VNCH By-laws

ByLaws 

of

Vietnamese Community of Houston & Vicinities, Inc.

  ARTICLE I Name, Mission Statement, Purposes Section 1: Name. The name of the organization shall be Vietnamese Community of Houston & Vicinity, Inc. abbreviated as VNCH and in Vietnamese as Tổ Chức Cộng Đồng Người Việt Quốc Gia Houston và Vùng Phụ Cận. Section 2: Mission Statement. Vietnamese Community of Houston and Vicinity, Inc. consists of members of the Vietnamese refugees who do not accept totalitarianism in any shape or form shall act together to support and promote freedom and democracy in Vietnam as well as encourage active and meaningful participation in community-wide activities, programs and projects to build a robust sense of civic responsibility. Section 3: Purposes. a. Promote close collaboration, cooperation among all Vietnamese-Americans to enhance and improve their lives in all aspects: social, cultural, economic, politics, and educational. b. Preserve & strengthen Vietnamese culture and heritage through a multitude of traditional cultural activities. c. Collaborate closely with all other minority communities and mainstream society. d. Actively encourage the full participation of all members into mainstream America in a multi-generational and cross-cultural way. ARTICLE II Symbol, Logo, Seal Section 1: Symbol. Heritage yellow flag with three red stripes shall be a symbol of VNCH representing nationalism, independence, freedom, and democracy. Section 2: Logo Logo of the VNCH shall be a circle bearing Vietnamese Community of Houston and Vicinity with the heritage flag and the globe in the background. Section 3: Seal The Seal of the Corporation is a circle with the words Vietnamese Community of Houston and Vicinity, Inc. provided by the State of Texas. ARTICLE III Offices The principal office of VNCH in the State of Texas shall be determined by the current Board of Directors and may be changed from time to time as necessary. ARTICLE IV Fiscal Year The fiscal year of VNCH shall begin on January 01 and end on December 31 each year. ARTICLE V Members Section 1: Classes of members General Members: all Vietnamese and their spouses reside in Houston and Vicinities are automatically considered members of VNCH. Voting Members: each member who is 18 or older shall be entitled to one vote on each matter submitted to a vote of the members. Honoree members: any non-Vietnamese person who contributes and helps the Vietnamese Community may be invited by Board of Directors as an honoree member. Section 2: Member Rights All members are entitled to involve in all decision making related to the community and enjoy all the benefits from the community if any. Each voting member entitles one vote in all meeting. All voting members shall be entitled to run for the office of the Corporation. Section 3: Membership annual dues Board of Directors shall determine the annual membership dues depend on the corporation financial situation. In situations if the Corporation does not have the urgent financial necessity, members of the Corporation doe not have to pay annual dues. Section 4: Non-Transferable Membership in this corporation is a special privilege, not a special right, and not transferable or assignable. ARTICLE VI The General Assembly Section1: Powers The General Assembly is the highest body which shall have the powers to decide all matters related to the organization structure as well as personnel management. The General Assembly shall have the power to resolve all conflicts among all parties within the corporation. Section 2: Annual Meeting On every January, the Board of Directors shall convene the annual general assembly meeting to report the organization activities of the previous year and present new programs for the coming year. 180 days before end of their term, the current Board of Directors shall convene the general assembly meeting to decide number of members on next term Board of Directors and Board To Oversee, and select members of Board To Oversee and Election Organizing Committee. If within 150 days before the their term ends, the Board of Directors does not convene the meeting as required, the Board To Oversee shall request the general assembly meeting to be held within 14 days. If the Board of Directors still not taking any action, the Board To Oversee shall exercise the rights to convene the general assembly meeting according to the corporation by-laws. Section 3: Special General Assembly Special General Assembly may be called by the President or at the request of more than two-third (2/3) of Directors, or more than two-third (2/3) of members of Board To Oversee, or ten percents (10%) of voting members voted in the last general election, or at least 200 voting members. In case of the President does not convene the meeting within 14 days as requested, the Board To Oversee shall have the rights to call for the meeting. Purpose and agenda of the Special General Assembly shall be stated in a written notice to all members. Presiding Panel and Secretary of the Special General Assembly shall be elected by the quorum present. Section 4: Location The General Assembly meeting shall be held at the Community Center or any convenient location that has been designated by the Board of Directors or the Board To Oversee. Section 5: Notice of Meetings Written notice stating the place, day, and hour of the General Assembly  meeting shall be delivered to all local Vietnamese newspapers, radio and television stations and shall be posted on at least two Vietnamese newspapers for at least two editions and shall be announced at least three days a week on two radio stations two weeks prior to the meeting. Section 6: Quorum A quorum shall consist of ten percents (10%) of voting members voted at the last general election, or at least 200 voting members. If the required quorum is not present, the govern body shall within 30 days reconvene the meeting without quorum. Any action which may be taken at the meeting that meets the stated requirements shall be considered valid and shall have legal authority within the Community. Unless otherwise noted, only one-half (1/2) of the votes entitled to be cast on a matter to be voted upon by the members present shall suffice. Section 7: Voting Rights Member who has voting rights shall be entitled to one (01) vote on all regular or special meetings and elections. Section 8: Proxies No proxy shall be accepted at the current time. ARTICLE VII Board of Directors Section 1: Number and Duties Candidates for Board of Directors form a slate to be elected by all eligible members of the community in a general election. Ballots are to be undisclosed. The number of Directors, minimum 3 and maximum 15, shall be determined by the General Assembly in a regular meeting prior to election. Board of Directors shall have the duties to establish policies of the Corporation and to set short and long term goals for community-wide activities in accordance to the Corporation’s By-Laws. Section 2: Qualifications Candidates for Board of Directors and their spouses shall not be a communist, a communist sympathizer, or a member of communist party affiliated organizations. Must be 25 years of age on or before the general election and have no criminal records. Must be a resident of Houston and vicinities for at least 02 years prior to election. Residency for the slate head is to be at least 5 years prior to the election. All eligible members who have visited Vietnam motherland but did not support or contribute to the Vietnamese communist regime shall be entitled to run for the office. Unless under special circumstances such as family funerals, or on freedom fighting mission with prior notice, the Board of Directors are prohibited go to Vietnam while still under communist regime. Section 3: Term of Office Tenure of the Board of Directors is three (03) years. All members of Board of Directors, except the President, can be re-elected for unlimited times. The President can be re-elected only one (01) time. Section 4: Retention In case of no candidates run for the office for the next term, the current Board of Directors shall be retained during each twelve months (12) period until a new Board of Directors is elected. On the seventh month of the retaining year, the Board of Directors shall convene the General Assembly to select an Election Committee to prepare for the next election. Section 5: Duties The President’s Duties: The slate head of the winning team shall be the President of the Board of Directors representing all members in the community. In case of the slate head can not act as the President, members of the Board shall proceed to select the President as stated in Section 9 Article VII. The President shall preside at all meetings of the Board of Directors and supervise the Executive Committee in management the business and affairs of the corporation. The President shall preside over the regular and special meetings with the Executive Committee to have contingency plan ready in case of emergency such as natural disaster or fire. Sign all By-laws amendments. All other members of the Board of Directors shall share the same responsibilities with the President as mentioned in Article VII, Section 1(b). Section 6: Quorum Majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. Section 7: Manner of Acting More than one-half (1/2) of the votes entitled to be cast on a matter to be voted upon of the Board of Directors present at a meeting at which a quorum is present shall be necessary for the adoption thereof. If the vote is tied, the President is entitled to a casting vote. Section 8: Meeting Location The location for the Board of Directors’ meeting shall be at the Community Center or at any other place as desired by the Board. Section 9: Vacancies Any vacancy occurring in the Board of Directors --- such as illness, death, conviction of a moral turpitude misdemeanor or felony, recall, resignation, or any other reasons --- shall be filled by the affirmative vote of the remaining directors. A fill-in director has to have capability, character, and shall carry out the unexpired term of his/her predecessor in office. A fill-in director is required to be approved by the majority of the Board To Oversee. Section 10: Resignation Any member of the Board of Directors may resign by filing a written resignation with the President or the Secretary. If the resignation letter does not present the reason as well as the termination period, or the director has abandoned the post without proper notice, the President has to call a meeting to have a final decision by majority votes. Section 11: Removal Any member of the community shall be entitled to a vote of no-confidence to any or all members of the Board of Directors with a signed written request including name, address, phone number, date, and the reason to the Board To Oversee. The Board To Oversee shall investigate and make the decision whether or not to initiate the removal procedure. A member or all of the Board of Directors could be removed only by the General Assembly which meets all requirements as stated in Article VI Section 3, 4, 5, and 6. ARTICLE VIII Executive Committee Section 1: Roles and Responsibilities of the Executive Committee Members as a Whole: a. Executive Committee shall consist of the following officers: * Chairperson or Chief Executive Officer (C.E.O.) * One or more Vice-chairs * Secretary * Treasurer * Sub-committee chairs b. Responsibilities Exercise general managerial responsibilities over the work of the Corporation. Develop and implement various programs to provide social benefits to the community based on the policies of the Corporation as stated in the By-Laws. Responsible with the Board of Directors for filling taxes and annual financial reports at the state and federal level. Section 2: Specific Roles and Responsibilities Chairperson (or C.E.O.) a.    The President of the Board of Directors may have a role as C.E.O with two-third (2/3) of the Board approval. Other officers of the Executive Committee may be a member of the Board of Directors or any one in the community qualifies for the position. b.    Responsibilities * Appointed by the Board of Directors, the C.E.O. shall represent the Corporation in dealing with members and organizations within the community    and with City, State, and Federal offices on matters related to finance, social, health, education etc… to fulfill goals and purposes stated in the By-laws and in accordance with Non-Profit Organization of 501c3 set by the IRS. * Implement and perform programs initiated by the Board of Directors. * Recruit outstanding members in the community to be an officer in the Executive Committee with the approval of the Board of Directors. * Correct all mistakes, errors when advised by the Board of Directors. * Submit budget proposal for programs initiated by the Board of Directors. * Transfer power to Vice-chair as an acting C.E.O. with the Board approval when on short or long term leave. * Approve and issue vouchers within limits of annual budget allocated by the Board. Vice Chair.  The Vice-chair shall assist the C.E.O. in the development and implementation of plans, programs, and activities as mentioned above. In the absence of the C.E.O., Vice Chair shall perform all the duties of the C.E.O., and when so acting shall have the powers of, and be subject to all the restrictions on, the C.E.O. Secretary: * Assume responsibility for preparation and distribution of minutes of all meetings of the Board of Directors and the Executive Committee * Keep at the principal office of the Corporation all meeting minutes, legal documents and maintain accurate records of the proceedings of the Board and the Committee. * Distribute meeting notices as requested by the President of the Board or the C.E.O. Treasurer: * Assume responsibility for book keeping and maintenance of all such financial records as may be required by law or by the Corporation. * Keep a full and accurate financial record in such a manner that available to show at anytime upon request the contributions made to the Corporation and the expenditures made by or on behalf of the Board and the Committee. * Shall have custody of and update all legal documents related to all assets and to the process of acquiring of such assets or any other properties of the Corporation. A copy of these records shall be available to the Secretary for record keeping purposes. * Responsible for depositing all contributions, donations, earnings and any other incomes directly to the only financial institution designated by the Board. * Responsible for opening an account for the Corporation at a financial institution designated by the Board and issuing checks only as directed by proper authority such as the President or the C.E.O. * Present financial statement and explain in detailed the current financial status at all regular or special meetings of the Board or the Executive Committee. Sub-committees: * Sub-committees shall be created by the Executive Committee when needs arise to run special projects designed for the Corporation. * Members of the sub-committees shall be assigned by the C.E.O. with the approval of the Board. * All activities, programs under sub-committees shall be dictated by the Executive Committee with the approval of the Board according with rules and regulations in the By-Laws. * Sub-committee can act independently but shall not have any authority to endorse or sign any document on behalf of the Corporation. Section 3: Termination a.    Chief Executive Officer appointed by the Board may be terminated upon resignation or removed by the majority of the Board of Directors. b.    For whatever reason, when the C.E.O. is no longer in office due to resignation or termination, the other officers of the Executive Committee and Sub-committees shall have the option to continue to perform their duties or to resign. If an officer is resigned, he or she shall submit a written resignation to the Vice Chair or the Secretary and the final decision shall be determined by the Board. c.    The C.E.O. can terminate or remove any officers of the Executive Committee or Sub-Committees at his discretion upon notification to the Board. ARTICLE IX Election Organizing Committee Section 1: Roles and Responsibilities Election Organizing Committee shall consist of three (03) to fifteen (15) members  elected by the General Assembly  to prepare the election rules and procedures, to promote and organize the election, and to certify the election result with the cooperation and oversight of the Board To Oversee in accordance to the By-laws. Section 2: The Election Organizing Committee shall establish day, time, and voting places in November of the election year. Section 3: Unofficial Election Result: The Election Organizing Committee shall announce the unofficial election result within 12 hours upon completion of vote counting and certifying. Complaints: The Election Organizing Committee and the Board To Oversee shall together resolve any complaints from all parties and/or individuals within 15 days from the day the unofficial election result announced. Official Election Result: After 15 days with no complaint of any election violations, the Election Organizing Committee and the Board To Oversee shall announce the official election result to the public. Section 4: Power Transfer The Election Organizing Committee and the Board To Oversee assume responsibilities to organize the power transfer ceremony between the outgoing Board of Directors and the elected Board of Directors within 15 days of January of the new term year. The assets to be transferred between the Boards shall consist of tax documents, legal documents, financial records, bank accounts, cash, properties, rental and leasing documents and any other documents belong to the Corporation. The elected Board of Directors shall only responsible for all assets, properties, and tax from the transferred date. ARTICLE X Board of Advisors Section 1: Roles The Board of Advisors shall have unlimited number of members selected from the distinguished members by the Board of Directors. Members of the Board of Directors can be selected from other communities that are not Vietnamese. Section 2: Duties The Board of Advisors advises the Board of Directors on all matters related to organizing, managing, and operating of the Corporation with or without request from the Board in accordance with the laws and by-laws. Advises from the Board of Advisors do not have any binding effect on the Board of Directors. ARTICLE XI Board To Oversee Section 1: Roles The number of members from three (03) to fifteen (15) in the Board To Oversee for each term shall be determined by the General Assembly of the election year. Section 2: Qualifications Candidates for the Board To Oversee shall meet all the requirements stated in Article VII Section 2 (a), (c), and (d) of the by-laws. Section 3: Duties & Authorities Duties: The Board To Oversee shall assume the responsibility to Oversee the executions of the by-laws by the Board or the Executive Committee. Oversee the works of the Election Organizing Committee. Collaborate with the Election Organizing Committee to resolve any election complaints or violations and concur on the election result. Oversee budget spending and financial records of the Board of Directors. Authorities: The Board of Auditor shall have the rights to: Request the Board of Directors to report the current budget and financial status of the Corporation. Review the complaints related to violations of the by-laws by the Board of Directors or the Executive Committee. If the violation is not extreme, the Board To Oversee shall reprimand and propose course of actions to remedy the situation. In the case of serious violations of the by-laws intentionally and consistently in related to the Mission Statement, Purposes (Section 2 and 3 of Article I), Financial Governing Principles (Articles XII, XIII and Section 2 of Article XV); or a written request from two hundred (200) members of the community, the Board To Oversee shall take the appropriate actions as required in the By-laws upon independently verification of the validity of the evidence and as long as the due process is guarantee. In events that might lead to schism within the Corporation, the Board To Oversee shall have the rights to form a Reconciliation Committee which consists of the Corporation Founders, former Presidents, religious leaders, political party leaders, and distinguished members of the community.  The Reconciliation Committee will listen to both sides, review the evidence, hear arguments, and then propose a resolution. The resolution is not binding on parties. If the resolution is not concurred, the Board To Oversee shall convene a Special General Assembly in accordance with the By-laws to finalize the matter. Section 4: Terms The Board To Oversee shall have a three (03) year term which starts and ends as the same time with the Board of Directors starting from January 01 of the first year to December 31 of the last year.  Except the first term, the Board To Oversee shall assume responsibility from the 1st of July 2007 and its term is 3 years and 6 months. ARTICLE XII Receive, Manage, Revenues and Expenditures Section 1: Receive The Corporation shall be entitled to organize fund raising activities, to receive contributions and donations from all levels of US government, from charity organizations, from local communities, and from all individual donors. Within 14 days of receiving the fund, the Board of Directors is required to report and announce through public media any contribution or donation that exceeds fifty thousand dollars ($50,000.00) and the usage of this funding. Section 2: Manage Based on the current financial situation of the Corporation, the C.E.O. shall propose a budget for each year of the three-year term and submit it to the Board for approval. The Board of Directors and the C.E.O. shall use the funding in accordance with contributor’s requirements and provide an accurate record of expenditures upon request from the Board To Oversee, independent auditors as rightly requested by members of the Community, or government auditing agencies. Section 3: The President is the person who has the authority to approve budget of the Corporation. The C.E.O. shall prepare the procedure for receiving and spending money as well as establishing spending limits for the sub-committees with the Board approval. Section 4: Salary & Compensation Members of the Board of Directors, the Board To Oversee, and the Board of Advisors shall not receive any salary or compensation except that a reasonable fee may be paid to the directors for attending regular or special meetings of the Board and for performing a certain duty. Members of the Executive Committee and Sub-Committee may receive salary, compensation, reimbursement as permitted by the Corporation budget in accordance with the restrictions for non-profit organizations. Salary and compensation for entitled members shall be determined by the Executive Committee and approved by the Board in accordance with the requirements specified by the donation organizations. ARTICLE XIII Assets and Managing assets Section 1: Assets Assets of the Corporation shall consist of real estate, properties, investment, cash, legal documents, financial records, administrative documents. Section 2: Managing Assets Except otherwise expressly provided by the Board of Directors or by law, the President shall execute such deeds, mortgages, bonds, contracts, checks, or other instruments with the Secretary or Treasurer’s signature. Unless otherwise stated by the Board, the C.E.O shall, in the name of the Corporation, have the authority to anticipate and make decision on stockholder meeting in which the Corporation is the stock owner. ARTICLE XIV Discipline Action Section 1: Member of the Boards During the term, any member of the Board of Directors, the Board To Oversee, and the Executive Committee violating rules and regulations stated in the By-laws causing serious damage to the Corporation shall be disciplined or removed by the Boards. Section 2: President of the Boards If the President of the Board of Directors (BOD) or the Board To Oversee (BTO) violates rules and regulations of the By-laws, and/or abuses his power to cause serious damage to the community, one-third (1/3) members of the Board of Directors (for the President of BOD) or one-third (1/3) members of the BTO (for the President of BTO) shall have the rights to convene a special meeting with members of both Boards to vote on appropriate disciplinary actions: Censure, Suspend, or Removal. ARTICLE XV Existence and Responsibility Section 1: Existence The Vietnamese Community of Houston and Vicinity shall exist and operate as long as allowed in the application submitted to the State of Texas. Section 2: Responsibility The Board of Directors shall assume the responsibility to fill all tax forms as required by IRS and by the State of Texas to maintain non-profit status. ARTICLE XVI Amendment of By-laws Section 1: Rights to amend Two-third (2/3) of  Board of Directors or Board To Oversee or at least 200 members of the community with signature petition shall have the rights to call for amendment of the By-laws. A Special General Assembly shall convene as stated in Article VI Section 3 of the by-laws to approve the amendment. Section 2: Limitation Any article or clause of the by-laws is subject to amend except Article I and II. Section 3: The special general assembly meeting shall have the power to amend or remove portion or the entire by-laws if two-third (2/3) votes of the quorum present are achieved. RESOLUTION OF THE GENERAL ASSEMBLY 1.    The general assembly meeting on the First of July, 2007 voted unanimous to pass this By-laws with 105 Yes and 0 No. 2.    This By-laws passed by the General Assembly shall be effective immediately and the only legal document of the Corporation. This By-laws shall replace all other By-Laws since 1983 and shall be submitted to the General Secretary office of the State of Texas for record. 3.    In accordance to his duty, the current President of the Vietnamese Community of Houston & Vicinity has to sign and execute this By-Laws.

1 Comment

  • NGUYEN HO

    Aug 23, 2016

    Reply

    Xin vui lòng niêm yết Nội quy bằng tiếng Việt. Cám ơn nhiều.

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