LIHEDE's Constitution and By-Laws

 

 

 Constitution and By-Laws of the Liberian History, Education & Development, Inc.

  LIHEDE's Code of Conduct

 

Constitution and By-Laws of the Liberian History, Education & Development, Inc.

1.  Preamble

2.  Article I:  Name
        a) Section 1.1

3.  Article II: Motto
         a) Section 2.1

4.  Article III: Emblem
         a) Section 3.1

5.  Article IV: Principles & Objectives
         a) Section 4.1
         b) Section 4.2
         c) Section 4.3
         d) Section 4.4
         e) Section 4.5
         f) Section 4.6

6.  Article V:  Field of Interest
         a) Section 5.1
         b) Section 5.2

7.  Article VI: Membership
         a) Section 6.1
         b) Section 6.2

8.  Article VII: Financial Support
         a) Section 7.1
         b) Section 7.2
         c) Section 7.3

9.  Article VIII: Board of Directors
         a) Section 8.1
         b) Section 8.2
         c) Section 8.3
         d) Section 8.4
         e) Section 8.5

10.  Article IX:  Executive Officers
          a) Section 9.1
          b) Section 9.2
          c) Section 9.3
          d) Section 9.4
          e) Section 9.5
          f ) Section 9.6
          g) Section 9.7
          h) Section 9.8
          i ) Section 9.9
          j ) Section 9.10

11.  Article X: Financial Management
          a) Section 10.1
          b) Section 10.2
          c) Section 10.3
          d) Section 10.4

12.  Article XI: Meetings
          a) Section 11.1
          b) Section 11.2
          c) Section 11.3

13.  Article XII: Publications
          a) Section 12.1
          b) Section 12.2

14.  Article XIII: Impeachment
          a) Section 13.1
          b) Section 13.2

15.  Article XIV: Amendments
          a) Section 14.1
          b) Section 14.2
          c) Section 14.3

16.  Article XV: Dissolution

17.  Article XVI: Bylaws
           a) Section 1
           b) Section 2
           c) Section 3
           d) Section 4
           e) Section 5
           f ) Section 6
           g) Section 7
           h) Section 8
           i ) Section 9
           j ) Section 10
           k) Section 11
           l ) Section 12
          m) Section 13
          n ) Section 14
          o ) Section 15
          p ) Section 16
          q ) Section 17
          r) Section 18
          s) Section 19
          t) Section 20
          u) Section 21
          v) Section 22
         w) Section 23
         x ) Section 24
         y ) Section 25 

18.  For the Constitution Committee

 

 

Preamble

In recognition and appreciation of the value and power of education in general human growth and development, and realizing that our own aspirations as a people can best be fulfilled by our unflinching commitments to education, peace, unity, justice, civil and human rights, and being determined to apply these principles and values to the governance of our people and the improvements of our individual talents and abilities, do hereby resolve to establish a Liberian historical, educational and developmental organization, with the common desires of promoting, researching, discussing, educating, and writing about the true historical perspectives, and cultural, linguistics and development aspirations and progress of  the people of  Liberia in particular, and the peoples of Africa in general. And toward these ends, we solemnly make, establish, and proclaim these Constitution and Bylaws for the smooth functioning, governance, and operation of said Organization and the members thereof.

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Article I:  Name

Section 1.1.      The name of the Organization shall be known and styled as the LIBERIAN HISTORY, EDUCATION & DEVELOPMENT, INC., hereinafter referred to as LIHEDE or simply as the Organization. LIHEDE is a non-profit organization formed exclusively for educational purposes within the meaning of Section 501(3)(c) of the Internal Revenue Code, including conducting public discussion groups, forums, panels, lectures or other similar programs in a non-partisan manner, and for charitable purposes within the meaning of Section 501(3)(c) relative to defense of human, intellectual, and civil rights secured by law.

 Article II: Motto

 Section 2.1.      The motto of LIHEDE shall be “We Dare to Preserve History for Posterity”.

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 Article III: Emblem

 Section  3.1.     The emblem of LIHEDE shall be Three Hands criss-crossed at the wrist in a triangular shape, embedded in a circle with the inscription “LIHEDE” below it. The Three criss-crossed Hands signify an African Proverb, which means, “Many hands uplifting a load make the load lighter”. LIHEDE shall have an official banner embossed with the Organization's name, emblem, and motto.

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  Article IV:  Principles & Objectives

 Section 4.1: The purposes and objectives of LIHEDE shall be literary, educational, and charitable in character, and shall include but not limited to hosting annual symposiums on African governance and philosophical thought, undertaking programs aimed at educating the American public about African leadership, culture and socio-economic development, setting up and providing a speakers bureau service for Black History Month and related activities, soliciting and providing scholarships to aid deserving Liberian students at home and abroad, and undertaking  the writing and publishing of textbooks and other books on Liberia.

Section 4.2: LIHEDE shall strive for the promotion of indigenous Liberian history and the advancement of human and civil rights of every individual or group, including undertaking programs geared towards women empowerment and enrichment of children, regardless of race, religion, gender, disability or political orientation. And in consonance with its Constitution and Bylaws, affiliates with organizations that are dedicated to similar goals and causes.

 Section 4.3: LIHEDE shall encourage Liberians to acquire higher education, by making available to them relevant information, and identifying members and agencies with expertise and background in writing admissions essays and filling up application for admissions to technical schools and colleges, to conduct tutorial or coaching sessions for all prospective Liberian students with noticeable deficiencies in any such areas. 

Section 4.4: No substantial part of the activities of LIHEDE shall be for propaganda or otherwise attempting to influence legislation, and LIHEDE shall not participate in, or intervene, including the publishing and distribution of statements, in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, LIHEDE shall not, except to an insubstantial degree, engage in any activities or exercise any powers not in furtherance of the purposes of the Organization.

Section 4.5: No part of the net earnings of LIHEDE shall inure to the benefit of, or be distributable to its members, trustees, officers or private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Constitution and Bylaws.

Section 4.6: LIHEDE shall aid in promoting close cooperation and exchange of information among its members, and to this end hold meetings for the presentation of papers and their discussion, and through its various committees shall study and provide for the needs of its members.

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Article V:  Field of Interest

 Section 5.1: The field of interest of LIHEDE shall be HISTORY, EDUCATION and DEVELOPMENT. LIHEDE shall research the indigenous History of Liberia, in addition to the educational methods, educational technology, and other modes of educational instructions and history of Liberia , for purposes of general historical and educational accuracies and improvements.

Section 5.2: The field of interest of LIHEDE may be enlarged, reduced, or shifted moderately as the needs may arise, but in consonance with the provision that such revisions shall be processed as an amendment to this Constitution.

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Article VI: Membership

 Section 6.1: Membership in LIHEDE shall be opened to Liberians, Africans, Americans and other nationals, regardless of country of origin, ethnic background, gender, and religious beliefs. The criteria for membership shall be the willingness to participate in researching, discussing, educating, and writing the truth about Africa, and Liberia in particular.

Section 6.2: Members of LIHEDE may include regular due paying members, who may vote and hold elected offices in the Organization, and honorary and affiliate members, who shall be non-voting members recruited into the organization for their special expertise, or philanthropic and humanitarian services and assistance to LIHEDE or the demographic groups served by LIHEDE. The criteria for voting and non-voting members shall be defined in the bylaws to this Constitution.

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Article VII: Financial Support

 Section 7.1: LIHEDE shall collect from its members an annual assessment or fee, in accordance with its bylaws and applicable rules and regulations. The amount of the fee shall be prescribed in the bylaws.

Section 7.2: LIHEDE may make registration charges at LIHEDE-sponsored meetings, symposia, conferences, and conventions. The registration fee for non-members of LIHEDE may be higher than for LIHEDE members and affiliates.

Section 7.3. LIHEDE may raise revenues by other means, such as advertising, shows, and requests for contributions from individual, government and private corporations for the implementation of its various projects. The Board of Directors must approve any new revenue means not explicitly covered by LIHEDE's rules and regulations before it is carried out by the Organization.

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Article VIII:  Board of Directors

Section 8.1: The activities of LIHEDE shall be subject to oversight supervision and approval by a Board of Directors, consisting of nine (9) elected or appointed members, including the three principal founding members of LIHEDE, and non-members as specified in the bylaws.

Section 8.2: The Board Members shall be elected or appointed by the Executive Committee (comprising the Executive Director, Assistant Executive Director for Communications, Secretary General, and National Treasurer). Board members shall serve for a period of three years, and shall be limited to two consecutive terms of three (3) years as permitted by the bylaws. Former board members may be re-appointed to the board at the end of one year after leaving the Board, and persons so re-appointed may be limited to one new term only.

Section 8.3: The Board of Directors shall, once constituted, elect from amongst themselves, a chairman, co-chairman, secretary, and treasurer for efficient management and administrative purposes.

Section 8.4: The election or appointment of the nine (9) members of the Board of Directors shall be as prescribed in the bylaws. However, within-term-vacancies on the Board of Directors shall be filled by appointments, for the unexpired terms, by the Executive Director with the consent of the Executive Committee.

Section 8.5: All newly elected Board members, like other newly elected executive officers of LIHEDE such as the Executive Director, Assistant Executive Director for Communications, Secretary General, National Treasurer, shall assume office not later than the second week of January each election year, unless in cases of vacancies being filled midway into the year, or unless otherwise provided for in the bylaws.

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Article IX:  Executive Officers

Section 9.1: The primary executive officers of LIHEDE shall include an Executive Director, an Assistant Executive Director for Communications, a secretary general, and a national treasurer, all of whom shall be elected by membership of the Organization (except in cases of the first group of executive officers at the embryonic stages of LIHEDE, limited to the first three years of operations). The Executive Director, in consultation with the Executive Committee and the Board of Directors, may appoint all other executive committee members, including heads or chairpersons of various committees such as Finance, Publications, Membership, Programs, and any number of ad-hoc committees. The duties and responsibility of the executive officers shall be as defined hereunder and in the bylaws and as delineated by the Board of Directors.

Section 9.2: The Executive Director : The Executive Director, under direction of the Board of Directors, shall have general supervision of the day-to-day affairs of LIHEDE. He/she shall preside at all meetings of the Organization, except the Board of Directors meeting, and shall have other powers and perform such other duties as may be provided for in LIHEDE's Bylaws, or as may be mandated by vote of LIHEDE's Board of Directors.

Section 9.3: The Executive Director shall be the chief executive officer and official spokesperson of LIHEDE. He/she may also serve as an ex-officio member of all Committees of LIHEDE, and represent LIHEDE at meetings of the Board, or designate an alternate, such as the Assistant Executive Director for Communications or the Secretary General to represent the interest of LIHEDE. And in the rare cases where the assistant executive director for communications or the secretary general may not be available, the Executive Director shall present the views of LIHEDE by a letter of proxy.

Section 9.4: The Assistant Executive Director for Communications : The Assistant Director for Communications shall formulate and implement the communication strategies and public relations policies of LIHEDE, upon consultation and approval of the Executive Committee and the Board of Directors.

Section 9.5: The Assistant Executive Director for Communications shall chair LIHEDE's Publication Committee, and shall recruit the editor and other editorial staff members for the Organization's book projects and newsmagazines, in consultation with the Executive Committee and the Board of Directors.

Section 9.6 : The Assistant Executive Director for Communications or the Secretary General may act as Executive Director in the absence of the executive director, at either the direct choosing of the executive director or upon secret ballot voting by the executive committee.

Section 9.7: The Secretary General: The Secretary General shall be the chief custodian of all official documents and communications of the Organization, except financial and publication documentations unique to the functions of the National Treasurer and the assistant executive director for communications .

Section 9.8: The Secretary General shall be responsible for keeping the records of the Executive Committee in the areas commonly ascribable to this function, and he/she shall prepare and distribute reports, notices, or the Executive Director and the Board of Directors may require such documents.

Section 9.9: The National Treasurer : The National Treasurer shall be the chief financial officer of the Organization, and shall be privy to any matters relating to collection and disbursement of all funds and instruments of monetary value in LIHEDE.

Section 9.10: The National Treasurer shall chair the Organization's Finance Committee, and shall be responsible for keeping the records of the Executive Committee in the areas commonly ascribable to this function. And apart from the first three years of the founding of the Organization, any nominee for National Treasurer must have served on LIHEDE's Finance Committee for at least two years, or served in a similar capacity in other organizations or must have worked in a financial institution in order to be better prepared to handle the Organization's finances.

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Article X: Financial Management

Section 10.1: No executive officers of LIHEDE, including the Executive Director, the Assistant Executive Director for Communications, the Secretary General, or the National Treasurer, nor any officer or representative of LIHEDE, shall have any authority to contract debts for, pledge the credit of, or in any way bind LIHEDE except within prior approved budgets.

Section 10.2: Notwithstanding Section 10.1 above, no such financial commitments shall be made on behalf of the Organization by any executive officers outside prior consultation with and approval of the Executive Committee, even if such pledges are within budgetary allocations.

Section 10.3: All legitimate financial commitments and payments by LIHEDE shall bear the signatures of the Executive Director and the National Treasurer or other authorized personnel as may be designated by the Executive Committee to deputize for the Executive Director or National Treasurer in specific transactions.

Section 10.4:    To ensure efficient fiscal management and accountability of LIHEDE financial assets and other monetary instruments, auditing of the Organization's accounts shall be necessary from time to time. Audits of LIHEDE's accounts shall be conducted by an ad-hoc internal audits committee or outside auditors depending on the circumstances. The Executive Director may appoint the internal audits committee or hire an outside auditor, in consultation with the National Treasurer, and upon approval of the Executive Committee and the Board of Directors. The term of reference and scope of such audits shall be defined by the Executive Committee.

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Article XI: Meetings

Section 11.1: LIHEDE may hold meetings, conferences, symposia, or conventions either alone or in cooperation with sectional, regional, national and technical organizations that share similar goals and objectives as LIHEDE. LIHEDE shall sponsor at least one conference or symposium of national scope each year.

Section 11.2: Meetings, Conferences, Conventions and other such undertakings of LIHEDE shall be open on an equal basis to all members of LIHEDE.

Section 11.3: The Board of Directors shall hold at least two meetings each year, but the Executive Director of LIHEDE may call special meetings of the Board of Directors at his/her discretion or upon request of three other members of the Executive Committee to resolve a pressing issue(s) in the interest of the Organization.

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Article XII: Publications

Section 12.1: As an educational and historical organization, LIHEDE shall devote ample financial and human resources to publicizing its activities. LIHEDE shall endeavor to publish anything from internal newsmagazine to books authored by its members or others. The Assistant Executive Director for Communications shall handle the names and scope of coverage of LIHEDE's publications for Communications, and members of the Organization's Publication Committee. Any recommendations by the Publication Committee or the Assistant Executive Director's Office along these lines shall be reviewed and approved by the Executive Committee and the Board of Directors prior to implementation.

Section 12.2: All publications undertaken by LIHEDE—newsmagazine, websites, books, etc.—shall be administered by an editorial board, headed by an executive editor under the direct supervision of the Assistant Executive Director for Communications. The duties of executive editor, his or her compensation, and other such requirements shall be defined under a Standard Operating Procedure, as part of the Organization's human resources policies.

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Article XIII: Impeachment

Section 13.1 : All elected officers of LIHEDE are subject to investigation and impeachment for corruption, mismanagement and misappropriation of the Organization's financial and related resources, and may be held accountable for restitution if found guilty. Non-elected members are also subject to investigation, dismissal and restitution if found guilty of similar charges.

Section 13.2:   The procedures governing such investigations and restitutions may be either contained in the by-laws, or formulated by an ad-hoc Rules Committee in the first year of operation of LIHEDE. Failure by the sitting executive director to ensure that such rules are formulated may be cause for disciplinary action by the Executive Committee or impeachment.

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Article XIV: Amendments

Section 14.1: Amendments to this Constitution may be initiated by petition submitted by at least 50 percent of active members of LIHEDE, or by recommendation of the Board of Directors. Such petition shall be submitted to and approved by the Executive Committee of LIHEDE, and in the aftermath of such approval, the proposed amendments shall be published in LIHEDE's newsmagazine, website, or otherwise publicized by direct mailing to the membership with notice that the amendment(s) will go into effect unless ten percent of the membership responded within 30 days to object to the any such amendments.

Section 14.2: In the cases of such objections, the proposed amendment(s) shall be mailed with a ballot to all members of LIHEDE with a date certain in at least a 30-day period for the ballots to be returned. The amendments may be effected or rejected if at least two-thirds of the ballots legally cast showed an outcome one way or the other.

Section 14.3: No amendments to the LIHEDE Constitution or Bylaws shall take effect until such new amendments have been published and mailed to the Secretary General of LIHEDE, and he/she shall have obtained approval of the Executive Committee. The Executive Committee may review, debate, and approve any new amendments, but may not reject the majority decision of the membership as obtained through secret ballot voting.

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Article XV: Dissolution

Upon dissolution of LIHEDE, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(3)(c) of the Internal Revenue Code, or corresponding section of any future tax code, or shall be distributed to the federal government or to a state or local government for public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are operated exclusively for such purposes.

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Article XVI: Bylaws

Section 1: These Bylaws provide detailed guidance for the supervision and management of LIHEDE affairs, and are subject to change only in accordance with the LIHEDE Constitution, under the provisions of Article XIV—Amendments.

Section 2: Unless otherwise provided, a majority vote of members attending a Board of Directors meeting shall be sufficient for the conduct of its business, and six (6) members of the Board of Directors shall constitute a quorum. All Board members shall have an equal vote.

Section 3: The Business of the Board of Directors may be handled by correspondence, telephone, or other electronic means, provided that all telephone acts are promptly confirmed in writing.

Section 4: In order to ensure a continuously active Board of Directors, elected Board of Directors members who miss three consecutive meetings shall be dropped from membership in the absence of extenuating circumstances. Vacancies thus or otherwise created shall be filled by appointments for the unexpired terms by the Executive Director, with the consent of the Executive Committee.

Section 5: Robert's Rules of Order (current version) shall govern the conduct of Board of Directors meetings on all matters not otherwise specified in these Bylaws or the Constitution. The Robert's Rules of Order shall also govern official business of the Executive Committee, and other such committees of the Organization, or general deliberations in the Organization.

Section 6: The term of office of elected officers shall be three years, commencing in January of each election year. The Executive Director and other elected officers may be re-elected to a second term of three years, but not three consecutive terms. A former executive officer may seek election to the same or comparable executive position within one year after stepping down at the end of a two-term service to the Organization, but may serve only one new term.

Section 7: All officers shall continue to serve until their successors take office, except in cases of impeachment for corruption or mismanagement. In such cases, the Executive Committee shall appoint an acting officer within specific time frame, pending election for the position vacated.

Section 8: An executive editor may be recruited for LIHEDE publications, and may serve indefinitely subject to mutual agreement with the LIHEDE Executive Committee and Board of Directors.

Section 9: The executive editor shall be responsible for implementing the publication program defined by the Publication Committee, under the direct supervision of the Assistant Executive Director for Communications. In accordance with the guidance of this Committee and general LIHEDE rules and regulations, the editor shall designate associate editors, special guest editors, and manuscript reviewers, subject to the approval of the Assistant Executive Director for Communications, who shall do so in consultation with the Executive Committee or the Board of Directors.

Section 10: The executive editor of LIHEDE Newsmagazine shall serve as a co-chair of the Publication Committee.

Section 11: All editorial expenses shall be subject to review and approval by LIHEDE's National Treasurer, who shall ensure strict adherence to the annual publications budget, and other fiscal matters in the Organization.

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Section 12 - LIHEDE Funds: LIHEDE may raise funds as specified in Article VII of the Constitution and in LIHEDE's Bylaws and rules and regulations.

Section 13: The annual LIHEDE membership fee shall be a modest $25 per year, subject to future changes, in consultation with the membership.

Section 14:   The LIHEDE's Headquarters shall act as bursar for all LIHEDE funds except as specified hereunder. The Finance Committee shall handle billings and receipt of the annual fee. All other fiscal or monetary matters shall be handled through the Office of the National Treasurer.

Section 15: The Program Committee shall organize and oversee the implementation of all symposia and other program activities of LIHEDE, in consultation with the Assistant Executive Director for Communications and the Secretary General.

Section 16:   The agenda format for all official business of LIHEDE, especially the Executive Committee and Board of Directors, shall be:

A. Roll Call

B. Reading of minutes of previous meeting

C. Reading of report on business transacted other than at meeting

D. Reports of Communications

E. Reports of Officers

F. Reports of Committees

G. Unfinished Business

H. New Business

I. Elections if not otherwise provided for

J. Adjournment

Section 17 - Appointment: the Executive Director of LIHEDE shall appoint all heads and members of the Program, Finance, Membership, Publication, and related committees within the Organization, except where otherwise specified in the Constitution. Each Committee shall promote activities in its field and shall provide expert knowledge and assistance to other members of LIHEDE.

Section 18 - Operations: The operations of each Committee of LIHEDE shall be implemented in accordance with the Standard Operating Procedures of LIHEDE, which shall be prepared by the Publication Committee, in consultation with heads of every committee or administrative unit of LIHEDE.

Section 19:   The terms of office of the committee chairs and members shall be for one year, or until a successor is appointed, unless a different term of office is designated by the Executive Committee.

Section 20: The Executive Committee may create Special or Ad-hoc committees. In each such case, the Executive Committee shall specify the number of members the committee shall have and how the members are to be selected, and the terms of the members if other than for the life of the committee. Special or Ad-hoc committees shall be automatically dissolved after two years unless the Executive Committee sets an expiration date.

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Section 21: Dues and Membership : Only regular due paying members may hold elected offices in LIHEDE, and failure to pay due may trickle automatic revocation of an individual's membership by the Executive Committee, and dismissal from any office in LIHEDE.

Section 22: Any due paying members may recommend persons as defined under the Article VI, 6.2 of the Constitution, for consideration of honorary and affiliate membership in LIHEDE, subject to approval by the Executive Committee.

Section 23: - Constitution and Bylaws: This Committee shall be responsible for the preparation of Constitutional Amendments and changes to the Bylaws for the Board of Directors' action, when such amendments or changes either appear necessary or are so directed by the Board of Directors. The Committee is to also monitor compliance of the Constitution and Bylaws in the context of executive actions and other activities of LIHEDE, and make appropriate recommendations to the Executive Committee or the Board of Directors.

Section 24: The Constitution and Bylaws Committee shall also draw up the impeachment procedures for LIHEDE, which will ensure the transparency and fairness of the process. Impeachment guidelines must be formulated within the first year of operation of the Organization, subject to the approval of the Executive Committee. The Board of Directors may suspend the Executive Director pending preparation of the impeachment procedures, if not done within the first year of operation. 

Section 25:   Oath Of Office. Each elected or appointed officer of LIHEDE shall take an oath of office prior to assuming duties, and such oath shall be administered by any officer higher than the position being occupied, upon approval of the Executive Committee. The signing of a confidentiality statement may sometimes be used in lieu of an oath, depending on the circumstances. However, the official oath of office for LIHEDE shall be thus:

"I, ________________________________, do solemnly swear that I will support and uphold the Constitution of the Liberian History, Education & Development, Inc., discharge and carry out the duties and responsibilities of the office of _________________ to the best of my ability.  So help me God!"

 Approved and Adopted on the 27th day of April 2003 in the City of Greensboro, North Carolina, U.S.A. 

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For the Constitution Committee:

 _______________________________                __________________________

Siahyonkron J. K. Nyanseor, Chair                          Date

 _______________________________                __________________________

Nat Galarea Gbessagee, Co-Chair                           Date

_______________________________                __________________________

Syrulwa Somah, PhD, Member                                Date

 _______________________________                __________________________

Cynthia Moore, Member                                         Date

 _______________________________                __________________________

Azenia Kulah Somah, Member                                Date

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