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Federal and State laws aside, these Bylaws shall be the Association’s constitution. It shall be the only governing document, and all powers shall be derived from it. They define:

• The size of the association and board and how it functions

• The roles and duties of executive board and officers

• The rules and procedures for holding meetings, electing officers, and appointing officers

• How funds will be distributed and used

• Other essential Association’s governance matters

Article I

Name and Address

The name of this organization shall be Ghana Healthcare Volunteers of Georgia, Inc. “(GHVOG).” The Executive Board may designate other names for specific activities and programs as it deems appropriate. The principal office shall be located at 5960 Westcroft Lane, Cumming GA 30040, and official meeting place shall be at Pinckneyville Community Center, 4650 Peachtree Industrial Blvd, Norcross, GA 30071.

Article II

Purpose The Association’s purpose shall be as follows:

• To promote the general welfare of Ghanaians and other underserved communities in Georgia by: Developing and implementing health outreach programs focusing on healthcare needs of Ghanaians and other underserved communities in Georgia

• To liaise with the US health institutions, corporations, and other medical and pharmaceutical distribution companies to donate medical and pharmaceutical supplies to be shipped to Ghanaian rural clinics

Article III - Membership

(A) Membership

Members of the GHVOG shall constitute all registered Medical Doctors, Pharmacists, Nurses, and all other Allied Healthcare professionals residing in the State of Georgia. There shall be associate members who shall include individuals and organizations that support our purpose as set forth in Article II.

(B) Membership Fees

There shall be annual membership fee determined by the executive board and approved by the general body at the annual meeting.

Article IV

(A) Election

Candidates for Executive Office shall be selected from among those nominated by the Nominating Committee, OR a majority of members present may also nominate candidates for positions on the executive board.

(B) Terms

Each Board member shall serve for a term of 1 year. Each member is eligible for successive terms.

(C) Removal

A Board member who misses three or more consecutive meetings may be removed by a majority vote of the Board members then sitting. An officer may also be removed for any reason by a vote of two-thirds of the members then sitting.

(D) Vacancies

Vacancies may be filled at any time by a simple majority vote of members then sitting/ by appointment by the executive committee.

(E) Meetings

Meetings of the Board shall be held at least 2 times each year, at a reasonable time and place designated by the Chairman of the Board (hereinafter referred to as Chair).The Chair may designate additional meeting dates.One-third of the board members then sitting may, by written request, schedule additional meetings.

(F) General Body Meetings

The organization shall have at least 3 General Body meetings per year, which will be at a date and place determined by the Executive Committee in the order of:

i. Call to order

ii. Introduction of the new members

iii. Introduction of guests

iv. Reading of previous minutes

v. President’s Report

vi. New Business

vii. Election of officers [All meetings shall follow parliamentary procedures of Robert’s Rule]

(G) Annual Meeting

A meeting during the fourth quarter of the year shall be designated as the "Annual Meeting," on last Saturday of December, at which new members are elected and other formal annual business conducted

(H) Notice of Meetings

Board members shall receive a 10-day notice of regularly scheduled meetings. This notice may be given in writing, in person, by telephone, or by any other reasonable method.

(I) Waiver of Notice of Meeting

The President may, in writing, waive notice of any meeting of the Executive Board.

(J) Adjournment

A meeting of the Executive Board may be adjourned by announcement and seconded.

(K) Informal Action

If all the executives severally or collectively consent in writing to any action taken or to be taken by the Association, the action shall be as valid as though it had been authorized at a meeting of the board.

(L) Attendance by Telephone

If a member is not reasonably able to attend a meeting, a majority of the members present may authorize participation by telephone, so long as the absent member can hear, or be advised of the discussion of business, and other members can hear, or be advised of the absent member's votes or comments.

A member participating by telephone may count towards a quorum.

(M) Resignations

Any officer may resign at any time by giving notice of resignation to any officer of the board.

(N) Quorum

A quorum shall be 50% of the officers and members then sitting. [This number may be less than 50% depending on the urgency of the meeting.]

Again, a member participating by telephone may count towards a quorum.

(O) Proxy Voting

There shall be no proxy voting. Upon a vote of two-third members then sitting, the board may allow proxy voting on a specific resolution, provided that a copy of the resolution shall be distributed to members at least 30 days prior to the meeting at which proxy voting on the resolution is proposed. [This exception may assist the Association to achieve a quorum on a critical issue.]

(P) Working Committees

The Executive Board may appoint any committee it deems necessary to help fulfill its functions, for example, Nominating Committee, Membership Committee, Educational Program Committee, and so on.

(Q) Compensation of Board Members

This is a voluntary organization and therefore no member of the board shall receive any salary or compensation for their services. No member shall receive any service or benefit not provided to the general public. Members may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the Association.

Article V - Board of Directors

There shall be a Board of Directors (hereinafter known as the Board) which will be the highest decision making body of the Association.

(A) Powers

The Board shall be the governing body of the Association. It shall have the power to manage the business and affairs of the Association. It reserves all the powers necessary to carry out the purpose of the Association as set forth in Article II of the Bylaw. The Board shall accept, on behalf of the Association, any contribution, bequest, or devise. The Board shall have the authority to hire and dismiss any officer as necessary in order to carry out the objectives of the Association.

(B) Composition of Board

The number of Board members shall be at least 5 and no more than 12. The Board shall include all the elected Officers and other members and non-members appointed by the Executives Committee to assist in the running of the organization.

There shall be a Chair of the Board who will preside over all board meetings.

The Chair of the Board will be assisted by a Vice Chair who will preside over all Board meetings in the absence of the Chair. There shall be a Secretary who shall take notes of Board meetings.

Article VI - Designation of Officers

(A) Officers

The Organization shall have a President, a Vice-president, a Secretary, a Treasurer, and a Public Relations Officer (PRO). Any person may hold two or more offices except that the President shall not also be Vice-president, Secretary or Treasurer.

(B) Duties of Officers

The President shall preside at all general and executive committee meetings. The president shall appoint members to standing and ad hoc committees. The president shall perform whatever duties the Board may from time to time assign.

The Vice-President shall carry out the duties of the president when the president is absent or incapacitated; shall have the same power and duties as the president when acting in that capacity; and shall perform whatever duties the board may from time to time assign

The Secretary shall have charge of such books, documents and papers as the board may determine; shall keep, or cause to be kept, a true and complete record of the meetings of the board; shall give, or cause to be given, notice of all meetings; shall keep, or cause to be kept, a record containing the names, alphabetically arranged, of all persons who are members of the Association, showing their places of residence. Such books shall be open for inspection as provided by law. The secretary shall, in general, perform all the duties incident to the office of secretary subject to the control of the board and shall perform other duties as may be prescribed by the board.

The Treasurer shall have custody of all Association funds, property and securities subject to such regulations as may be imposed by the board. The treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all Association funds and other valuable effects in the name of and to the credit of the Association in a depository or depositories designated by the board. Association funds may be deposited only in banks or institutions which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. The treasurer shall give to the president or board, whenever they require it, an account of transactions as treasurer and of the financial condition of the Association and shall, in general, perform all duties incident to the office of treasurer, subject to the control of the board.

The Public Relation Officer shall be responsible for all announcements, media and dissemination of the Association’s information. He/she shall be in-charge of maintaining the Association’s website. He/she shall maintain good relationship with other associations.

(C) Executive Committee

There shall be an Executive Committee. The Executive Committee shall be composed of all elected officers of the organization. They shall meet as needed to plan for the board's work and to fulfill tasks assigned to them by the board.

(D) Election and Terms

The general body shall elect the officers. The term of office shall be for 1 year.

Article VII - Finances

(A) Fiscal Year

The fiscal year of the organization shall be from January 1 to December 31 of each year.

(B) Budget

The Executive Committee shall prepare the budget and submitted to the board for approval at its first meeting each year, which larger proportion of disbursement (90 %) may reflect the objectives of the Association.

(C) Annual Financial Statement

The Treasure shall prepare an annual financial statement for distribution to board members.

(D) Fiscal Policy

The board shall adopt and from time to time review a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks; the obligation of funds; and other significant aspects of the organization's fiscal operation. The fiscal policy shall assure that the Association shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose. Therefore, any withdrawal from the organization’s account shall be done by 3/4 of all the voting members of the executive officers.

(E) Seal

The Association will not use a common seal. The signature of the name of the Association by authorized persons shall be legal and binding.

Article VIII - Tax Provision

It shall not distribute dividend to Executive board members. The Association shall guard against lobbying unless under the appropriate code and shall protect the association from private inurement. In addition, the association will comply with all the provisions outlined for nonprofits and charities under federal and State tax codes.

Article IX - Amendments

These bylaws may be amended, supplemented, or repealed by a two-thirds vote of the MEMBERS present at any meeting at which a quorum is present. Before members may vote on an amendment to the bylaws, notice must be given to the executives of the proposed amendment at a prior meeting of the board, and in no case less than 30 days before the amendment is to be considered. These bylaws shall become effective upon approval by the executive board.

Article X - Conflict of Interest Policies

A conflict of interest exists when someone with a fiduciary responsibility is in a situation where their own self-interest and the interests of the organization might be in conflict. We strongly urge all board members, consultants, and volunteers to sign our conflict of interest statement.

Ghana Healthcare Professionals Association of Georgia — Conflict of Interest Statement:

“For Officers, Directors, Committee Members, Members, and certain Consultants: No member of the GHVOG Executive Officers, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the GHVOG. Each individual shall disclose to the GHVOG any personal interest which he or she may have in any matter pending before the GHVOG and shall refrain from participation in any decision on such matter.”

If an issue is to be decided by the Board that involves potential conflict of interest for a Board Member, it is the responsibility of the Board Member to:

• Identify the potential conflict of interest.

• Not participate in discussion of the program or motion being considered.

• Not vote on the issue.

It is the responsibility of the Board to:

• Only decide to hire or contract with the Board member if they are the best qualified individuals available, and willing to provide the goods or services needed at the best price.

• Record in the minutes of the Board Meeting the potential conflict of interest, and the use of the procedures and criteria of this policy.

Article XI - Statement of Nondiscrimination

The Association shall not discriminate against any person in the hiring of personnel, election of board members, provision of service to the public, the contracting for or purchasing of services or in any other way, on the basis of race, color, sex, national origin, disabling condition, age, or any other basis prohibited by law. This policy against discrimination includes, but is not limited to, a commitment to full compliance with Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to these statutes.

Article XII - In-Effect

These amended by-laws will be in-effect as of August 15, 2016, and remain in effect 06/22/2024.

Membership Requirements

• Opened to all healthcare workers of Ghanaian descent and others with the interest of Ghanaians at heart

• Fill membership application form

• Pay annual membership fee (Dues) of $100

• Attend meetings regularly

• Participate actively in organized programs developed by the Executive Board

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