{UAH} Effects of the Petition

If our petition is granted, UNAA will go back to the old constitution:

1. Current Board: the current Board will be disbanded. Mr Wilson and Ms Rosette Serwanga will not be able to continue extending their stay on the Board (their term expired in August 2014). Ms Nairuba, Mr Mureeba and others will not be appointed to the Board under the 2010 format. 

2. New Board: UNAA will hold elections for a new Board.  i.e we will go back to old system of choosing Directors via elections...any UNAA member in good standing will be free to stand (including Mr Wilson, Ms Nairuba, Mr Mureeba, Ms Kasujja, Ms Namwase, Mr Gaburungyi, etc).

3. Directors: the current Directors (Ms Kasujja, Mr Gaburungyi and Ms Namwase) will be removed.

4. Election Commission: the current Election Commission will be disbanded.  The leadership of UNAA will announce a new body that will have been appointed openly and fairly. 

5. 2010 Constitution: the 2010 constitution can then be cleaned up (to remove confusing/conflicting provisions, remove illegal provisions, etc) and approved according to State law i.e members will be given ample statutory time to review the amendments, changes will have to be approved by 2/3 of the members, etc.

6. Tim Gaburungyi: Mr Gaburungyi will be removed from control of the website and control of unaalist.

7. Treasurer: members will confirm Mr Sempungu's status as Treasurer.  If he doesn't want to stay, members will conduct elections to replace him.  Mr Brian Kwesiga will no longer be President AND Treasurer.

8. Elections: elections will be conducted under the legal documents. Any Ugandan living in North America (or their spouses), will be a member eligible to vote, if they pay for the convention.  

9. old constitution: some people have misread Article 7.1 of the old by-laws (reproduced in full below). They argue that 7.1 allows the leadership to appoint Board members. That is clearly false.  Article 5 clearly shows that Board members must be elected my members. The only exception is when the Board is authorized to appoint someone to complete an unfinished term of a Board member that is no longer able to serve (death, resignation etc).  Even that appointment might be illegal. UNAA can easily call special meetings (via conference call) to fill such vacancies.  A conference call with 1,000 callers costs just $59.

Since Article IV of UNAA's Articles provides that UNAA's by-laws would be subject to Massachusetts Corporate law, I am sure that elections would be required to fill any open position on the Board (including completion of unfinished terms).  

5.2: Qualification:      Members of the Board and officers shall be elected from members of the Association who are in good standing, willing, and able to serve.

 

5.3: Term of office:   Each Board member and officer shall serve for a period of two years and shall be eligible for reelection. In case of death, resignation, disqualification, or removal, the Board shall nominate a replacement to complete the unfinished term until a successor has been elected. There shall be no term limits.

 

5.4: Election:              Members of the Board shall be elected by the affirmative vote of a majority of the members present at a duly scheduled meeting, for which the notice of meeting specifically listed such election of Directors on the agenda; members may be nominated or sponsored by other members. Voting shall be by secret ballot. The nine (9) officers of the national Board shall be elected during the national convention.

5.7: Filling Vacancies:           Except for the natural expiration of Board member's term, any vacancy occurring on the Board of Directors, by reason of death, resignation, disqualification or removal shall be filled by appointment by the remaining members of the Board until the next general meeting.

7.1: Appointment of Committees:    The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may from time to time, designate one or more committees, each to consist of three (3) or more Members, Directors, Officers, or a mix of Members, Directors and Officers. Such Members, Directors, Officers or a mix of Members, Officers and Directors on the committee shall have such a name, or names, and shall have and may exercise such powers of the Board of Directors in the management of the business and affairs of the Association, except as otherwise provided by law, as may be determined, from time to time, by resolution of the Board of Directors. Each of such committees shall call and hold meetings, adopt rules of procedure, maintain records of its proceedings, and shall report said proceedings to the Board of Directors at the next Board meeting held after said records have been taken, or at the next scheduled regular meeting of the members of the Association, whichever of these two meetings shall occur first, counting from the date of said records of proceedings. All such proceedings of the Association shall be subject to revision or alteration by a majority vote of the Board of Directors, except to the extent that action shall have been taken pursuant to, or in reliance upon such proceedings, prior to any such revision or alteration.

 

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