AMERICAN FREEDMEN INDEPENDENT CLUB OF NEW YORK (AFIC-NY)

FOUNDING WORKING DRAFT | Revised November 12, 2026

“No Permanent Friends. No Permanent Enemies. Only Permanent Interests.”

Draft for organizational planning and New York legal review. This document is not evidence of incorporation, tax exemption, political-party status, trademark ownership, or completion of any legally required filing.

Article I — Name, Identity, and Status

1.01 Name

The organization shall be known as the American Freedmen Independent Club of New York (AFIC-NY), subject to confirmation of its final adopted name and lawful use.

1.02 Character

AFIC-NY is a New York statewide political discussion and civic engagement membership club. It is not established as a political party, does not seek a ballot line, and does not purport to be an independent nominating body. “Independent” describes the Club’s political philosophy.

1.03 Organizational Form

The Club shall operate through a legally appropriate membership-association structure as determined with counsel. No provision presumes tax-exempt status.

1.04 Statewide Scope

The Club initially operates in New York State and may establish county chapters pursuant to Article XI. National expansion requires an amendment under Article XII.

Article II — Mission, Motto, and Objectives

2.01 Mission

AFIC-NY brings people together to discuss politics, evaluate public policy, educate members, hold elected officials accountable, and advocate for the civic, educational, family, and economic interests of American Freedmen, particularly descendants of American slavery.

2.02 Motto

No Permanent Friends. No Permanent Enemies. Only Permanent Interests.

2.03 Four Founding Pillars

The protected founding pillars are Faith; Economic Independence; Political Independence; and Strong Families.

2.04 Activities

The Club may hold educational meetings, public forums, candidate interviews, policy discussions, community programs, voter education, and lawful candidate endorsements. It shall pursue better schools, homeownership, wealth creation, economic opportunity, public safety, constitutional rights, and accountable government.

Article III — Membership and Member Rights

3.01 Eligibility

Membership is open to persons age 18 or older who support the Club’s mission and agree to these bylaws, regardless of personal political-party affiliation, subject to lawful and consistently applied admission criteria.

3.02 Classes

Founding Members are persons designated at formation and may exercise initial voting rights upon admission. Regular Members may vote once the requirements of Article VII are met. Associate Members may participate but do not vote unless admitted as Regular Members and qualified.

3.03 Rights

Each eligible voting member has one vote. Members may participate in authorized meetings, seek information required by these bylaws, express good-faith disagreement, and seek office when qualified.

3.04 Registry and Privacy

The State Secretary shall maintain admission dates, class, dues status, and voting eligibility. Member information shall be used only for legitimate Club purposes and safeguarded against unauthorized disclosure.

3.05 Membership Discipline

Suspension or termination of membership requires stated grounds, written notice, an opportunity to respond, impartial review, and a written decision, subject to Article XIV. Affected members may appeal to the State Executive Board, with conflicted members recused.

Article IV — State Executive Board

4.01 Composition

The State Executive Board consists of five voting members: State President, State Vice President, State Secretary, State Treasurer, and one At-Large Director. Each holds one vote.

4.02 Powers

The Board supervises policy, finance, administration, committee appointments, chapter charters, and final endorsement decisions, within the limits of these bylaws.

4.03 Quorum and Ordinary Votes

Three filled and non-recused Board seats constitute the ordinary Board quorum, except where these bylaws prescribe a higher fixed vote. Ordinary actions require a majority of votes cast at a quorate meeting, unless otherwise specified.

4.04 Meetings and Minutes

The Board shall meet at least quarterly. The Secretary shall record attendance, motions, votes, recusals, and approved minutes. Reasonable advance notice shall be provided to all directors.

4.05 Limitations

No individual officer may unilaterally amend the bylaws, issue an official endorsement, remove an elected director, commit the Club to a political party, or circumvent financial controls.

Article V — Officers, Elections, and Terms

5.01 Founding Board

The Founder serves as initial State President and appoints the other four founding officers pursuant to Article XV. The initial four-year Board term begins when all five seats have been formally filled.

5.02 Subsequent Elections

Following the initial term, qualified voting members shall elect Board officers by secret ballot for four-year terms under Article X. No term-limit rule is adopted by this draft.

5.03 Duties

The President chairs meetings and represents authorized positions; the Vice President assists and acts during absence or vacancy; the Secretary maintains records and election rolls; the Treasurer maintains accounts and financial reports; the At-Large Director performs assigned oversight duties.

5.04 Qualifications

Candidates must be members in good standing, eligible to vote, and free of unresolved disqualifying disciplinary sanctions. Additional neutral qualifications require an ordinary bylaw amendment.

5.05 Vacancies

The Vice President serves as Acting President upon a presidential vacancy. For any vacancy, the remaining Board may appoint an interim officer by majority of non-recused filled seats, with at least three affirmative votes where available. A membership election shall occur within 120 days unless the next regular election is within 180 days. Where fewer than three non-recused directors remain, a special membership election shall be called rather than allowing unilateral appointment.

Article VI — Founder Recognition and Protected Mission Authority

6.01 Founder

Damon K. Jones is permanently recognized in the historical records as Founder and Original Visionary of AFIC-NY. This designation is distinct from the elected office of State President.

6.02 Initial Office

The Founder is the initial State President for the Founding Board term and may seek subsequent elected terms under the same election rules as other candidates.

6.03 Reserved Foundational Matters

The following are protected: the Club name; four founding pillars; core American Freedmen mission; political independence and non-party character; merger or transfer of organizational control; dissolution; and amendment or removal of Founder mission protections.

6.04 Heightened Approval

Changes to protected matters require four affirmative votes of the full five-seat Board, 75% of valid votes cast by eligible voting members with quorum, 60 days’ advance notice, and the Founder’s written consent while living and legally capable, to the extent enforceable under applicable law.

6.05 Scope of Founder Consent

Founder consent does not apply to ordinary endorsements, routine budgets, ordinary personnel decisions, or lawful discipline. The Founder remains subject to financial controls, conflicts rules, and due process.

6.06 Incapacity or Death

Upon the Founder’s death or established legal incapacity, the personal-consent condition ceases; all remaining heightened voting requirements continue. Historical Founder recognition remains.

6.07 Founder Intellectual Property

Any Club name, logo, domain, website, or creative work that the Founder actually and lawfully owns personally may be licensed to the Club only by a separate written agreement defining permitted uses, term, termination, and rights upon dissolution. This bylaw does not itself establish ownership or transfer rights. Any related-party license requires disclosure and approval by disinterested directors.

Article VII — Dues, Standing, and Voting Qualification

7.01 Annual Dues

Annual dues are $30 for every member, including the Founder and officers. No dues waivers are provided. Dues changes require approval by a majority of valid membership votes at quorum after proper notice.

7.02 Full Payment

A Regular Member who pays $30 in full upon admission may vote after six consecutive months of membership in good standing.

7.03 Installment Plan

A member may elect three automatic monthly payments of $10. The first successful payment and approval establish the enrollment date. The member becomes eligible to vote after nine consecutive months of good standing and full payment of $30.

7.04 Early Payoff

A member who pays the installment balance early becomes eligible after six months from the original enrollment date, if all other requirements are satisfied.

7.05 Payment Authorization

Recurring deductions require affirmative authorization, clear payment dates and cancellation terms, and automatic cessation after the third successful payment. No Club-imposed interest or installment fee is charged.

7.06 Missed Payments

The Treasurer shall give written notice of a failed installment and 15 days to cure. An uncured default may result in inactive financial standing and suspension of voting eligibility after notice. Payment or reinstatement must be documented.

7.07 Renewal

Dues renew annually; the Club shall send notice at least 30 days before the anniversary. A 30-day renewal grace period applies. A qualified existing member who remains continuously in good standing does not restart the initial six- or nine-month waiting period merely by selecting installments on renewal. No new automatic annual charge occurs without authorization.

7.08 Inactive Status

If dues remain unpaid after the grace period, membership becomes inactive. Reinstatement within 90 days after inactivation preserves the original admission date; later reinstatement resets the initial eligibility clock. A member cannot cast a ballot while inactive.

7.09 Equal Voting Weight

Each qualified Regular or Founding Member has one vote. Extra donations and early dues payments confer no additional votes or influence.

Article VIII — Financial Management and Accountability

8.01 Dedicated Accounts

Club funds shall be held in accounts maintained for the organization and never commingled with personal funds. Banking authority shall be documented by Board resolution.

8.02 Authorized Officers

The President and Treasurer ordinarily serve as authorized financial officers; the Board may designate another officer as necessary.

8.03 Spending Controls

Budgeted expenditures of $500 or less may be authorized by the Treasurer. Any expenditure exceeding $500 requires prior documented approval of two authorized officers, ordinarily the President and Treasurer. Transactions may not be split to evade this rule. Any unbudgeted expenditure requires Board approval regardless of amount.

8.04 Conflicted Transactions

An officer may not approve a payment to themselves, family, or a business in which they hold a material interest. Disinterested Board approval and written disclosure are required; the two-officer rule remains applicable where relevant.

8.05 Reports and Review

The Treasurer shall submit quarterly financial reports. An annual financial review shall be performed by a qualified person independent of daily transactions; the Board may commission an audit.

8.06 Contributions

Contributions must be lawful and recorded. Donors cannot buy votes, leadership positions, or endorsements. Any applicable election-law registration, limits, reporting, and source restrictions must be followed.

8.07 Records

Financial records shall be maintained for at least seven years, or longer if required by law. Substantial Club asset transfers require Board approval and any applicable Article VI protections.

Article IX — Leadership Removal, Accountability, and Succession

9.01 Grounds

Grounds include documented serious misconduct, misuse of funds, substantial bylaw violations, abuse of office, or conduct materially harming the Club. Political disagreement or good-faith criticism alone is not cause.

9.02 Initiation

Written charges must be approved by four affirmative votes of disinterested Board members. An accused director does not vote. If a vacancy or recusal makes four disinterested votes impossible, proceedings may instead be initiated by a petition signed by 25% of eligible voting members; the accused director may not control verification of that petition.

9.03 Hearing

The accused officer shall receive written charges and supporting evidence, at least 30 days’ notice, a fair opportunity to respond, and an impartial hearing before a removal election.

9.04 Membership Decision

Removal requires a secret ballot, the 25% membership quorum, and at least two-thirds of valid votes cast in favor of removal. The officer subject to removal retains ordinary member voting rights unless lawfully suspended under a separate process.

9.05 Interim Measures

For immediate risk to funds, records, or safety, disinterested directors may impose temporary, proportionate restrictions pending the hearing; such measures are not permanent removal and must be reviewed promptly.

9.06 Founder Status

Removal from elected office does not erase permanent historical Founder recognition; Article VI governs any continuing reserved mission rights, subject to law.

Article X — Meetings, Elections, and Voting

10.01 Meetings

At least one general membership meeting shall occur annually. Meetings may be in person, virtual, or hybrid with reasonable access for members.

10.02 Notice

Annual meeting notice is at least 30 days; special meeting notice at least 15 days, except when a longer period is required for a particular action.

10.03 Membership Quorum

A quorum for binding membership votes is 25% of eligible voting members on the certified voter roll. For fractional results, round up to the next whole person. Abstentions count for quorum but not as votes cast on a motion.

10.04 Election Administration

An Election Committee appointed by the Board shall administer secret-ballot leadership elections. A candidate may not administer or certify their own contest. Voting procedures must verify eligibility while protecting ballot secrecy.

10.05 Roll Cutoff

The Secretary shall prepare a preliminary voter roll 60 days before a leadership election and permit correction of clerical errors through a fair published process. No backdating, fictitious admissions, or manipulation of payment records is permitted. Members who lawfully attain eligibility before election day shall not be excluded solely by the preliminary-roll date.

10.06 Election Challenges

A member may file a written challenge within 14 days of announced results. An impartial panel shall review material irregularities and provide a reasoned decision before final certification where feasible.

10.07 No Unauthorized Elections

No officer, chapter, or faction may declare an election or change of statewide leadership outside these bylaws.

Article XI — County Chapters and Local Leadership

11.01 Charters

The Board may charter county chapters in New York State. A charter requires at least ten dues-paying members in good standing, including members current on approved installments.

11.02 Officers

Each chartered chapter shall have a County President, Vice President, Secretary, and Treasurer, elected for four-year terms under consistent statewide eligibility rules.

11.03 Duties

Chapters may recruit members, host forums, educate voters, and recommend local policy priorities. They must report activities and finances quarterly to the State Board.

11.04 Endorsements

Chapters may submit candidate recommendations through the statewide Candidate Interview and Endorsement Committee but may not independently issue an official AFIC-NY endorsement.

11.05 Oversight

Chapters follow statewide financial controls, intellectual-property licenses, and bylaws. Charter suspension or revocation requires written charges, opportunity to respond, and Board decision, except for narrowly tailored emergency measures.

11.06 Candidate Interview and Endorsement Committee

The Club shall maintain a statewide Candidate Interview and Endorsement Committee consisting of six voting members in good standing appointed by the State Executive Board. The Board shall designate one of the six members as Chair. Committee service does not create an additional seat on the State Executive Board. Members serve for two years and may be reappointed. The Board shall fill vacancies for the unexpired term. Removal for cause requires written notice, an opportunity to respond, and a decision by disinterested directors.

11.07 Purpose and Authority

The Committee shall receive candidate submissions and county chapter recommendations, review qualifications and public records, conduct candidate interviews, and submit written endorsement recommendations to the State Executive Board. Its work shall evaluate candidates against the Club’s American Freedmen mission, four founding pillars, political independence, and policy priorities. The Committee has advisory authority only. The State Executive Board always retains sole and final authority to approve, deny, withhold, or withdraw every official AFIC-NY endorsement. No Committee vote, interview, recommendation, or statement constitutes an official endorsement.

11.08 Candidate Interviews

The Committee shall establish a written schedule, submission requirements, and common core questions for candidates seeking the same office. Candidates shall receive reasonable notice and a fair opportunity to participate under consistent procedures, regardless of political-party affiliation. Interviews may be in person, virtual, or hybrid. Follow-up questions may address a candidate’s record and responses. The Committee shall document invitations, participation, written responses, and any refusal or inability to participate. An interview or questionnaire creates no entitlement to an endorsement.

11.09 Committee Quorum and Voting

Four filled and non-recused Committee seats constitute a quorum for interviews and recommendation votes. Each Committee member, including the Chair, has one vote; the Chair has no additional or tie-breaking vote. A recommendation requires a majority of votes cast at a quorate meeting, with at least three affirmative votes. Abstentions count toward quorum but are not votes cast. A tie, failure to meet the affirmative-vote threshold, or lack of quorum produces no Committee recommendation and shall be reported to the Board. The Committee may recommend no endorsement. Vacancies or recusals do not lower the quorum or affirmative-vote threshold.

11.10 Written Recommendations and Records

The Committee shall submit a written report identifying the office and candidates considered, interview participation, evaluation criteria, reasons for its recommendation or absence of a recommendation, attendance, vote totals, abstentions, recusals, and any minority position requested for inclusion. The Chair shall deliver the report and supporting records to the State Secretary for preservation. Internal deliberations and nonpublic candidate information shall be used only for authorized Club purposes and shall not be publicly disclosed without Board authorization, except as required by law.

11.11 Final State Board Decision

The State Executive Board shall review the Committee’s report and decide endorsements under the Board quorum and voting rules in Section 4.03, subject to the conflict rules in Article XIV. The Board may accept or reject a recommendation, request further review, or decide without a Committee recommendation, including when the Committee is tied or unable to reach quorum. The minutes shall record the Board’s decision, reasons, vote totals, and recusals. Only representatives designated by the Board may announce an official endorsement or its withdrawal. Neither the Committee nor any individual officer or county chapter may override the Board’s final endorsement decision.

11.12 Conflicts and Integrity

Committee members shall disclose material financial, professional, or personal conflicts before reviewing the affected race and shall recuse themselves from its interviews, deliberations, and votes. A Committee member who is a candidate for the office under review shall not participate in that race’s review. Conflicts and recusals shall be recorded. The prohibitions on purchased endorsements and benefits in Article XIV apply fully to Committee work. Donations, dues, gifts, or promised benefits shall never determine access to an interview or an endorsement recommendation.

11.13 Operating Procedures

The Board may approve written Committee operating procedures consistent with these bylaws. Such procedures may address scheduling, questionnaires, evaluation forms, recordkeeping, and administrative deadlines, but may not change the six-member composition, quorum, voting thresholds, ethics requirements, or the State Executive Board’s sole and final endorsement authority.

Article XII — Amendments

12.01 Ordinary Amendments

Ordinary amendments require written proposal, four affirmative votes of the full five-seat Board (the smallest whole number meeting two-thirds), 30 days’ notice, and a majority of valid membership votes cast at the 25% quorum.

12.02 Protected Amendments

Protected matters identified in Article VI require four affirmative Board votes, 75% of valid membership votes cast at quorum, 60 days’ notice, and applicable written Founder consent while living and legally capable.

12.03 No Circumvention

No ordinary resolution, chapter act, or committee policy may circumvent protected provisions. The Secretary shall preserve proposals, vote totals, and effective dates.

Article XIII — Dissolution and Assets

13.01 Approval

Voluntary dissolution requires four affirmative Board votes, 75% of valid membership votes cast at quorum, 60 days’ notice, and applicable written Founder consent, subject to law.

13.02 Liabilities

The Club shall first pay or provide for all lawful debts, taxes, and obligations and prepare a final accounting.

13.03 Residual Assets

Remaining Club-owned assets shall transfer to one or more legally eligible organizations substantially supporting American Freedmen economic independence, civic education, educational advancement, and strong families. They shall not be distributed to members or officers for private benefit.

13.04 Licensed Property

Intellectual property personally and lawfully owned by the Founder or another licensor is not Club property merely because the Club used it under license. The separate license controls its return and continued use.

13.05 Records

The Secretary and Treasurer shall preserve required final records and documentation of asset disposition.

Article XIV — Ethics and Member Conduct

14.01 Integrity

Members and officers shall act honestly, avoid misuse of authority, and uphold the Club’s mission while respecting lawful disagreement.

14.02 No Purchased Endorsements

No officer, director, Candidate Interview and Endorsement Committee member, or agent may request or accept personal money, gifts, favors, employment opportunities, or other benefits in exchange for endorsement influence. No donor or candidate may purchase an endorsement.

14.03 Conflicts

Persons with material financial, professional, or personal conflicts must disclose them and recuse themselves from affected decisions. Recusals shall be recorded.

14.04 Authorized Speech

Only designated representatives may announce official Club endorsements or commitments. Members remain free to speak personally if they do not falsely claim to speak for the Club.

14.05 Conduct and Reporting

Threats, intimidation, unlawful discrimination, harassment, and retaliation for good-faith reporting are prohibited. Complaints shall receive written notice, impartial review, opportunity to respond, and proportionate discipline. Elected statewide officer removal follows Article IX.

Article XV — Founding Ratification and Effective Date

15.01 Sole Founder

Damon K. Jones is the sole Founder at the time of this initial organizational draft. No signatures are required from officers who have not yet been appointed.

15.02 Initial Ratification

The Founder may sign and adopt this initial governing document for the proposed Club, subject to any applicable requirements for formation and adoption under New York law.

15.03 Initial Board Formation

The Founder shall appoint the initial State Vice President, Secretary, Treasurer, and At-Large Director. The initial four-year Board term begins upon written acceptance of all five seats. Until then, the Founder may conduct reasonable formation activities, but shall not represent that a fully constituted Board has approved an action.

15.04 Transition

Once the Board is constituted, powers assigned to it under these bylaws shall no longer be exercised unilaterally by the Founder. The Board shall record its constitution and acknowledge receipt of the governing document in its initial minutes.

15.05 Effective Date

These bylaws become effective upon lawful adoption and execution by the Founder, subject to applicable legal requirements.