BYLAWS OF ASSOCIATION OF BHUTANESE IN AMERICA (ABA), INC.
ARTICLE 1: NAME AND MISSION STATEMENT
The name of the organization shall be the “Association of Bhutanese in America (ABA), Inc.,” herein after also referred to as the ‘Association’.
The Association shall work for the empowerment and advancement of the people of Bhutanese origin in the United States. More specifically, it shall provide them with a platform for networking, preserving their identity, culture, tradition and history, accessing opportunities, addressing community issues and building/ promoting relationships with other communities.
ARTICLE 2: AIMS AND OBJECTIVESThe Association is organized exclusively for charitable, cultural, social, and advocacy purposes catering to the needs of the Bhutanese Diaspora in the United States. The aims and objectives of the Association are to:
• Impart knowledge about Bhutanese history and culture to the younger generation
• Promote unity and a sense of belonging to the community
• Keep the Bhutanese and general community informed of all developments in Bhutan and advocate for the fundamental rights of every Bhutanese
• Promote integration in the American mainstream while maintaining their cultural identity
• Provide and exchange information, counseling, and guidance for member advancement.
ARTICLE 3 – MEMBERSHIP
3.1: There shall be two types of membership in the Association i.e. the voting members, hereafter also referred to as the ‘member’; and honorary members.
3.2: Eligibility for membership
Application for voting membership shall be open to any person of Bhutanese origin 18 years or older, and resident in the United States, who subscribes to the mission, aims, and objectives of the Association.
3.3: Process for membership
3.3.1: Membership becomes effective after completion and return, to the Board, of a membership application and membership dues.
3.3.2: Honorary members are identified and membership granted by majority vote or consensus of the Board.
3.4: Annual Dues
The annual amount required for annual dues shall be $30.00, unless changed by the majority of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
3.5: Rights and Responsibilities of Members
Each member shall have the right to:
• Cast one vote in association elections.
• Take active part in the programs and activities of the Association
• Receive information and provide feedbacks on all aspects of the Association’s activities/
• Be elected to the governing bodies of the Association
A member of the Association shall have the responsibilities to:
• Belong and take an active part in the activities of the Association.
• Take necessary steps to understand, carry out, and uphold the mission, aims and objectives, principles, policies and programs of the Association.
• Explain the mission, aims and objectives, principles, policies and programs of the Association to other people whenever necessary.
• Develop an insight into the social, cultural, political and economic problems facing the Association membership.
• Advocate against all forms of racism, ethnic cleansing, religious, cultural and political segregation or any other form of discrimination.
• Observe discipline, integrity, honesty and loyalty while working for the Association at all times.
• Refrain from engaging in activities against the Association.
• Pay the applicable membership dues as fixed by the Board on time.
3.6.1: All members are entitled to vote on the proceedings and issues tabled for a vote in Association meetings.
3.6.2: Voting in any Association meetings shall be done in person, orally or by way of counting hands but any member may ask a secret vote. In that case, voting is done through a written ballot or as deemed fit by the members present and voting.
3.6.3: A formalization of the majority of votes recorded in the meetings shall be considered a binding decision of the Association.
3.6.4: During extraordinary circumstances, voting may be conducted by means of electronic media such as email or by fax. This provision can be invoked only for elections of Board members of the Association.
3.7: Resignation, Termination and Reinstatement
Any member may resign by filing a written resignation with the Secretary of the Board. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
Membership can be terminated due to expulsion by a 2/3 majority of the Board of Directors, expiration of membership, and/or non-payment of membership dues.
Upon termination or resignation, a member shall forfeit all membership rights.
Members who are expelled for disciplinary reasons may be reinstated with a 2/3 majority vote of the Board of Directors.
3.8: Non - Transferability
Membership is non-transferable. Membership shall cease upon the member’s death.
ARTICLE 4: MEETINGS OF MEMBERS
4.1: Regular Meetings
Regular meetings of the members shall be held quarterly, at a time and place designated by chair.
4.2: Annual General Meeting
The annual meeting of the members shall take place in the Fall, at the place determined at the previous annual general meeting, the specific date, time, and location being designated by the Chair of the Board. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and vote on issues tabled for voting.
4.3: Special Meetings
The chair, the Executive Committee, or a simple majority of the Board may call special meetings. A petition signed by five percent of voting members may also call a special meeting.
4.4: Notice of Meetings
Notice of each meeting shall be given by an appropriate method to each voting member not less than two weeks in advance.
The members present at any properly announced meeting shall constitute a quorum.
4. 6: Voting
Apart from issues placed for voting by the Board, issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE 5 - BOARD OF DIRECTORS
5.1: Board Role, Size, and Compensation
The Board is responsible for overall policy and direction of the Association, and it shall delegate responsibility for day-to-day operations to the Executive Director and Committees.
5.1.2: Size and Composition
The Board shall have up to eleven and not fewer than seven members. One third of the Board of Directors shall be from among the nominees of the Chair of the Board and two-thirds of the Board of Directors shall be from among the nominees of the general membership.
The board receives no compensation other than actual expenses, such as travel and other expenses incurred for the Association activities.
5.2.1: Annual Meeting
The date of the regular annual meeting shall be set by the Chair of the Board of Directors who shall also set the time and place.
5.2.2: Special Meetings
The Chair, one-third of the Board or the Executive Committee, may call special meetings.
Notice of each meeting shall be given to each Board Member not less than two weeks before the meeting.
5.3: Board Elections
New directors and current directors to fill the vacant position shall be elected or re-elected by the voting members at the Annual General meetings in accordance with the provision in Article 5.1.2. Directors shall be elected on the basis of maximum votes secured.
Details of the election process shall be determined by the BDC with the approval of the Chair of the Board.
A Board Development Committee, constituted by the existing Board, shall be responsible for compiling a list of prospective board members. The general membership shall nominate candidates to fill 2/3 rd of the Board seats. The Chair of the Board shall nominate candidates to fill 1/3 of the board seats from among outstanding candidates.
All Board members shall serve two-year terms, but are eligible for re-election.
A quorum must be attended by at least 2/3 of the Board members before business can be transacted or motions made or passed.
An official Board meeting requires that each Board member receive a written notice from the Secretary of the Board two weeks in advance.
ARTICLE 6: OFFICERS OF THE BOARD AND DUTIES
There shall be four officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:
6.1.1: The Chair shall schedule and preside over Board meetings and members’ meetings. S/he may delegate this responsibility at reasonable discretion.
6.1.2: No person may serve for more than two consecutive full terms of two years as the Chair.
6.1.3: The Past Chair (except the incumbent Chair who is ending his/her current second term) may contest for the Chair’s post after a full year of retirement as a Chair.
6.1.4: The Chair shall ensure planning and implementation of activities through the staff and Directors of the Board of the Association.
6.1.5: The Board, by consensus, shall appoint a Chair from amongst its members in the event of the resignation by the incumbent Chair or if he is no more able to serve in that capacity.
6.1.6: The succeeding Chair will only continue in office till the natural expiration of the previous incumbents’ term. This will not undermine his/her prospects for contesting the Chair’s position, irrespective the number of times he/she has held such positions under similar circumstances.
6.1.7: The Chair attends all Board and Annual Membership meetings except for such sessions of the Board or of the Annual Membership Meeting, in which questions about his/her integrity, performance, compensation or any other issues concerning his position is under discussion/consideration.
6.1.8: The Chair may authorize the Executive Director to take all reasonable steps to carry out the work of the Association, to enter into contracts and agreements on behalf of the Association, as it may be necessary to advance the cause and interests of the Association.
6.1.9: The Chair of the Board shall be accountable to the Board of Director and the General Membership.
The Vice-Chair will chair committees on special subjects as designated by the board. S/he will also head the Board in the temporary absences of the Chair.
6.3: The Secretary
The Secretary shall be responsible for keeping records of Board actions and carrying out all communication relating to the functions of the Board.
6.4: The Treasurer
The Treasurer shall submit a financial report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members, general members, and the public. The Treasurer shall keep or cause to be kept proper books of accounts, and other financial records of the Association.
6.5: Resignation and Termination:
Resignation from the Board must be in writing and received by the Secretary. The Chair shall have the ultimate authority to accept the resignation of a Board Member.
A Board member shall be removed for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member, including the Chair, may be removed for other reasons by a three-fourths vote of the remaining directors.
6.7: Special Meetings
Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member at least two weeks in advance.
All decision of the board will have to be supported by a 2/3 majority of the Board, present and voting. When there is a tie on an issue under vote in a board meeting, the Chair of the Board shall cast the final vote.
ARTICLE 7 – COMMITTEES
7.1: Standing Committees
The Association may have four Standing Committees: Executive Committee, Finance Committee, Development Committee, and Membership Committee. The Board may create other committees as needed, such as conference committee, program committee, and disciplinary committee etc. The Board Chair appoints all committee chairs. A Director shall head each committee. Members of the committees need not be the Members of the Board.
7.1.1: Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
7.1.2: Finance Committee
The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
7.1.3: Development Committee
The Development Committee shall be responsible for developing and implementing a fundraising plan for the Association. All fundraisingplans and communications should be approved by a simple majority of the Board.
7.1.4: Membership Committee
The membership Committee shall be responsible for cultivating new members into the association, processing membership applications, and addressing member concerns.
ARTICLE 8 – EXECUTIVE DIRECTOR AND STAFF
8.1: Executive Director
The Executive Director is hired by the Board.
The Executive Director has the day-to-day responsibilities for the organization, carrying out the organization’s goals and policies. The Executive Director shall attend all board meetings; report on the progress of the organization, answer questions of the Board Members and carry out the duties described in the job description.
The Executive Director shall assist the Committees in carrying out their functions. The Chair of the Board shall delegate all such powers to the Executive Director as necessary to run the Association.
The Board of Directors shall decide the compensation of the Executive Director.
The Executive Director shall serve at the pleasure of the Board of Directors.
The Executive Director shall hire other staff to assist in carrying out the organization’s activities as and when necessary.
ARTICLE 9 – LIMITATIONS
No substantial part of the activities of the Association shall constitute carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the Association shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on the behalf of, or in opposition to, any candidate for public office.
ARTICLE 10 – AMENDMENTS
These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors, and approved by a simple majority of the members present and voting at the next Annual General Meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE 11- DISSOLUTION OR LIQUIDATION OF THE ASSOCIATION
Members of the Association shall be notified of the dissolution or liquidation of the Association. The Membership, with a simple majority of the members voting, shall decide at the annual or general meeting (by the show of hands) to ratify or reject the dissolution or liquidation.
In the event of dissolution, any remaining funds of the Association shall be applied by the executive committee (before vacating office) in furtherance of the Association's aims, and no member shall have any claims on the Association in respect to fees and subscriptions paid, etc. Any of the remaining assets shall be distributed to a non-profit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes, and that has established its tax-exempt status with the Internal Revenue Service (IRS). No private individual, member, trustee, director or officer of the Association shall benefit or be entitled to share, in the distribution of any of the Association's assets during the dissolution.
ARTICLE 12: RESIDUAL
The Board of Directors by a 2/3 majority shall decide all issues not covered in this document.
These Bylaws were approved at a meeting of the Board of Directors of the Association, by two-thirds majority, on January 00, 2007.