fraud; or (c) corruption; or (d) refusal to hear “pertinent and material” evidence; or (e) for act exceeding the powers of the arbitrators as provided in this constitution-bylaws. There shall not be a court review based on any ground not enumerated in this paragraph.
12. The arbitrators may award monetary damages as provided in paragraph 14 below or issue a decision for a party to do or cease from doing a specific act.
13. The only damages allowed are actual provable liquidated monetary damages. The arbitrators shall not award consequential damages or punitive damages or both.
14. The arbitrators shall meet the following criteria: (a) the neutral arbitrator shall be either a retired judge of a State of Maryland Superior Court, Maryland Court of Appeals, Maryland Supreme Court, Federal District Court of any Jurisdiction within the USA, Federal Court of Appeals of any jurisdiction in the USA, or U.S. Supreme Court or a trial lawyer with at least 20 years of practice experience; (b) the party-selected arbitrators shall not be related by blood, work association or socially to the party selecting the arbitrator and shall not have any interest in the outcome of the arbitration proceeding.
15. Any arbitration hearing must take place in the state of Maryland.
16. Maryland State law is the choice of law for any matter involving NDU-USA and its members.
NDU-USA Member(s) must initial below:
(Single Man or Husband) _____________
(Single Woman or Wife) _____________
ARTICLE XVII: LIABILITY INSURANCE
NDU-USA recommends that all host chapters validate that host venues have General Liability Insurance before every national convention. NDU-USA shall not take any responsibility for liability at venues where our events are held only on a temporary basis.
ARTICLE XVIII: SEVERABILITY OF THE CONSTITUTION/BYLAWS
If any provision or provisions of this constitution/bylaws shall be held to be invalid, illegal, and unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
ADOPTION OF THE CONSTITUTION/BYLAWS AS REVISED IN 2015
By my/our name(s) and signature(s) shown below, I/we the member(s) of Nawfia Development Union – USA, Inc. (“NDU-USA”) hereby adopt this Constitution-Bylaw as the guiding document for all activities of this Organization. I/we agree to abide by the provisions of this Constitution- Bylaw. I/We have read and understood the provisions of this Constitution-Bylaw and willingly wish to abide by it by signing our name(s) below.
(Note: Each NDU-USA Member (i.e. Husband and Wife for family membership or individual member in the case of single membership) shall sign one signature page and return it to the Secretary of this Organization or the Membership Committee within 60 days from the official adoption of this document.
______________________________________________ (Print full name above the line)
______________________________________________ (Signature above the line)
______________________________________________ (Date)
______________________________________________ (Print full name above the line)
______________________________________________ (Signature above the line)
Print 