CONSTITUTION AND BY-LAWS

ARTICLE I. NAME

Section 1.  The name of this organization shall be the  Dr. Martin Luther King, Jr. Memorial Foundation, Incorporated.  The foundation was chartered on January 30, 1989 by Martin Jackson, Andre’ Neal, Leannie Payne, JuCoby Pittman, Joseph Simmons, Gary Thomas, Marcus Nelson, and Willa Smith.

ARTICLE II. MISSION STATEMENT

This group was established on January 30, 1989, to honor the memory and the legacy of the late Dr. Martin Luther King, Jr.

In order to promote and further the ideals and the philosophy of this internationally renowned leader, we will coordinate annually, on the weekend of the Federal observance of Dr. King’s birthday, a host of activities commemorating the birthday of our fallen leader.

At the same time, it is only fitting and proper that we acknowledge all others whom have made contributions in our unending struggle for freedom, justice, and equality.

Additionally, we will undertake special projects during the year that is reflective of the works of Dr. King. Included in these projects are voter registration drives, scholarship funds, youth rallies, and other topics of interest.

This foundation considers itself to be a non-partisan, independent entity, whose sole intent is, in the words of Dr. King, "…. To feed the hungry, to clothe the naked…and just try to love somebody."

ARTICLE III. OBJECTIVES

Section 1. The objectives of the organization shall be: "To govern the operation of an organization committed to serving the global community by furthering the philosophy of Dr. Martin Luther King, Jr.

Section 2. To foster, encourage, and promote actions necessary to implement and deliver programs that will eradicate, eliminate, and reduce obstacles to each community member enjoying life, liberty, and the pursuit of happiness.

Section 3. To promote and advance the welfare of the community through community service and community action.

Section 4. To design and implement social, educational, and economic models and platforms within the community.

ARTICLE IV. STATUS

Section 1. The organization shall be designated as a non-profit organization, exempt from income taxes under the Internal Revenue Code, Section #501(c)3.

ARTICLE V. SUPPORT

Section 1. Support for the organization shall be based on the following:

The annual dues for membership in this organization shall be fifty dollars ($50.00), payable at Board of directors meetings at the discretion of the Board of directors.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. The management and control of the business shall be vested in a board of directors. The board shall consist of fifteen (15) persons who shall be elected at the annual meeting, and who shall hold office until their successors are elected. The board of directors may increase the number of directors by majority vote at any regular or special meeting; providing, however, that there shall not be more than fifteen (15) or less than twelve (12) directors.

Additionally, the organization will have a volunteer resource committee that will have its own organizational structure, (i.e., officers, committees, membership, etc.), and enjoying limited autonomy from the board of directors. However, each board member is an ex-officio member of the volunteer resource committee.

The volunteer resource committee will be governed by the by-laws and constitution of the Dr. Martin Luther King, Jr. Memorial Foundation, Incorporated.

Section 2. Quorum. Fifty-one per cent of the directors present shall constitute a quorum on the board.

Section 3. Regular meetings shall be held on the fourth Saturday of each month. If holiday, it shall be held on the Saturday preceding the regular meeting date (third Saturday).

Section 4. Special meetings of the board may be called by the president, or shall be called by him at the request of two-thirds of the board.

Section 5. The board shall be the Grievance Committee, and shall have original jurisdiction and plenary power to settle and adjudicate all grievances and charges from which there shall be no appeal. All such matters shall be decided by a two-thirds vote of the entire board membership.

All votes of the board relating to grievances or charges for suspension or expulsion from office or membership shall be by ballot. All other votes shall be by not less than a majority of the members present and voting, a quorum being present, and may be decided by any form of voting.

Section 6. The board shall, at the annual meeting in July, present the organization’s budget for the ensuing year, which shall be open to amendment and debate. The budget shall be approved by two-thirds vote of the organization’s members present and voting thereon.

Section 7. The board is a strictly volunteer organization that does not provide employment or compensation for officers or directors.

Section 8. The board shall have the power to recommend to the organization any proposals, including amendments to these by-laws.

The organization shall then decide these proposals in due course of proceeding. The board’s own recommendations on all matters shall be taken up under new business, unless otherwise ordered by a two-thirds vote of the organization members present and voting.

Section 9. The board of directors shall have the control and management of the affairs and business of this organization. Such board of directors shall only act in the name of the organization when it shall be convened by its Chairperson after due notice to all directors of such meeting.

Section 10. Each director shall have one vote and such voting may not be done by proxy.

Section 11. The board of directors may make such rules and regulations covering its meetings as it may in its discretion deem necessary.

Section 12. The President of the organization by virtue of the office shall be Chairperson of the Board of directors. The board of directors shall elect from its membership the offices of vice-president, recording secretary, treasurer, chaplain, and parliamentarian.

Section 13. A director may be removed when sufficient cause exists for such action. Counsel may represent the board of directors upon any removal hearing. The Board of directors shall adopt such rules, as it may in its discretion consider necessary for the best interest of the organization, for this hearing.

Section 14. The eight- (8) charter members shall be permanent members of the foundation. The term of office for each of the remaining seven foundation members shall be two years.

ARTICLE VII. OFFICERS & ELECTIONS

Section 1. The officers of this organization shall be a president, vice-president, recording secretary, treasurer, chaplain, and parliamentarian.

Section 2. The officers shall be elected at the annual meeting on the Fourth Saturday in July by secret ballot. The initial term of office shall be six months; after expiration of the initial term said officer may be elected by a two-third majority vote for a 1-1/2 year term of office. This one-year term is not inclusive of the initial term already served.

Section 3. All officers may succeed themselves for re-election to office with no exceptions.

Section 4. In the event of a vacancy in any office except that of the president, the members of the board shall fill the vacancy at the next regular meeting or at a special meeting called for that purpose. A 2/3-majority vote of the board shall be required to fill the unexpired term of an officer.

Section 5. In the event of a vacancy in the office of president, the vice-president shall assume the duties of the president for the unexpired term.

Section 6. Officers and committee chairpersons shall submit an annual report.

SECTION VIII. ELECTION OF BOARD MEMBERS

Section 1. Election of members of the Dr. Martin Luther King, Jr., Memorial Foundation shall be held on or before the March board of directors meetings.

Section 2. On or before February 1, of each election year, the President shall appoint and request the new membership committee to prepare a list of candidates. The committee will act as a nominating committee and will prepare a slate of candidates to be reviewed by the entire board of directors at the June board meeting of each election year.

Section 3. The new membership committee shall interview each nominee prior to the July board meeting and prepare a candidate fact sheet.

Section 4. The new membership committee shall distribute the slate of nominees to the entire board at the March board meeting.

Section 5. In the event more individuals are approved by the new membership committee as qualified nominees than there are vacant seats, the individuals receiving the most votes in joint balloting shall be elected.

Section 6. All regular terms of membership shall begin on April 1, and end on March 30.

ARTICLE IX. OFFICER DUTIES

Section 1. The President shall preside at all meetings of the organization. The President:

1. Shall be the Chairperson of the Board of directors;
2. Shall appoint the Chairperson of each standing committee (other members chosen by the Chairperson);
3. Shall ensure that all books, reports, and certificates as required by law are properly kept or filed;
4. Shall be one of the officers who may sign checks or drafts of the organization;
5. Shall have such powers as may be reasonably construed as belonging to the Chief Executive of any organization;
6. Shall be ex-officio member of all committees;
7. Shall appoint such special committees as may be authorized by the body;
8. Shall render a condensed annual report;
9. Shall obey all lawful orders of the body and be thoroughly familiar with the organization’s by-laws and the rules of parliamentary law and procedures.

Section 2. The Vice President shall assume and perform the duties of the president in the absence or disability of the president. In the event of the resignation or death of the president:

1. Shall become president for the unexpired term;

2. Shall become thoroughly familiar with the by-laws and rules of parliamentary law;

The Secretary shall have cause to mail a notice advising of the time and place of such annual meeting to every member in good standing at the member’s current mailing address as it appears in the Membership Roll Book.

Section 2. A QUORUM

The presence of not less than 51% of the membership shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by the By-Laws.

The Secretary shall have notify the membership absent when the meeting was originally scheduled. A quorum as herein before set forth shall be required at any adjourned meeting.

Section 3. Special Meetings

The President may call special meetings of this organization when deemed in the best interest of the organization. Notices of such meetings shall be mailed to all members at their addresses as they appear in the membership roll book at least three, but no more than 14 days before the scheduled date set for such special meeting. Such notice must state the reasons for calling the meeting, and the business to be transacted.

ARTICLE XII. SALARIES

Section 1. The Board of directors shall hire and fix the compensation of any and all employees. Raises, bonuses, special payments, or any other salary consideration, including independent contractor remuneration must be submitted by the Executive Director, in writing, to the Board of directors for approval.

ARTICLE XIII. COMMITTEES

Section 1. The President shall appoint all committees of this organization, and their term of office shall be for a period of one year.

Section 2. The permanent committees shall be:

1. New Membership
2. Fund-raising
3. Parade
4. Grievance
5. Communications

Section 3. The President shall define the duties and responsibilities of each committee.

ARTICLE XIV. ORDER OF BUSINESS

Section 1. The order of business in regular meetings of the organization, except its annual meeting, shall be as follows:

1. Call to order by the president
2. Prayer
3. Reading of the minutes and their approval
4. Treasurer’s report
5. Director’s report
6. Standing committee chairperson report
7. Unfinished business
8. New business
9. Announcements of functions, dates, or events
10. Prayer
11. adjournment
12. Social hour

Section 2. The order of business at the annual meeting shall be as follows:

1. Call to order by the president
2. Prayer
3. Reading of the minutes and their approval
4. Summary of communications and correspondence
5. Annual Reports (all officers)
6. Unfinished Business (Election of Officers and Executive Board)
7. Installation of Officers
8. Adjournment
9. Refreshment hour

ARTICLE XV. PARLIAMENTARY AUTHORITY

Section 1. The rules contained in Roberts Rule of Order. Parliamentary authority in all cases not covered by these guidelines.

ARTICLE XVI. AMENDMENTS TO BY-LAWS

Section 1. Any regular or special meeting may amend these by-laws to be approved by two-thirds of the members present and voting, providing notice, including the subject, the proposed amendment, has been given in the call for the meeting.

ARTICLE XVII. DISSOLUTION

Section 1. Upon dissolution, liquidation and winding up of the Corporation, the Board of directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, and to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization under Section 501©(3) of the Internal Revenue Code of 1986 as amended, as the Board of directors may determine.

Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Corporation is then located, exclusively for such purposes, or to such organization or organizations, as the court shall determine.