UPUYA Protocol

AMENDED GOVERNING PROTOCOL OF THE URHOBO PROGRESS UNION AMERICA YOUNG ADULTS (UPUAYA)

I. Preamble

The Urhobo Young Adults in North America (ages 18 – 35 years) have yearned for a forum that will enable them to discover their Urhobo roots and to utilize their gifts for the progress of Urhobo both in the Diaspora and Nigeria. This age group tends to seek belonging, connectedness, making impact, and contributing to society. Organizing Urhobo youths in North America in a structured group under UPUA’s guidance will provide a platform to meet their needs. Furthermore, to promote continuity for future generations, the UPUA Young Adults wish to be grounded in the Urhobo Cultural Heritage. They utilize their talents and skills to provide services for their communities, Local Chapters, UPUA, the Urhobo people, and humanity at large. The Young Adults Group will be a springboard for future membership in UPUA the umbrella Continental Body.

II. Constitutional Authority and General Policy

This Amended Governing Protocol of the Urhobo Progress Union America Young Adults (UPUAYA) is established in accordance with the provisions of Article 8.3 (“Written Protocols Under this Constitution”) of the 2004 Constitution of the Urhobo Progress Union America (UPUA) as amended in 2006. Article 8.3 provides: “The Board of Trustees and Executive Committee may approve written protocols that are in furtherance of the provisions of this Constitution. Such written protocols must not be in conflict with any of the provisions of this Constitution and must be approved by a two-thirds (⅔) majority of the entire membership of the

Board of Trustees and Executive Committee at a joint meeting.” This Amended Governing Protocol which regulates the affairs of UPUAYA is established and derives its mandate from the foregoing constitutional provision.

III. Supremacy of the UPUA Constitution

Deriving from Article 8.3 of the UPUA Constitution, UPUA shall have full authority, power, and control over the existence, administration, and operation of UPUAYA. Therefore, the UPUA Constitution shall have precedence, and shall supersede any provision of this Amended Governing Protocol that may be in conflict, and the UPUA Constitution shall be the source of guidance regarding any aspect not addressed in this Amended Governing Protocol.

IV. Purpose of this Amended Governing Protocol

This Amended Governing Protocol is in furtherance of the general goal of the UPUA Constitution to promote the growth of UPUA as the umbrella organization of all Urhobo sons and daughters in North America. This Amended Governing Protocol is an improvement upon the Protocol previously approved by the UPUA Board of Trustees (BOT) and Executive Committee (EC) on Friday, February 6, 2015, which established a platform for developing the next generation of Urhobos in North America.

V. Goals

a. To promote UPUA’s Purposes and Objectives as provided in Article 3 of UPUA’s

Constitution.

b. To serve as the primary platform for networking among the Urhobo Young Adults in North America.

c. To promote unity among Urhobo Young Adults in North America.

d. To organize Urhobo Young Adults at the continental North American level under

UPUA’s umbrella.

e. To promote learning the Urhobo language, history, culture, and traditions.

f. To foster continuity, service, and leadership of UPUA.

g. To provide opportunities for its members and to serve as a conduit for actualization of personal goals, professional and career development.

h. To promote the welfare, development, and progress of the Urhobo Young Adults in North America.

i. To foster collaboration and cooperation among Young Adults of various UPUA Chapters.

j. To contribute to the growth of Urhobo Young Adults in the Diaspora and Nigeria.

VI. Programs, Projects and Activities

a. In conformity with Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or the corresponding provisions of any future United States Internal Revenue Law, and Article 3 (“Purposes and Objectives”) of the UPUA Constitution, UPUAYA’s programs, projects, and activities shall be for “charitable, scientific, literary and educational purposes.”

b. UPUAYA shall seek the guidance and counsel of the UPUAYA Mentors Committee when embarking on programs, projects and activities.

c. During the Annual UPUA Convention, UPUAYA shall, in collaboration with the EC, organize various activities, including, but not limited to, Welcome and Closing Events, the Young Adults Party, and seminars on Urhobo history, culture, traditions, and other stimulating topics.

VII. Benefits and Welfare of Members

Like any other group, members may from time to time have life experiences such as celebration of birthdays, graduations, birth or adoption of a child, marriages, illness, death, etc. The following guidelines shall apply:

a. The UPUAYA Executive Committee after consulting with the UPUAYA Mentors Committee, may approve benefits for improving the welfare of its members. However, to maintain UPUA’s 501(c)(3) status, any funds raised for such purposes shall not be commingled with funds donated by the public, but must be raised by donations from UPUAYA’s members. For such purposes, members are encouraged to be generous in spirit.

b. UPUAYA’s involvement in any benefit or welfare program shall be coordinated with and through the Chapter of the affected member if applicable.

VIII. Membership Age Limit

a. Considering the characteristics, developmental process and needs of young adults, the age range will be from 18 – 39 years. [Note: As decided by the BOT and EC on Friday, July 29, 2016, the age limit of 39 years will be for 4 years from August 1, 2016, through July 31, 2020, after which it will revert to 18 – 35 years, as previously provided in the initial Protocol approved by the BOT and EC on Friday, February 6, 2015. The purpose of grandfathering individuals in the 36 – 39 age-bracket for a few years, is to enable some of the pioneers of UPUAYA to use their experience to nurture the group to ensure stability.]

b. After the age of 39 years (up until July 31, 2020), and after the age of 35 years (as from August 1, 2020 forward), membership eligibility in UPUAYA shall terminate.

c. When young adults reach the age of 39 years (up until July 31, 2020), and 35 years (as from August 1, 2020 forward), they should transition to full-fledged “Adults” in their Local Chapters or as UPUA General Members where UPUA has no Chapter within one hundred (100) miles radius. (See Article 4.2(b) of the UPUA Constitution.) However, they are free to transition into full-fledged “Adults” in their Local Chapters or UPUA General Members any time before the age of 35.

IX. Eligibility and Admission into Membership

a. Admission into UPUAYA shall be open to all Urhobo Youth by virtue of birth, adoption or marriage. Such individuals must be within the above-mentioned age limits, and must reside in North America.

b. In the spirit of Article 4.3 of the UPUA Constitution, a non-Urhobo by birth, adoption or marriage who has voluntarily adopted Urhobo ethnicity and culture is welcome to join UPUAYA.

c. A Local UPUA Chapter member within the above-mentioned age limit can be admitted into UPUAYA.

d. A young adult can become an UPUAYA member by virtue of his or her membership in the young adults’ wing of a local UPUA chapter. If no local UPUA chapter with a young adults’ wing within one hundred (100) miles radius from where he or she resides, a young adult can join UPUAYA directly as an at-large member.

e. All UPUAYA members whether at-large, or belonging to a chapter, who are Urhobos by birth, adoption, or marriage shall be identified as General Members and shall be eligible to equally enjoy all the rights, benefits and privileges of membership in
UPUAYA.

f. All UPUAYA members whether at-large, or belonging to a chapter, who are a non-Urhobo by birth, adoption, or marriage, but have voluntarily adopted Urhobo ethnicity and culture, shall be identified as Associate Members and shall be eligible to enjoy all the rights, benefits, and privileges of membership in UPUAYA except that they shall not be eligible to be President or Vice President of UPUAYA.

X. Membership Dues

The UPUAYA Executive Committee in consultation with its general membership and the UPUAYA Mentors Committee, shall have the power to decide the group’s membership dues and payment methods.

XI. Financial Administration

a. UPUAYA may establish financial or banking accounts including, but not limited to, Checking, Savings, Money Market, and Investment accounts to facilitate its financial administration. Such accounts and transactions pertaining to them must be disclosed to the EC and BOT upon request.

b. Every monetary expenditure shall require the signatures or verifications of at least two authorized signatories.

c. In conformity with Article 11.1 of the UPUA Constitution, the fiscal and

administrative year of UPUAYA shall begin on January 1st and terminate on December 31st every year.

d. In conformity with Article 11.2 of the UPUA Constitution, UPUAYA “shall be funded through membership dues, contributions, levies, gifts, grants and other legitimate means.”

e. Like UPUA its parent body, UPUAYA must conduct its financial affairs exclusively for public and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or the corresponding provisions of any future United States Internal Revenue Law.

f. Before February 15th of every year, UPUAYA must provide a detailed financial report of the previous calendar year to UPUA’s Financial Secretary and Treasurer, with a copy to the UPUA President. Such reporting will enable the consolidation of UPUA’s and UPUAYA’s finances for tax purposes under one Employer Identification Number (EIN).

XII. Administration of UPUAYA

Every two years, members in good standing will be eligible to run for President, and/or to elect a President who, subject to the BOT’s approval, will have the power to appoint members of his or her Executive Committee which will be charged with running the day-to-day affairs of UPUAYA.

XIII. Executive Committee

In addition to the office of President, UPUAYA shall have the following offices constituting its Executive Committee: Vice President, Secretary, Assistant Secretary, Treasurer, Financial Secretary, Social and Publicity Secretary, Welfare and Membership Secretary, Language and Culture Secretary, and Speaker (Ọtota). Additional offices for UPUAYA may be created in future subject to BOT approval.

XIV. Executive Offices and Duties

1. PRESIDENT – The President shall:

a. Be the Chief Executive Officer of UPUAYA.

b. Head and supervise the UPUAYA Executive Committee.

c. Convene meetings of the UPUAYA Executive Committee and the UPUAYA General and Associate Membership when necessary.

d. Preside at all meetings of the Executive Committee and the General and Associate Membership.

e. After consultation with the UPUAYA Executive Committee, and the UPUAYA Mentors Committee, constitute and appoint ad hoc committees as needed. After a committee has been constituted, its members shall have the power to elect the committee chair subject to the Executive Committee’s approval.

f. Be one of the signatories to UPUAYA’s financial or banking accounts including, but not limited to Checking, Savings, Money Market, and Investment accounts.

g. Present financial and other reports to the BOT at least once a year.

h. Present a State-of-UPUAYA Report which shall encompass a comprehensive financial and administrative state-of-affairs report of UPUAYA to its General and Associate Membership at each Annual UPUA Convention.

i. Perform all duties incidental to his or her office and such other duties as may be assigned from time to time by the BOT, or as the BOT may delegate through the UPUAYA Mentors Committee.

2. VICE PRESIDENT – The Vice President shall:

a. Assist the President and perform the duties assigned to him or her by the President.

b. Perform the duties of the President in the event of his or her absence or inability to act. When so acting, the Vice President shall have all the powers of, and shall be subject to all the restrictions on the President.

3. SECRETARY – The Secretary shall:

a. Take minutes at all meetings. This involves keeping an accurate written account of all proceedings and decisions taken at Executive Committee meetings, General and Associate Membership meetings, and other meetings.

b. At the direction of the President, prepare the agendas for all meetings.

c. Be one of the signatories to UPUAYA’s financial or banking accounts including, but not limited to Checking, Savings, Money Market, and Investment accounts.

d. Be responsible for disseminating information through electronic mail and Social

Media from the Executive Committee to UPUAYA’s General and Associate Membership.

e. Act as the corresponding secretary of UPUAYA and shall be responsible for disseminating official information through electronic mail and Social Media from UPUAYA to the BOT, EC, UPUA’s General and Associate Members and the public.

f. Be the regular operator of UPUAYA’s electronic mail, website publications, and Social Media accounts.

g. Be the primary custodian of the passwords, access codes or keys, etc., while contemporaneously storing copies of all such information with the President and Assistant Secretary.

h. Be UPUAYA’s official custodian of records.

i. In general, perform all duties incident to the office of Secretary as may be required by law.

4. ASSISTANT SECRETARY – The Assistant Secretary shall:

a. Assist the Secretary and perform the duties assigned to him or her by the Secretary.

b. Perform the duties of the Secretary in the event of his or her absence or inability to act. When so acting, the Assistant Secretary shall have all the powers of, and shall be subject to all the restrictions on the Secretary.

5. TREASURER – The Treasurer shall:

a. Oversee UPUAYA’s financial affairs, and when called upon to do so, shall report to the UPUAYA Executive Committee, the BOT and EC.

b. Be one of the signatories to UPUAYA’s financial or banking accounts including, but not limited to Checking, Savings, Money Market, and Investment accounts.

c. Have charge and custody of, and be responsible for, all UPUAYA’s funds, and shall deposit all such funds in the name of UPUAYA in such banks, financial institutions, or other depositories as shall be selected by UPUAYA’s Executive Committee.

d. Within three (3) business days of receipt, deposit into UPUAYA’s bank or other financial institution’s account(s), all monies collected on UPUAYA’s behalf.

e. Keep records of all transactions with UPUAYA’s bank(s) or other financial institution(s) with a copy to the President and Financial Secretary.

f. Provide a financial update at every regular meeting of the UPUAYA Executive Committee and the UPUAYA General and Associate Membership.

g. Upon request, provide a financial update to the UPUAYA Executive Committee, the

UPUAYA General and Associate Membership, the BOT, EC, and the UPUAYA’s

Mentors Committee.

h. Work under the President’s authority, and in collaboration with the Financial

Secretary, prepare before February 15th of every year, UPUAYA’s financial report for the previous calendar year. Such report shall be provided to UPUA’s Treasurer and UPUA’s Financial Secretary, with a copy to UPUA’s President and UPUA’s BOT

Chair. Such reporting will facilitate the timely filing of the parent body, UPUA’s state and federal tax returns.

i. In general, perform all duties incident to the office of Treasurer as may be required by law.

6. FINANCIAL SECRETARY – The Financial Secretary shall:

a. Collect all dues and other funds on UPUAYA’s behalf, and shall hand them over to the Treasurer within seven (7) business days.

b. Keep records of all such collections.

c. Receive and give receipt for monies due and payable to UPUAYA from its members or any other source.

d. Keep and maintain adequate and correct accounts of UPUAYA’s financial transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

e. Provide the books of account and financial records upon request by the UPUAYA Executive Committee, the UPUAYA General and Associate Membership, the BOT,
EC, and the UPUAYA’s Mentors Committee.

f. Work in collaboration with the Treasurer to prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

g. Work under the President’s authority, and in collaboration with the Treasurer, prepare

before February 15th of every year, UPUAYA’s financial report for the previous calendar year. Such report shall be provided to UPUA’s Treasurer and Financial Secretary, with a copy to UPUA’s President and BOT Chair. Such reporting will facilitate the timely filing of the parent body, UPUA’s state and federal tax returns.

7. SOCIAL and PUBLICITY SECRETARY – The Social and Publicity Secretary shall:

a. Be responsible for all social activities of UPUAYA.

b. Lead, organize, and coordinate with members of an ad-hoc Social Committee that may be appointed by the President to handle a specific social activity.

c. Work closely with the Secretary in disseminating information to UPUAYA’s and UPUA’s General and Associate Memberships, and the public regarding UPUAYA’s social activities.

d. Carry out other relevant duties that may be assigned by the President.

8. WELFARE and MEMBERSHIP SECRETARY – The Welfare and Membership Secretary shall:

a. Be the coordinator of all UPUAYA’s benefit and welfare programs.

b. Seek and secure new members for UPUAYA.

c. Engage in outreach to former and current members to encourage them to participate in UPUAYA’s activities.

d. Facilitate the formation of young adults groups in UPUA’s Local Chapters.

e. Keep, secure confidentially, and maintain UPUAYA’s membership list which shall be updated from time to time to keep current, and shared with all members of the Executive Committee, the BOT, the EC, and the UPUAYA Mentors Committee upon request.

f. Inform the UPUAYA Executive Committee regarding the welfare of members who need attention and support.

g. Perform other duties relevant to the office as may be assigned by the President.

9. LANGUAGE and CULTURE SECRETARY – The Language and Culture Secretary shall:

a. Coordinate the educational, traditional, and cultural activities of UPUAYA.

b. Promote the Urhobo language among UPUAYA members using all available technology including Social Media.

c. Work with the Urhobo Language Competition Committee at Annual UPUA Conventions.

d. Research and institute ways for promoting and adapting the Urhobo culture, traditions, customs, and practices to a changing world.

e. Identify Urhobo scholars and other interested persons for the purposes of conducting research into, and publishing materials on the Urhobo language, people, history, culture, and issues.

f. Through all available media, document events and facilitate the publication of literary works on the Urhobo language, people, history, traditions, culture, and issues.

g. From an UPUAYA perspective, organize the discussion of issues affecting the Urhobo people and Urhoboland.

h. Perform other duties relevant to the office as may be assigned by the President.

10. SPEAKER (ỌTOTA) – The Speaker (Ọtota) shall:

a. Be the UPUAYA spokesperson at traditional, cultural, and social events.

b. Perform other duties relevant to the office as may be assigned by the President.

XV. Meetings

a. The President shall preside at all meetings, and in his or her absence or inability, the Vice President shall preside.

b. Frequency of Executive Committee Meetings: To ensure an efficient administration, the Executive Committee shall endeavor to have at least one meeting every two months. However, the Executive Committee may meet as often as necessary at the President’s discretion.

c. Frequency of UPUAYA General and Associate Membership Meetings: There must be at least one face-to-face meeting of the General and Associate Membership during the Annual UPUA Convention. However, at the President’s discretion, after consulting with the Executive Committee, the General and Associate Membership may meet as often as necessary.

d. Use of Technology: Due to the fact that UPUAYA members reside in different locations, face-to-face meetings are usually not feasible except during Annual UPUA Conventions or retreats that are specially scheduled. For ease of access and financial prudence, meetings should be conducted using available technology including audio and/or visual devices such as teleconferencing, videoconferencing, and/or other communications equipment. Participation at a meeting through a technological device shall constitute presence at such meeting, so long as: (i) the meeting adopts some means of verifying (e.g., through voice or image recognition, use of passwords or similar codes) that all attendees are entitled to participate in the meeting, and that all actions and votes are taken only by authorized persons; (ii) each person can communicate with all the others concurrently; and (iii) each person can participate in all matters before the meeting, including the capacity to propose or object to a specific action proposed to be taken, or to vote in the meeting.

e. Voting at Meetings: If there is no consensus after an issue has been discussed in a meeting, the issue will be put to vote. Voting in meetings shall be decided by simple majority.

f. Rules of Order: Except as otherwise provided by the UPUA Constitution, or by law, all UPUAYA meetings shall be conducted in accordance with the rules contained in the latest revised edition of the Robert’s Rules of Order. [Note: The Robert’s Rules of Order is a renowned book regarding the conduct of meetings and parliamentary procedures.]

XVI. UPUAYA Mentors Committee

a. The BOT shall appoint at least four (4) UPUA adult members in good standing as advisors and mentors to UPUAYA. Members of the UPUAYA Mentors Committee should have the people skills to work with young adults. They must also be knowledgeable about the Urhobo people, history, culture, and traditions.

b. The President and Executive Committee shall work closely with the UPUAYA Mentors Committee, and shall seek their counsel and guidance before making all major decisions.

c. The UPUAYA Mentors Committee shall be subject to the authority and control of the BOT.

d. As provided in Article 10.3 of the UPUA Constitution, all members of the UPUAYA

Mentors Committee “shall serve at the pleasure of the appointing authority,” i.e., the

BOT.

XVII. Dispute Resolution

a. All matters (including, but not limited to, problems of compliance with this Amended UPUAYA Governing Protocol, the UPUAYA Election Protocol, any future UPUAYA Protocol, and/or the UPUA Constitution) that are presented to the BOT may be delegated by the BOT to the UPUAYA Mentors Committee to resolve.

b. The BOT shall have the ultimate authority to resolve all disputes emanating from this Amended UPUAYA Governing Protocol, or the UPUAYA Election Protocol, or any future UPUAYA Protocol, in accordance with the UPUA Constitution.

XVIII. Presidential Election Protocol

There shall be an UPUAYA Presidential Election Protocol established under the provisions of Article 8.3 (“Written Protocols Under this Constitution”) of the UPUA Constitution. The first UPUAYA Presidential Election Protocol was ratified and approved by the BOT on Friday, July 29, 2016. As stated in the document, the Election Protocol “shall be revised every two years to conform to prevailing circumstances.” A Presidential Election shall take place every two years during the Annual UPUA Convention.

XIX. UPUAYA Electoral Committee

a. Every two years, after consultation with the UPUAYA Mentors Committee, the UPUAYA Executive Committee shall submit a list of five (5) Young Adults from their General and Associate Membership to the BOT for approval. The UPUAYA Electoral Committee thus constituted shall have the authority to conduct their Presidential Election. No current member of the UPUAYA Executive Committee shall be eligible to be appointed to the UPUAYA Electoral Committee.

b. The UPUAYA Electoral Committee shall adhere to the provisions of this Amended Governing Protocol, the UPUAYA Presidential Election Protocol, and any future relevant UPUAYA Protocol, and shall work under the authority and power of the BOT as may be delegated by the BOT to the UPUAYA Mentors Committee. Upon completion of its duties under the UPUAYA Presidential Election Protocol, the UPUAYA Electoral Committee for a specific election cycle shall be automatically dissolved.

XX. President’s Tenure of Office

The first presidential tenure shall be for a two-year period beginning January 1, 2017, through December 31, 2018, and every two years thereafter. An elected President shall not serve more than two consecutive terms (i.e., 4 years total).

XXI. Swearing In of the UPUAYA President-Elect

The UPUAYA President-elect shall be sworn in in person by the UPUA BOT Chair immediately after the election, and shall be presented at the Gala Night of the Convention where the election took place.

XXII. Nomination and Approval of UPUAYA Executive Committee Members

a. After he or she has been sworn into office, the UPUAYA President shall, within the timeframe specified in the UPUAYA Election Protocol, submit his or her list of nominees for the Executive Committee including a biography of each nominee by e-mail to the UPUA BOT Chair and President.

b. The UPUA BOT Chair shall forward the list of nominees to the BOT for consideration. The BOT may invite the UPUAYA President-elect to a duly convened meeting to present his or her list of nominees and to answer questions regarding the suitability of the nominees for the positions to which they have been named.

c. The nominees shall be widespread from the various UPUA chapters such that not more than two nominees shall come from one UPUA chapter, nor more than one nominee from the incoming President’s UPUA chapter. Also, not more than two at-large members who reside within one hundred (100) miles radius of each other can be nominated. However, if the President encounters problems in regard to complying with the forgoing provision, he or she shall consult with the UPUAYA Mentors Committee to resolve the issue.

d. The BOT shall have until the deadline specified in the UPUAYA Election Protocol to approve or disapprove any nominee. If the BOT disapproves a nominee, the UPUAYA President-elect shall submit a new name for approval. Failure by the BOT to act on the list within the specified deadline means the nominees are deemed approved and shall take office effective January 1st of the following year.

e. Effective January 1st of the following year, the UPUAYA President and his/her cabinet shall function in their respective offices even if all the positions in the Executive Committee have not been filled. However, the UPUAYA President shall make the best efforts to submit to the BOT, replacements for disapproved nominees to ensure that all positions in the Executive Committee are filled and functional by January 30 of the following year.

XXIII. President’s Oath of Office

The UPUAYA President-elect shall take the following Oath of Office:

I, _____________________________ do solemnly swear/affirm that I will be faithful and will bear true allegiance to the Urhobo Progress Union America (UPUA), and the UPUA’s Young Adults (UPUAYA); that as President of UPUAYA I will execute my duties faithfully, to the best of my ability, and in accordance with the UPUA Constitution, the UPUAYA Governing Protocol, any future UPUAYA Protocol, and the laws of the United States of America. So help me God!

XXIV. Additional UPUAYA Protocols

Additional written protocols for specific purposes may be approved for UPUAYA in the future. Such written protocols must not conflict with this Amended Governing Protocol or the UPUA Constitution, and pursuant to Article 8.3 of the UPUA Constitution, “must be approved by a two-thirds (⅔) majority of the entire membership of the Board of Trustees and Executive Committee at a joint meeting.”

XXV. Winding Up and Dissolution

In accordance with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue Law, under which UPUA is governed, the funds and other assets of UPUAYA are irrevocably dedicated to charitable purposes. Upon the winding up and dissolution of UPUAYA, its assets remaining after payment or adequate provision for payment of all debts and obligations, shall be handed over to its parent body, UPUA, or its successor in interest.

XXVI. Amendment

This Amended Protocol or its successor document may be further amended following recommendations by the UPUAYA Executive Committee after consulting with the UPUAYA General and Associate Membership, and the UPUAYA Mentors Committee. Such amendment(s) shall be in accordance with the provisions of Article 8.3 (“Written Protocols Under this Constitution”), and “must not be in conflict with any of the provisions” of the UPUA Constitution, and “must be approved by a two-thirds (⅔) majority of the entire membership of the Board of Trustees and Executive Committee at a joint meeting.”