ARTICLE 1: THE ESAN PROGRESSIVE ASSOCIATION *

ARTICLE II: OBJECTIVES/PURPOSES *

ARTICLE III: MEMBERSHIP *

ARTICLE IV: ORGANIZATIONAL STRUCTURE *

ARTICLE V: DUTIES *

ARTICLE VII: ELECTIONS OF OFFICERS *

ARTICLE V11: TERM OF OFFICE *

ARTICLE VIII: MEETINGS *

ARTICLE IX: AWARDS *

ARTICLE X: REVENUE/EXPENDITURES *

ARTICLE XI: AMENDMENTS *

STATE OF GEORGIA KNOW ALL MEN BY THESE PRESENTS:

ESAN PROGRESSIVE ASSOCIATION OF ATLANTA, INC.

That the ESAN PROGRESSIVE ASSOCIATION, shall be a non-profit, non-political Association, whose purpose shall be to preserve and promote the Esan Cultural heritage; to enhance the welfare of the indigenous people of Esan; and to encourage mutual cooperation among the Esans and other Nigerians in the United States.

The ESAN PROGRESSIVE ASSOCIATION hereafter referred to as the "Association" shall conduct its activities within the confines of this Constitution and subsequent amendments:

The Esan Progressive Association of Atlanta shall be the official name by which the Association conducts its activities and businesses.

1. The Association shall be a nonprofit Association.
2. The Association's funds, interests, dividends, shall not be paid to its members as remuneration.
3. At the end of each fiscal year, the balance of all the Association's funds from the passing fiscal year shall automatically be transferred to the funds of the new fiscal year.

The Association's fiscal year shall be from January 1^st to December 31^st.

1. Monthly briefings of the Associations finances shall be made available to members during its General Assembly meetings.
2. The Association's financial statements shall be provided quarterly to members during its General Assembly meetings.
3. Any active member can request to examine the Association's financial position in writing
4. The Association shall submit annual financial report to the Internal Revenue Service.

1. The Association shall operate a checking account at an FDIC bank.
2. The President, Treasurer, Secretary and Vice President where applicable shall be the only authorized signatories to withdrawals in cash or check from the Association's account.
3. Two of the above signatories shall be required for any disbursement.

Review Committee shall be appointed by the General Assembly during or before the last General Assembly meeting of the Association's fiscal year and when necessary.

1. To preserve and promote Esan Cultural heritage amongst members, other Nigerians and the rest of the world.
2. To promote the interest and welfare of all members.
3. To promote cooperation, harmony and unity among members.
4. To encourage commerce and educational excellence of all members.
5. To enhance communication and dissemination of information among members.
6. To create a forum for intellectual exchange of ideas.
7. To promote and encourage Esan Ethnic habits amongst members.
8. To provide assistance as necessary to members - financial and/or otherwise.
9. To help in the development of the Esan Communities in Nigeria and other places.
10. To provide the framework for conflict resolution among members.

A member shall be,

1. An Esan from the present Edo State of Nigeria.
2. Spouses and children (including step, foster, and adopted) of an Esan from the present Edo state of Nigeria.

An Active Member Shall Be,

1. All members as defined in section 1 above, and
2. officially registers with the Association and
3. in attendance of not less than half (1/2) (three out of six) of scheduled monthly meetings in  the last twelve months.
4. Pay dues regularly as set forth in the constitution (not more than six months past due).

A Guest Shall Be,

1. A visitor of a member as defined in section 1 and Section 2 (a), (b) and (d) above.
2. A member of other Esan Association within the United State of America and overseas.

An honorary Member Shall Be,

1. A bona fide citizen of Nigeria and/or other non-Nigerians who are interested in the culture and welfare of the Esan people.
2. Others not included in sections 1, 2, 3 above

1. All member shall complete a Registration form and
2. pay a one-time Registration fee, as set by the General Assembly, as long as membership is maintained.

Upon being duly registered as a Member, such a person shall take an oath of allegiance to be administered by the Secretary as specified below:

"I, .................................., having been duly registered as a member of the Esan Progressive Association of Atlanta, do hereby solemnly

declare that:

9. I willingly and voluntarily accept the membership of the Esan Progressive Association of Atlanta and do hereby wave my Right to sue the Association in the court of law and agreed to resolve any problem(s) that might arise from my membership from within the Association.

  (ii)   I shall strongly abide by the rules and regulations of the Esan Progressive Association of Atlanta, at all times and defend the     Association's dignity and integrity.  

  (iii)  Conduct and behave with maximum decorum in and out of the organization.

         So Help Me God.

   (a)  At the General Assembly meetings, all members shall have the freedom to speak. All members as defined i Article III, Section (2)         shall have the right to vote.

    (b) Only Active Members shall be eligible for election as officers of the Association.

Upon proper official notification to the Association (Notification of an Executive Member) a member shall be entitled to the following benefits. In case of:

1. an Active member's death, the association shall provide all necessary monetary assistance as needed through members donations and other special means of fund raising.
2. Death in a Member's family, at least two thousand dollars ($2000.00) monetary assistance.
3. In the death of a member's parent, at least one thousand dollars ($1000.00) monetary assistance.
4. Birth in a Member's family, a two hundred dollars ($200.00) monetary assistance.
5. Member's Marriage, a three dollars ($300.00) monetary assistance.
6. In case of a member in need, members are encouraged to volunteer their time and assistance to a fellow member.

1. The Association shall frown at a member who engages in any overt or covert act  likely to bring the organization or Nigeria as a nation to public ridicule.
2. Such act(s) shall be referred to the Ethics Committee for review.

The Executive, by affirmation of two-third of all members present, may suspend or expel a member for a cause after an appropriate hearing. And may by a majority vote, of those members present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period set forth in the By-laws.

Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay the dues, assessment, or other charges there-to-fore accrued and unpaid.

If a member is inactive for more than one year, such a member may re-register or pay his or her past due to regain its membership.

Membership in this organization is not transferable or assignable.

1. A member must be active to vote.
2. Each member shall be entitled to one vote on each matter submitted to a vote by the presiding officer(s).
3. Non registered member(s) will not be allowed to vote.
4. There shall be no voting by proxy

1. The General Assembly shall consist of all members.
2. The duties of the General Assembly shall include but not limited to election of the members to the executive committee, approve or disapprove any constitutional amendments, review any decision(s) and/or action(s) of the executive committee.
3. Regular meetings of the General Assembly shall be open to all members as defined in Section 1, 2, 3, and 5 of Article III
4. The General Assembly shall determine nature of assistance to a member as in Article II, Sub-section 1(h).

1. The Executive Committee shall be the administrative body of the Association.
2. The Executive Committee shall consist of the President (Odionmhalen), Vice President (Iyasele), Secretary (Ogbenbe), Treasurer (Oniha) and Public Relations Officer (Oremhonkhan).
3. Executive Committee members shall be elected to a two (2) year term, and shall be limited to two consecutive terms in the same position. Such members may qualify to run for another position after a term break whichever comes first.
4. Elections for executive members shall be held in the month of October every two year at the general assembly meeting.
5. The handing over of offices shall be done officially on the first meeting of January of every two years.

The duties of the Executive Committee shall be;

1. To promote the goals and objectives of the Association.
2. To implement the resolution(s) or decision(s) made and agreed upon by the General Assembly.
3. To uphold the constitution of the Association at all times.
4. To summon the meetings of the General Assembly.
5. To seek legitimate sources of revenue and other resources for the Association.
6. To appoint and dissolve ad-hoc committees.
7. To submit to the general assembly an annual report of all activities and the financial expenses incurred by the Association.
8. To submit a budget to the General Assembly for approval each year.
9. To govern the Association.
10. To perform any other duties as deemed necessary by the General Assembly.

SECTION 2: The Duties of the President

The Duties of the President shall be:

1. To be the official head of the Association at all times.
2. To preside over all meetings of the General Assembly and those of the Executive Committees.

    c.   To call all regular and emergency meetings of the general Assembly as needed.

    d.   To delegate parts of his/her duties and/or authorities to the members of the Executive Committee on a temporary basis as necessary.           

    e.   To appoint an interim officer to the Executive Committee in case of a vacancy due to resignation or inability of an Executive member to complete his/her term of office prior to the next election, subject to approval of the General Assembly by a simple majority vote.

    f.    To act in emergency situations on behalf of the Association, and with the consent of the other members of the Executive Committee where necessary.

    g.   To act in a non-emergency situations on behalf of the Association with the consent of the General Members.

    h.    To co-sign all checks/disbursements on behalf of the Association.

    i.    To report to the General Assembly findings of the audit report.

    j.    To keep copies of all association's documents and records held by others executive members.

    k.   To appoint members to committees in consultation with the Executive members

    l.    To provide the deciding vote in case of a tie.

    m.  The President shall be allowed $200.00 discretional spending per month with the approval of the Executive Comittee.

The Duties of the Vice President shall be,

1. To temporarily assume the duties of the President when directed by the former or in his/her absence.
2. To assume the duties of the President in case of resignation or inability of the President to complete his/her term of office. In such a case, the Vice President shall officiate as "President" until annual election is held.
3. To coordinate the Association's events and/or activities with set-up ad-hoc committee.
4. To carry out any other duties assign to him/her by the President.
5. To co-sign all checks/disbursements on behalf of the Association.
6. To coordinate committees and receive reports.

The Duties of the Secretary shall be,

1. To temporarily assume the duties of the President whenever the office of President and Vice President becomes vacant due to their inability to complete their terms of office. In such a case, a special meeting of the General Assembly shall be called to elect a new President and Vice President.
2. To keep records of the proceedings of the Executive Committee and that of the General Assembly as well as to keep attendance list of all General meetings and other activities sponsored by the Association.
3. To assist the President in preparing the agenda of the General Assembly meetings and other similar documents.
4. To be responsible for all official correspondence of the Association.
5. To keep and update the list of active members and should be available when needed.

The duties of the Treasurer shall be,

1. To be responsible for the collection of and proper recording of monthly dues, fines, special contributions, levies and revenues from other sources.
2. To receive and sign for all monies collected on behalf of the Association.
3. To make bank deposits within three business days of all monies receive on behalf of the Association.
4. To keep receipts of all financial transactions on behalf of the Association.
5. To co-sign all checks/disbursements on behalf of the Association.
6. To present an accurate Monthly financial report to the General Assembly.
7. To present an annual budget as pre-approved by the Executive Committee to the General Assembly for final approval.
8. To submit yearly, a detailed account of all revenues and expenditures of the Association to the General Assembly.
9. To cooperate with appointed auditors in facilitating the duties/assignments of the auditors.
10. To keep all records of audit reports.

SECTION 5(B): The duties of the Financial Secretary:

    a.    In the absence of the Treasurer, will be the custodian of all financial records and a party to all financial transaction of the Association.

    b.    Responsible for calling members to pay their monthly dues, keeping records of all dues collected.

    c.    To work closely with the Treasurer to prepare and submit a quarterly report of the Association's finances.

    d.    To asist the President and the Executive Officers in the preparation of an annual operating budget.

    e.    To perform other related duties that may be assigned by the Executive Officers.

The Duties of the Public Relations Officer shall be,

1. To organize and implement publicity work for the various events sponsored by the Association.
2. To draft and distribute announcements to the General Assembly.
3. To organize and supervise the production of periodical newsletter on behalf of the Association.

The Duties of a Social Secretary shall be,

1. To organize, promote and supervise all activities of social and cultural nature.
2. To assist the Treasurer in the collection of special contributions necessary to sponsor social and/or cultural events.
3. To assist in the dissemination of information of events sponsored by the organization.
4. To help the Association to implement its social activities.

SECTION 1: Election Bill

   a.     The provision of this bill shall be binding in the election and political process of the Association.

2. This bill shall be called the Association Election Bill.

1. A three member Electoral Committee shall be appointed by the general assembly
2. The three members of the Electoral Committee shall be active members (Article 111, Section 2) of the Association.
3. The members of the Electoral Committee shall oversee the electoral procedures during the general elections.
4. The election results shall be announced by the Electoral Committee immediately after the elections are held.

1. All candidates for the Executive Committee shall file an application for the desired position one(1) month prior to the date of election.
2. All application shall include name, address, and a brief description of how the candidate intends to promote the objectives and purposes of the Association.
3. All application shall be typed and copies made available to all members present in the general assembly meeting preceding the date of the election.
4. The conduct of election shall be monitored by the Electoral Committee (ad-hoc).
5. Candidates to be elected shall not be members of the Electoral Commission.
6. All candidates to be elected shall be present during the election
in cases of emergency, when candidate cannot be present, the general assembly shall consider such cases by their merits.
7. The Elections of officers shall be based on a simple majority vote of the general membership present at the time of the election.
8. Voting shall be by open - secret ballot only.
9. Vote by proxy shall not be permitted.

1. All candidates shall be active.
2. All candidates shall have no criminal record or conviction at any given time while in office or running for office.
3. All candidates for the positions of the Treasurer shall have some accounting/bookkeeping knowledge.
4. You should be a bona fide Esan person to be voted for in the position of President or Vice President. (either of your parents should be from the present Edo state of Nigeria)
5. Husband and wife nor two brothers or sisters should not be allowed to hold office at the same time (to avoid conflict of interest).

1. All Executive Members shall serve in the same capacity for a period not to exceed two calendar years from the date of their election.
2. All Executive positions shall be open for contest every two years.
3. All Executive Members shall be sworn in and assume office at the first General Assembly meeting of the election year.
4. All Executives shall hand over to his/her successor, all of the Association's documents/materials in his/her possession no later than two weeks after the election.

1. Expiration of term and new election or
2. voluntary resignation with three (3) months notice
3. Proof of negligence of duties or
4. proof of abuse of office (may include embezzlement, bribery, corruption, etc.) or
5. proof of any criminal act/conviction while in office or
6. Any other circumstance that may mitigate against the moral standard expected of any member of the Association. In this regard, such circumstance shall be defined by the Executive Committee and approved by a two-third majority vote of the General Membership present at the General Assembly meeting during which the said circumstance was presented or considered.

1. proof of negligence of duty, abuse of office and criminal record shall be submitted in writing to the Executive Committee for review/ recommendation.
2. In view of the recommendations of the Executive Committee, the merits or lack of merits of the allegations shall be presented to the General Assembly for further deliberations and necessary action.
3. Emergency meeting(s) of the General Assembly may be called if the officer in question refuses to tender a written notice of resignation and return all materials belonging to the Association after a due process determines such individual to be ineligible to hold an office.
4. The President shall serve an official notice of dismissal to any officer that becomes ineligible to hold an office. In case the President is the litigant, other members of the Executive Committee shall serve the demoted President such a notice of dismissal.
5. The "due process" referred to in (c ) shall include but not be limited to the following:

1. Consultation of the accused officer in a special meeting called by the President or the Executive Committee as the case may be;
2. If applicable, presentation of counter evidence (also in writing) by the accused officer to the officials present at the meeting;
3. If applicable, presentation of proof against the accused and/or counter evidence by the accused officer to the General Assembly in a regular or emergency meeting;
4. A vote on the General Assembly on the merits and/or demerits of the proof(s) and the counter evidence(s);
5. The simple majority of the General Membership present shall prevail thereafter, i.e. the accused officer retained or dismissed.

ARTICLE VIII: MEETINGS

1. The General Assembly shall meet as determined by the Executive Committee and approved by General Assembly..
2. The Executive Committee shall meet regularly, at least once quarterly or as decided by the President.

1. Emergency or special meetings shall be called as necessary by the president.
2. Emergency or special meetings may be called by any member provided such meeting are approved by the Executive Committee or by a simple majority of the number of members present at the preceding General Assembly meeting.

1. At the Executive meetings, three of the Executive Members shall respectively constitute a quorum.
2. At the General Assembly Meetings, one-third the registered members including three Executive members shall constitute a quorum.
3. Except as provided elsewhere in this Constitution, approval of decisions of the General Membership or Executive Members shall be determined by a simple majority vote of the members present at the meetings which the decision was made.
4. Meetings of the Executive Committee or General Assembly shall not commence without a quorum.

1. Any member may nominate another member for award(s), provided a detail written account of the achievements of such a nominee to be submitted two months before the end of the fiscal year to the General Assembly.

1. The General Assembly shall have the privilege to award any non-monetary, special recognition to any individual who may have rendered outstanding services to the Association.
2. All nominations shall be submitted in writing, latest by the November meeting date.
3. Such nominations shall include such reason(s) why the nominee should be recognized.
4. All nominations shall be voted upon by the Registered members through secret ballot one month before the end of the fiscal year.

1. Awards shall be presented at the end of each fiscal year.
2. Other awards (e.g. Honorary Membership) may be presented at appropriate times.

1. Revenue shall be generated from monthly dues, donations, special contributions, levies fines and interest from the Association's bank account.
2. All members as defined in Article III sections (2), and (3) shall pay monthly dues.
3. The Association shall organize and implement fund raising activities such as car wash sales of Esan artifacts, community work, parties, etc.
4. The Association shall accept donations or contributions from all well-wishers.
5. Source of revenue shall not be limited to those stated above, except for sources known to be illegal.

1. Monthly dues should be paid regularly when due.
2. Monthly dues shall be subject to change only by a two-third vote of registered member.
3. Such changes to the monthly dues shall take effect one month following the date of approval.

1. All expenses of the Association shall be paid for from the revenues generated as outlined in section 1, above.
2. The Association shall attempt to make yearly contributions (not to exceed 5% of annual net income) to any charitable organization of choice.
3. An endowment fund shall be established for the Association.
4. Yearly contribution from the Association's net income shall be paid into the endowment fund at the beginning of each fiscal year as determined by the members of the General Assembly.
5. The contribution to the endowment fund shall not exceed 50% of the annual net income of the Association.

1. Amendments to this Constitution shall be the privilege of the General Membership (with voting rights).
2. All amendments to the Constitution shall be submitted to the General Assembly not latter than the second scheduled meeting of the fiscal year.
3. Amendments to this Constitution shall be approved by at least a simple majority vote of the General Membership (with voting rights) present at the General meeting during which the amendment(s) was mentioned.

1. Ratification of this Constitution shall be made by at least a simple majority of the