Diasporian News of Tuesday, 14 January 2014
Source: Boateng, Agyenim
By: Dr. Agyenim Boateng
At the forth coming NPP-USA 3rd National Conference in Charlotte, NC, some issues have cropped up that need to be addressed. Without doubt, I am in good standing to address or comment on these critical issues since as a former General Counsel or legal advisor to the Executive Committee of NPP-USA I played a tremendous role in crafting the Constitution and By Laws of the organization that was first ordained at the 1st NPP-USA National Conference in Dallas in 2007, TX. To wit:
The following are the concerns that have been raised by some members who have recently communicated with me which I am addressing in this Memo:
: 1. whether the subsequent amendments (as highlighted) formulated prior to the Conference in Denver Colorado in 2009 were ratified at the 2nd National Conference?
2. Who are qualified or eligible to vote in the election of National Executive Committee in Charlotte NC? And;
3. What is the legal relationship between NPP-USA and the mother party, NPP in Ghana?
In order to address the foregoing issues a little perspective will be necessary herein .The fore runner or progenitor of NPP USA was North American NPP including Canada that was born at a meeting at Opanin Adu Gyamif’s residence Virginia USA in the summer of l992. Among the veterans I recall were Mohammed Idris ,Dr. Kofi Apraku, Dominic Adu Gyamfi, late Lawyer Felix Otchere, Akwasi Prempeh, Kwaku Anim,Paul Gyawu and Dr. Aaron Ohemeng of Chicago, Amo Adjepong and Ken Kofie of NYC. After all-day heated deliberation it was decided to form NPP North America to coordinate the activities of NPP groups then springing up in some parts of U.S. The meeting was held under the chairmanship of the late Jude Aiddo. Boakye Agyarko was appointed as the first Coordinator .The organization played some roles in the elections of 1992 and ’96. In 2004 at a National Conference in Chicago Mohammed Idris was elected as the chairman of NPP North America Branch. At its next biennial Conference Virginia Kofi Boateng was elected chairman of the National Executive Committee (NEC) . The 1ST National Conference under the auspices of NPP-USA was held in Dallas in 2007 whereby dramatic changes were made in the Constitution and bylaws of the organization. Notably was the creation of separate corporate entity to be known as NPP-USA and with the separation of Canada as NPP: Canada Branch.
1. The new constitution adopted at the Dallas Conference set in detailed the creation of NPP-USA as a nonprofit corporate entity under the laws of New York State. In essence NPP-USA was crafted as a fraternal organization to NPP Ghana with its own by laws and internal management and regulations as to be a branch of NPP of Ghana. The constitution and bylaws as submitted were over whelming ratified at the Congress in Dallas with only two amendments that were offered by Abena Dapaa and supported by Konongo Forjour, limiting the terms of the President to two consecutive terms and, also, fixing the membership dues to One hundred dollars ($100) per year.
Thereafter Chairman Kofi Boateng and his NEC, in view of the coming elections devised a fund raising strategy known as two by one (2X1). In essence, It meant that if the organization was able to increase its membership to 2000 and each one paying 100 dollars would generate for the organization a revenue of $200,000 to help fund the activities of the organization and make big financial contribution to the mother party and its presidential candidate. It was anticipated that NPP-USA big contribution to NPP Ghana would give it the visibility and influence it so urgently needed on Ghana’s national political scene. This was a far cry from the time each North American NPP chapters donated to Ghana individually thereby diminishing the influence of US Branch as a whole would have gained if they had acted in unison.
2. The Dallas 1st NPP –USA National Conference was followed by the 2nd Conference with lot of international participation in Denver, Co.in May 2009. About three months before the Conference Chairman Kofi Boateng and I came out with constitutional amendment proposals urging the National Conference to consider broadening the franchise by extending it to all paid up members of NPP-USA. This would eliminate opportunity whereby members voting for National Executive Committee members were limited to only those who could attend the Conference. The nouveau concept of( OMOV) one- man one- vote was approved where by all members in good financial standing could vote by electronic ballot, ( on line) or by paper ballot if necessary.
At the Conference in Denver amidst the presence of NPP luminaries such as Nana Akufo Addo, Kwame Pianim, Dr.K Frempong Boateng, Dr. Kwame Amoako Tuffour, Dr. Arthur Kennedy Ex .General Secretary Oheneba Ntow and Dr. Kofi Apraku, the amendments including others were ratified by overwhelming floor vote during the Dinner- Dance phase of the Congress. Before the ratification of the amendment yours truly read and explained what the amendments were about. Prior to that copies had been circulated to all members before the Conference about (See the 2nd Conference Booklet of program events). After ratifying the amendments, that set in motion the announcement of the winning candidates for the NEC membership by the Electoral Commission of which I was a member which had secretly tabulated the votes cast on line and the paper ballots under a sophisticated system of software voting developed by our IT man Augustine Blay. Therefore it’s an egregious error or fallacy to suggest that that the proposed amendments formulated to the Dallas constitution were not ratified at the 2nd Conference in Denver. So the question is who how does one explain the voting of NEC members through the electronic or online ballot if the amendments were not read and ratified at the Denver Conference? Those provisions, unfortunately, were not inserted into the Constitution after Denver in spite of my repeated calls to the NEC members to insert same in the NPP-USA Constitution, as amended.
3. The NPP-USA Constitution sets out two layers of membership: NPP-USA and a Chapter (Article 3.2). In essence one doesn’t have to be a member of two organizations in order to be a member of NPP-USA. NPP-USA is an organization set to be the umbrella organization for the thirteen or so NPP Chapters in U.S. A unique feature for the overseas branches since even sister organizations in Canada, Britain or Germany, Australia or South Africa don’t have such broad geographical base as exist in NPP-USA. For instance NPP –UK is only based in London with no representation from either Manchester or Liverpool. This organization was set up to coordinate the activities of the entire sister chapters of NPP- US to give it’s a bargaining power at table of Ghana’s NPP. Previously each chapter has been donating monies individually to the NPP Ghana and thereby depriving the US Branch the financial impact on NPP in Ghana. However the Constitution allows each chapter to run its own internal affairs except however make annual report to the NEC in terms of financial and membership strength under the provision US IRS Code Sections 501 and 527 which grants to all affiliated Chapters the benefit of tax deductibility pursuant to Articles 4.8.
As aforesaid, a member may belong to any chapter without being a member of NPP-USA. But in order to enjoy the benefits appertaining thereto such membership, such as like voting and participating in the biennial Convention , said member shall be in good standing financially as member of NPP-USA. (Article 4.12 (g). One’s membership with Ghana NPP, or chapter’s membership or financial contributions to the chapter or Ghana NPP party as whole doesn’t count. Payment of the annual dues of $100 to NP-USA is the sole criterion of membership in good standing. Such was the criterion that was used to qualify members who voted in NPP-USA Convention in 2009. The law must be followed. (See Article 4.12 (g).
4. The legal relationship between NPP-USA and the mother party NPP Ghana is fraternal and serves as one of the representatives of its overseas branches. Even though it adopted some of the principles of Ghana NPP constitution in crafting its constitutions it could not subordinate its independence as a matter of law as a corporate a nonprofit entity created under the laws of the state of New York, to the authority of NPP Ghana. NPP-USA is also registered with the Electoral Commission of Ghana under its own name. The laws of New York mandate NPP-USA to file annual report to the Secretary Of State of New York and also report its financial activities to the US IRS, pursuant to IRS Code 501 (3) (c) and also under IRS Code 527 as a political party in US. Thus, it is hoped that the NEC has complied with this mandatory requests lest the NPP-USA runs the risk of being decertified. In essence Ghana NPP has no jurisdiction in dictating over the internal operations of NPP-USA. The NPP Ghana’s role is just an advisory. (See Articles 1 and 4)
Thus when, NPP in Ghana sent a letter to extend NPP-USA biennial Conference and election of NEC officers to 4 years instead of the two, as the constitution mandates. It would have been prudent for the NEC to have called for an amendment to the constitution to accommodate the directives of NPP Ghana. I recalled, advising some members of NEC about that. Regrettably, my counselling fell on deaf ears. In maintaining NPP-USA corporate status, pursuant to the laws of New York State, I submit that NPP-USA may follow the advice or directives of NPP of Ghana in so far that it does not jeopardize its legal status with the State of New York, (See Articles 4.5 and 4.12)
In conclusion, it is my considered opinion that the incumbent NEC did not follow the mandate of the NPP-USA constitution and Bylaws in consequence of which the current pre national conference issues and controversies are the underlying factors of such inaction. It is apparent that instead of the NEC and exercising their operating authority under the constitution they tended to cede authority or share with the Chapters their duties, responsibilities and authority granted them. This has resulted in the diminution of authority of NPP-USA over the Chapters or people been confused whether there is really NPP-USA in existence. For instance the constitution provides an emendation process (Article 7) which allows any members or Chapters to propose an amendment to the constitution within twenty one days preceding the National Conference. However, it is evident that after nearly five years in office neither the NEC nor members took advantage to rectify or reconcile any contractions or ambiguity with in the cons tuition. The amendments adopted in Dallas and Denver was not inserted into the Constitution as a matter of their failed responsibilities. It should not have taken Prof Kwaku Azar who gratuitously took upon himself recently to remind the whole organization about the existence of the ratified amendments that were unfortunately not inserted in the Constitution after the Denver Conference by the responsible NEC members. Therefore, despite some protestations by some members of NPP-USA, it is my opinion that the entire constitution stands as amended in Denver notwithstanding the lateness in incorporating the same into the original 2007 Constitution as amended in December 2009
Wherefore, on the basis of the foregoing, my recommendation to the 3rd National Conference of NPP-USA in Charlotte, NC., is for the next NEC, as soon as they leave Charlotte, to call the NEC together with the National Board of Advisors (Article 4.7), into session to study carefully and textually the mandate of the NPP-USA Constitution and by Law, with assistance of legal counsels, in order to carry out and achieve the mission and objectives of the organization. This cannot be achieved by deferring or delegating NEC’s authorities or responsibilities to any other groups especially, the Chapters. While the chapters are cog in a wheel and therefore necessary for the smooth running of the wheel, however, the main shaft or axel of the wheel is NEC. It is imperative that it does not cede it authority or responsibilities to any other group. Otherwise it will be a recipe for the repeat of past in- action or mistakes by the current NEC administration. NPP-USA must move forward towards the goals and objectives of 2016!
Attorney & Counsellor at Law
Lexington, KY . USA