By-laws

BY-LAWS

OF

SOBA America, Inc.

Article I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or outside the State of Georgia as the Board of Directors may determine.

 

 

ARTICLE II

SHAREHOLDERS’ MEETINGS

  1. 1 Annual A meeting of shareholders of the corporation shall be held annually.  The annual meeting shall be held at such time and place on such date as the Directors shall determine from time to time and as shall be specified in the notice of the meeting.

 

  • Special Meetings. Special meetings of the shareholders may be called at any time by the President or any holder or holders of as much as twenty-five percent of the outstanding capital stock of the Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.
  • Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.
  • Notice. Notice of annual or special shareholders’ meetings stating place, day and hour of the meeting shall be given in writing not less than thirty nor more than forty five days before the date of the meeting, either by electronic mail to the last known e mail address or personally given to each share-holder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or consolidation of the corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of
  • Quorum. At all meetings of shareholders, a majority of outstanding shares of stock shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned. The exception shall be the annual general assembly, where there will be no quorum, as long as the date of the general assembly is communicated well in advance to shareholders.
  • Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares as may be required in accordance with any lawful provision of the Articles of Incorporation, and any further requirements of law pertaining to such consents have been complied with. Such consent authorizing the proposed action to be taken may be provided by electronic means via a secured and designated portal in the Corporation’s website with access limited only to the shareholders.

 

ARTICLE II-A:

SHAREHOLDERS

2.1:   Shareholder Eligibility

  1. a) Shareholder status is open to all ex-students, former teachers and staff of Saint Joseph’s College, Sasse resident in the United States of America and Canada who meet criteria set forth in these by-laws.
  2. b) Ex-students, former teachers and staff from other than these two countries may become class “B” shareholders without voting rights. The corporation may convert their shares to Class “A” shares if and when the class “B” stockholder decided to move to live in one of the two countries.
  3. c) An active shareholder shall be an ex-student, former teacher or staff who has paid his annual subscription fees for the purchase of his annual allotment of Soba America shares, attends meetings and contributes to SOBA America activities financially and otherwise.
  • Shareholder Subscriptions
  1. a) Each subscribed shareholder shall be allotted stock allotments of 20,000 shares. The shares shall be valued at par each and shall be purchased through an annual incremental subscription payment of $100 per year, until the stock allotment of 20,000 shares are paid in full.
  2. b) Shareholders in States that do not have Branches/Chapters may forward their subscription payments directly to the National Treasury.
  3. c) Branches/Chapters shall be responsible for collecting the subscription payments of their members and forwarding same to the National Treasury. Branches/Chapters may initiate and undertake special assessments from shareholders belonging to the Branch/Chapter for relevant activities that the Branch/Chapter may undertake on its own behalf. Shareholders may still elect to pay their subscription dues directly to the National Treasury.
  • Definition of a shareholder
  1. a) A shareholder of SOBA America, Inc shall be an ex-student, former teacher or staff of Saint Joseph’s College Sasse, Buea, who resides in the USA or Canada AND
  2. b) Shall be registered with the corporation by paying (1.) his registration fees, if any, and (2.) by requesting an allocation for and subscribing to 20,000 shares of common stock for which he would then pay annual subscription payments of One Hundred Dollars ($100.00) per annum. Each annual subscription payment of $100 shall entitle the subscriber to 100 shares, which shall become vested after the twentieth full year of consecutive subscription payments. A shareholder shall be eligible to accelerate his full vestment after the tenth year.
  3. c) Each shareholder shall have paid his annual shareholder subscription payment of $100 on or before December 31st of each SOBA America fiscal year to qualify for full benefits of his shareholder status for that fiscal year, as defined and prescribed in these by-laws. Failure to comply with this deadline shall lead to forfeiture of shareholder benefits for the said fiscal year, until the shareholder becomes current, unless otherwise stated in these by-laws.
  4. d) Shall be of good moral character.
  5. e) He shall be referred to as a SOBAN or shareholder in good standing.

A shareholder may elect to make a lump sum payment for their share subscriptions in any denomination that reflect increments of $100 per year subscription payments.

An active shareholder

An active shareholder shall be:

  1. a) One who has paid their annual subscription fees for his annual allotment of shares
  2. b) Has participated in SOBA America activities both at the local and/or national levels.

 

2.4 Benefits of Shareholder Status and Miscellaneous

Shareholders in good standing shall enjoy the following benefits:

a.) Death Benefits: Upon the death of a shareholder, a fixed sum of Ten Thousand Dollars ($10,000.00) shall be paid to the shareholder’s designated next of kin. Each shareholder will be levied no more than $50 to accomplish the bereavement payment to the next of kin of a deceased shareholder. The actual amount levied per shareholder shall depend on the amount in the Trouble Fund set up by SOBA America for this purpose. Shareholders will be levied $50 each for an initial death of a shareholder and the excess of the $10,000 benefit shall be used to establish the Trouble Fund. Subsequent levies will then depend on the amount in this fund, with a return to the $50 levy when the fund is depleted. (Atlanta 2017 amendment)

Each branch/chapter will have 2 weeks to collect money from its members. SOBA America, Inc. will collect the bereavement funds and distribute it to the shareholder’s next of kin. SOBA America, Inc. will collect bereavement funds from shareholders who do not have a chapter.

b) Death of Immediate Relative: In the event of the death of a spouse, child, biological parent, who is the only parent of the shareholder, a shareholder shall be entitled to receive One Thousand Dollars ($1,000) from SOBA America, Inc.

c) Fund Drive: In addition to the various death benefits stated herein, the President shall coordinate a memorial fund to raise additional funds from the general body to assist any bereaved shareholder in their time of need. He can delegate a member of the chapter of the bereaved to run the drive.

d) The Board of Directors (“BoD”) will approve all Soba America fund drives, so as to maintain consistency and fairness. BoD will appoint, after consulting with the chapter involved, the coordinator of the Fund Drive. In the event that there is no local branch/chapter, BoD will appoint one of its members to coordinate the drive. The President of Soba America or his delegate shall execute this action.

e) Family Unity Recognition:

SOBA America, Inc , if formally notified in writing, will recognize and reward registered members as follows:

1          10 years of marriage – $100 plus fund drive initiative;

2          25 years of marriage – $250 plus fund drive initiative;

  • 50 years of marriage – $500 plus fund drive initiative;
  • Newlyweds, if formally invited, – $100 plus fund drive initiative.

 

2.5   f) Awards for Outstanding Achievements:

SOBA AMERICA shall present awards to its outstanding members each year at the annual shareholder meeting (“National Convention”).

  1. g) Local Branches/Chapters shall also put together programs to assist members in times of a birth in the family, graduations, marriage(s) and the acquisition of a first home.
  2. h) Business Activities on SOBA America Forums:

 

A shareholder will pay a yearly fee towards advertisement on the forum, as stipulated by the board or directors. Active shareholders shall have a discounted fee, while inactive shareholders shall pay the full fees as approved by the Board of Directors.

 

  1. i) The President of Soba America, Inc shall be authorized an annual capex, approved by the Board of Directors, for authorized SOBA America related expenses only; Any request for Soba America to sponsor travel trips for any SOBA America related projects requires approval by the Board of Directors.

 

2.6    Shareholder Benefits Eligibility:

In order to qualify for any benefit available to shareholders of SOBA America, Inc., a shareholder must be in good standing for at least six months and must have paid their annual shareholder subscription fees by December 31st of the eligibility year.

Exceptions:

The following situations provide exceptions to this benefits eligibility requirement

  1. a) Eligibility for participation in the SOBA America Membership Discount Program begins immediately shareholder status is obtained. There is no wait period. However, the shareholder shall have access to the discount program only after his shareholder’s status is verified by administration, and the shareholder registers on the membership portal of the SOBA America website.
  2. b) A shareholder who is fully vested (has paid all fees for his 20,000 allotted shares usually over a 20 year period or paid subscription payments for 20 years in advance) shall be exempt from the annual fees and shall, therefore enjoy full shareholder benefits for the rest of his natural life.
  3. c) A shareholder who is at least 75% vested (has met 75% subscription fees payment requirement over a period of 15 years or sooner) but not fully vested, shall enjoy 50% of any monetary benefit described above if he is NOT in good standing for current year of eligibility for the said benefit. He shall enjoy the full benefit if he is in good standing.
  4. d) A shareholder who is at least 50% vested (has met 50% subscription fees payment requirement over a period of 10 years or sooner) but less than 75% vested, shall enjoy 25% of any monetary benefit described above if he is NOT in good standing for the current year of eligibility for the said benefit. He shall enjoy the full benefit if he is in good standing.

 

 

ARTICLE III

DIRECTORS

 

  • Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.
  • Numbers of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than thirty (30) members. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of two years and until their successors are elected.  All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the There shall be two classes of Directors: (a) Executive Directors shall be elected bi-annually at the annual meeting of the shareholders on odd numbered years, and shall serve for a term of two years or until their successors are elected (b) Non-Executive Directors shall be chapter/branch presidents who shall automatically, by virtue of being elected as chapter/branch presidents, represent the chapter or branch on the Board of Directors. A branch president may nominate another member of his chapter to serve on the Board of Directors in his stead.   (c) Appointed Directors: The President of Soba America shall have the authority to appoint up to 3 (three) members to the Board of Directors. He shall have up to sixty (60) days from when he takes office to make his appointment and notify the other board members in writing. (d) Past National President Directors: All former Presidents of Soba America shall have a permanent seat in the Board of Directors.
  • Vacancies. The President may fill the place of any Executive or Appointed Director which may become vacant prior to the expiration of his term, such appointment by the President to continue until the expiration of the term of the Director whose place has become vacant, or may fill any directorship created by reason of an increase in the number of directors, such appointment by the Directors to continue for a term of office until the next election of directors by the shareholders and until the election of the The Chapters shall fill the place of any Non-executive director from their chapter, in the event that there change of leadership in the said chapter.
  • Meetings. The Directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the Directors may be called at any time by the President, on at least two days’ written notice to each Director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice
  • Action in Lieu of Meeting. Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors and any further requirements of law pertaining to such consents have been complied with. Such consent authorizing the proposed action to be taken may be provided by electronic means via a secured and designated portal in the Corporation’s website with access limited only to the Directors.
  • Any Director may be removed from office, with or without cause, upon the majority vote of the shareholders, at a meeting with respect to which notice of such purpose is given.

ARTICLES IV

OFFICERS

  • General Provisions. The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, a Financial Secretary, an Organizing Secretary and a Publicity Secretary who shall be elected as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death.
  • President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation.
  • Vice President. The Vice President shall assume the duties of the President in the event the President is absent, incapacitated or impeached and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.
  • Secretary The Secretary shall keep minutes of all meetings of the shareholders and Directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors. The Secretary shall supervise the functions of the webmaster.
  • Treasurer. The Treasurer shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors. He shall retain records of all funds of the Corporation, maintain duplicate financial transactions and shall assist in coordinating fund drives for various activities by the Corporation. These fund drives include, but are not limited to, bereavement fund drives as well as fund drives for various activities that may from time to time be designated for fund drives by the Board.
  • Financial Secretary. The Financial Secretary shall work in collaboration with the Treasurer to maintain records of all financial transactions incurred by the Corporation. He shall be the primary book-keeper of receivables and expenses and shall work in hand with the Treasurer to present accounting of all receipts and expenses to the Shareholders.
  • Organizing Secretary. The corporation may have one or more Organizing Secretaries. The Organizing Secretary shall be responsible for planning, executing and scheduling social and cultural affairs of the Corporation and shall work closely with the General Secretary to accomplish these goals.
  • Publicity Secretary. The Publicity Secretary shall be responsible for the publicity and promotion of the Corporation’s events and activities. He shall coordinate with the Organizing Secretary to inform the public and SOBANS of all upcoming events as well as assist in securing and supervising the decoration of event locations.

ARTICLE IV-A:

ELECTION OF OFFICERS

                   4.9   Eligibility: Only Shareholders in good standing shall be eligible to accept nomination to be voted for office during the general elections.

                     4.10: Candidacy: Elections for national office – President, Vice President, Secretary, Treasurer, Financial Secretary, Organizing Secretary and Publicity Secretary shall be concurrent with election into a Board of Directors seat. Candidates will, therefore, run concurrently for both positions. Any candidate for office must file their candidacy, in writing, with the Secretary of SOBA America, Inc., no later than 60 days prior to Election Day of election year. The candidate must declare and file his candidature in writing addressed to Secretary. He must name the specific office for which he is running and pay a registration fee of $100 with his filing. This fee will count as his convention registration fee for the convention during which the said elections shall be held. The Secretary shall verify eligibility as defined in these by-laws, and reply to the candidate in writing. The Organizing Secretary or the Secretary will make formal communique to SOBANS stating candidate’s official candidacy. The candidate may elect to announce his candidacy himself. In such situation, the candidate should specify this request when he files his candidacy with the secretary.

4:11 Election Day: Elections for office shall be the Saturday of Memorial Day weekend of every odd numbered year.

4:12 Write-in Candidates: If there is NO candidate for a position by the filing deadline, there will be option of write-in/last minute candidates at Shareholders’ meeting in an election year, prior to the start of elections. However, if there is at least ONE officially certified candidate for an office by the filing deadline, no other candidate will be allowed to enter the race AFTER the deadline, unless all candidates pull out and there is an open seat.

4:13 Treasurer: Candidates for the office of Treasurer MUST reside in the USA because the Bank Account for SOBA America shall be Bank of America in the USA. Candidates for all other offices may reside in the USA or Canada, as long as they meet other eligibility requirements specified in this document.

4:14 Voting: Only shareholders in good standing, as defined in these bylaws, who have paid all shareholder meeting/convention registration fees shall be allowed to vote.

4:15 Absentee Ballots: Eligible shareholders who cannot make it to election can cast absentee ballots if ALL of the following conditions are met:

  • The shareholder must REQUEST for absentee ballot IN WRITING (email) to Secretary between 20 to 30 days to Election Day. Any snail mail must be postmarked on or before the deadline.
  • After verification of eligibility by Secretary, Organizing Secretary or Secretary shall mail ballot (certified mail) between 15-20 days of Election Day.
  • Shareholder shall cast their ballot and mail with their $100 Registration Fee PLUS a $250 convenience and processing fee within 10 to 15 days of Election Day – Certified Mail ONLY.
  • Ballot shall remain sealed and only opened on Election Day during counting of votes.

4.15:  Electoral Process

  1. a) Each officer shall be elected separately, democratically by either a simple majority vote or secret ballot.
  2. b) If there is a first place tie, subsequent ballot shall be held to determine the winner by simple majority.
  3. c) The Electoral Committee shall strictly enforce all rules and regulations without any prejudice.

4.16: Electoral committee: The members of the Electoral Committee shall comprise 5 members. Three (3) members shall be chosen by the General Assembly and two (2) members by the outgoing executive.

The committee members shall elect the chairman to oversee the electoral process.

 

4.17: TRANSFER OF LEADERSHIP AND AUTHORITY

On the day of the elections, all officers who have any property or corporate records belonging to the Corporation will be required to hand them over to the President prior to the commencement of elections. After the elections, the outgoing President shall hand all corporate records over to the President-elect who will hand it down to the officers-elect. Upon election of a new President, the outgoing President shall within fourteen (14) days concede the corporation leadership and authority in favor of the President-elect.

4.18:  Handing Over of the Corporation’s Records

  1. a) The incoming President shall be responsible for the effective handing over/transfer of corporation’s records to each officer.
  2. b) Anyone who delays, obstructs, or refuses to cooperate in any manner in the transfer or handing over of the Corporate authority, property and/or records to the legitimate representatives, shall be liable to such disciplinary action as the Board of Directors may deem appropriate.

4.19: Obligation to Serve

Members of The Board of directors and Officers of SOBA America shall accept to stay in office, and to serve to the best of their abilities.

  1. a) In respect of the duties of the office for which they were specifically elected as well as any other duties, functions and rules that shall from time to time be assigned or delegated to them by the committee and/or President acting in the best interest of the Corporation and with due regard to the provisions of the by-laws.
  2. c) The function of all members of the Board of Directors shall be carried out without remuneration. However, pre-authorized expenses incurred by members in performance of their duties, functions or assignments on behalf of the Corporation, shall be reimbursed by the Corporation. Therefore, all receipts or evidence of transactions MUST be furnished to the Treasurer and /or Financial Secretary before any reimbursements can be made.

4:20 d) Age and year of admission into St. Joseph’s College, Sasse shall not be a factor in determining who occupies an office.

ARTICLE V

CAPITAL STOCK

  • Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock
  • Transfer of Shares. Transfer of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.
  • Voting. The holders of the capital stock shall be entitled to one vote for each share   of stock standing in their

ARTICLE VI             

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word IISealII enclosed in parentheses or scroll shall be deemed the seal of the corporation.      The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

ARTICLE VII         

AMENDMENT

 

These Bylaws may be amended by a majority vote of the Board of Directors of the

Corporation or by majority vote of the shareholders, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of   Directors.

 

 

ARTICLE VIII

INDEMNIFICATION

Each person who is or was a Director or officer of the Corporation, and each person who is or was a Director or officer of the Corporation who at the request of the Corporation  is  serving or has served as an officer, Director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation against those expenses (including attorney’s fees), judgments, fines and amounts paid in settlement which are allowed to be paid or reimbursed by the Corporation under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any action, suit or proceeding, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a Director or officer of this Corporation or of such enterprises. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.

In any instance where the laws of the State of Georgia permit indemnification to be provided to persons who are or have been an officer or Director of the Corporation or who are or have been an officer, Director, partner, joint venturer or trustee of any such other enterprise only on a determination that certain specified standards of conduct have been met, upon application for indemnification by any such person the Corporation shall promptly cause such.determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding ; (ii) if a quorum cannot be obtained by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate) , consisting solely of two or more Directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be obtained under (i), and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

As a condition to any such right of indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the Corporation and at the expense of the Corporation.

The Corporation may purchase and maintain insurance on behalf of any such persons whether or not the Corporation would have the power to indemnify such officers and Directors against any liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by shareholders or by an insurance carrier, the Corporation shall provide notice of such payment to the shareholders in accordance with the provisions of the laws of the State of Georgia.

 

ARTICLE IX

MISCELLANEOUS

9.1   Written communication: Email shall be accepted as an acceptable and preferred means of written communication between all parties as required in these by-laws.

 

9.2: Bank Account: The official bank account for SOBA America shall be Bank of America, in the USA. The US Dollar shall be the official currency of SOBA America.  All transactions shall be made in US Dollars (or its equivalent). All fees, dues or levies expressed in this document or in other SOBA America documents/resolutions shall be in US Dollars.

 

Ratified and adopted on May 28th, 2016 in Houston, TX