LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
1.1 These laws are subject to the certificate of incorporation of The Greater Boston Nepali Community, Inc. ("GBNC"). In these By-laws, references to law, the certificate of incorporation and the By-laws mean the law, the provisions of the certificate of incorporation and the By-laws as from time to time in effect.
2.1 The purpose of the organization is to engage in the following:
--To build, foster and support a cohesive, active and supportive community of Nepalis, Nepali-Americans and Friends of Nepal living in the Greater Boston area (the "GBNC Community").
-- To promote the culture and traditions of Nepal and Nepalis and advance the intellectual, material, physical and social well being of its members.
1. Nepali New Year Festival: The GBNC Community to celebrate the New Year.
2. Dashain: The GBNC Community to celebrate Dashain.
3. Summer Bar-B-Q: Primarily to honor recent graduates from area universities, colleges and schools.
4. GBNC Newsletter: Publish the Bimonthly newsletter.
5. GBNC Directory: Publish a Directory of all members of the GBNC Community.
6. The maintenance and promotion of the GBNC Web Site.
7. To engage in activities to advance the intellectual, material, physical and social well being of its members.
8. OTHER: Other activities, functions and works will be considered and implemented by the GBNC Council (the "Council"), in accordance with the general purpose of GBNC.
GENERAL MEMBERSHIP, OFFICERS AND DIRECTORS
1. Membership in this organization shall be open to all Nepalis, Nepali-Americans, and Friends of Nepal (the "Members") regardless of race, creed, color, sex, sexual orientation, or physical disability.
2. Membership shall be retained until the member moves out of the Greater Boston area.
3. Membership is free.
3.2 COUNCIL MEMBERS
The Council of the group shall consist of the President, Vice President, Secretary, Treasury, and up to 12 GBNC Council Members as maybe be designated by the members. In addition, the Council will pick an Editor for the GBNC Newsletter for a period of one year from within the Council or from the GBNC Community.
Specific Duties of Council Members:
1. The President shall be the chief executive officer of the group and shall have general supervision and control of its activities and programs. He/she will handle all formal correspondence between Members, the Council and Directors of GBNC, and others, and call and run meetings.
2. The Vice President shall assist the President and assume his or her duties when the President is unable to serve or during his/her leave of absence.
3. The Treasurer shall have the general charge of the financial affairs of the group. He or she shall keep accurate records of the activities. The Treasurer will assume the duties of the of the President if and when the President and Vice President are unable to serve or during their leave of absence.
4. The Secretary shall keep a record of all meetings of the group and of all activities and programs. The Secretary will assume the duties of the of the President if and when the President and Vice President and Treasurer are unable to serve or during their leave of absence.
5. All Council Members will assist in the various activities of GBNC. They can also be assigned a specific task or tasks for the period of their membership in the Council or a shorter period.
6. The Newsletter Editor will be responsible for the bi-monthly publication of the GBNC newsletter.
7. The various tasks of maintaning the status of gbnc with state, federal and other agencies will be appropriately assigned at the first meeting of the new council, among council members and directors.
The role of the GBNC Board of Directors (BOD) is to provide support to the Council toward the general purpose and specific activities of GBNC. The BOD will also engage, when necessary, and upon the advice and consent of the Council in the long term strategic planning for GBNC. All ideas and recommendations will be made to the Council which will consider the proposals.
Specific Duties and Rights of Directors:
1. All Directors will attend at least two Council meetings over a one year period.
2. All Directors will have the rights and privileges, including voting rights, same as Council Members, when attending a Council meeting.
3. All Directors will be active within the GBNC Community and in its many functions and programs.
4. A Director or Directors may be called upon or assigned a specific task by the Council for the entire year or a shorter period. He/she may accept or decline the task.
5. The Directors will meet as group at least twice a year. The purpose of the meeting is to evaluate the state of the GBNC Community and the works of the GBNC Council, as a whole and not any one or more member of the Council, and draw a list of proposals for the Council to consider.
6. The Directors will in the event of a voluntary or involuntary dissolution of the entire Council take up the responsibility of maintaining the General and Specific Purpose of GBNC along with GBNC's legal and tax obligations, until a new council is elected at the next Dashain Party.
7. Individual Directors, who are U.S. citizens or legal AND PERMANENT residents, will assume and fulfill duties and responsibilities in the maintenance of GBNC, that are required by the laws of the Commonwealth of Massachusetts and other appropriate Federal and State Agencies, if and when necessary as required by the applicable laws.
8. THE BOD WILL ACTIVELY ASSIST IN THE SEARCH AND CREATION OF THE NEW COUNCIL.
No initiative will be acted upon or program undertaken by an Director or Directors on behalf of GBNC Council without the approval of the Council in accordance with its procedures, unless otherwise stated in these By-laws.
ELECTIONS AND APPOINTMENTS
1. Officers to the COUNCIL shall be elected annually by the members of the GBNC community.
2. Elections will be held in the month of October during the Dashain party. The term of the office shall start on the day following the Dashain Party of October and terminate on the day of the Dashain Party of October of the following year.
3. Any Member of the group may be nominated for election. Any Member can propose a name for any post and it has to be seconded by another Member. Any one person cannot nominate and/or second more than one time during a single election. In the election of the President, Vice-President, Treasurer or Secretary more than one member can be nominated and seconded to the posts. If this occurs, there will be referendum among the competing candidates, by a show of hands among all members of the GBNC Community present at the Dashain Party. Nominated, seconded, and in the occurrence of a referendum, the winning candidate, shall be required to accept the post.
4. Election to the posts of President, Vice President, Treasurer and Secretary will require that the candidate have one or more years of experience in the Council. The Council, for compelling reason(s), can waive this requirement prior to the elections.
5. Members can also select an absent member for any post if he/she has agreed to stand for the post prior to the elections.
6. A veteran member of the GBNC Community is chosen as an Election Commissioner to conduct the election. He/she will enlist additional persons to assist in the election.
7. Directors: The newly elected Council will SELECT, AFTER CAREFUL CONSIDERATION AND DELIBERATION a group of persons from the GBNC Community to be Directors of GBNC. The maximum number of Directors shall be 12 and the minimum number of Directors will be 7. The BOD will be chosen by the newly elected Council for a period of one year. The Council will generally choose persons to be Director who are established in the GBNC Community and those persons who are likely to be in the Greater Boston area for a period of more than two years from the time of appointment.
8. THE BOD WILL NOMINATE NEW MEMBERS TO THE BOD ON A YEARLY BASIS WHICH THE COUNCIL HAS TO APPROVE. A DIRECTOR'S TERM OF OFFICE WILL AUTOMATICALLY BE RENEWED AFTER ONE YEAR. HE/SHE WILL BE ALLOWED TO LEAVE AFTER THE FIRST YEAR. AFTER SERVING FOR TWO YEARS, EACH DIRECTOR WILL HAVE TO BE RE-NOMINATED AND RE-CONFIRMED BY THE COUNCIL. IF A DIRECTOR RESIGNS MIDSTREAM THE BOD AND COUNCIL WILL DECIDE WHETHER THERE IS A NEED TO REPLACE THE RESIGNING DIRECTOR.
MANNER OF OPERATION
OPERATIONAL RULES AND PROCEDURES
1. Meetings: Except as otherwise provided by law, a written or verbal notice of each meeting of the GBNC Council stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than three days or 36 hours to each Council Member and Director. Such notice of a meeting will be given by the President or Secretary. The Meeting will be conducted by the President and the Secretary shall take the minutes.
2. All COUNCIL meetings shall be conducted in open public session, at such hours and in such locations, so as to facilitate attendance by interested persons.
3. Quorum: At any meeting of the GBNC Council a Quorum as to any matter shall consist of the majority of Council Members except where a larger quorum is required by law, by the certificate of incorporation or these By-laws. Directors present at the meetings will be eligible to vote on any matter but their count will not add or subtract from the necessary Quorum. There will be no proxy voting.
4. Action by Vote: All issues before the Council will be decided by vote of the Council, the Quorum being present, AND ATTENDING DIRECTORS. The vote shall be preceded by an airing of the issues by all Council Members and Directors present.
5. Action without meetings: The President will have the right to act upon issues that arise and cannot wait for the next Council meeting. At the minimum the President will have to consult with the Vice President, the Treasurer and the Secretary. The entire Council will be notified of the issue, and action taken, within the next two days or forty-eight hours. THE COUNCIL MAY ENDORSE OR REJECT SUCH ACTIONS. IN CASE OF REJECTION, THE PRESIDENT AND OTHER EXECUTIVES INVOLVED WILL CEASE ALL ACTION INITIATED.
6. Attendance: Council Members cannot miss more than three meetings of the Council unless their absence is excused by the President prior to the meetings. More than three unexcused absences will result in an automatic dismissal without vote of the council.
7. GBNC MASS MAILING (VIA REGULAR MAIL AND E-MAIL) ARE FOR EXCLUSIVE OFFICIAL USE, PRIMARILY FOR INFORMATIVE PURPOSES.
RESIGNATIONS, VACANCIES AND REMOVALS
Any member of the Council or an Director may resign from their post, with a two week prior notice, in writing to the President. The Council will fill the resigned post from within the Council. If more than one Council Member seeks the vacant post, there will be a vote of the GBNC Council. If the vacant post cannot be filled from within Council, the Council shall seek to fill the post from the General Membership.
If any Council Member or Director is not fulfilling his/her responsibilities, the Council can vote to suspend or remove him/her from the post. Any Council Member or Director can bring forth a motion of suspension or removal to a Council meeting if He/she can back up the motion with supportive evidence. The Council cannot vote for a dismissal without first voting for a suspension, followed by a one month probationary period. After the one month probationary period, the Council can vote to fully re-instate or dismiss the Council Member or Director. Votes to suspend, re-instate or dismiss require a three-fourth majority, and three-fourth of the Council Members to be present.
These By-laws may be adopted, amended or repealed by a two-third vote of the majority of Council Members and Directors, with more than two-third of the Council Members and Directors, then in office, present. Any by-law, whether adopted, amended or repealed by the Council Members and Directors, may be amended or re-instated by the Council Members and Directors. Any proposed by-law amendments shall be circulated to the Executive Committee and the Board of Directors no fewer than thirty (30) days prior to a meeting of the Board of Directors.
The seal of the corporation shall be in the form of a circle inscribed with the name of the corporation, the year of its incorporation and the word "Massachusetts". When authorized by the Council and to the extent not prohibited by law, a facsimile of the corporate seal may be affixed or reproduced.
Except as otherwise provided by law, the Articles of Organization or these By-laws, the business of the corporation shall be managed by the Council who may exercise all of the powers of the corporation. Any action or vote required or permitted by Chapter 180 of the General Laws of Massachusetts to be taken by executive members of the corporation organized under said Chapter 180 shall be taken by action or vote of the same percentage of the Executive Members of the corporation.
The Annual Meeting of the Executive Committee and the Board of Directors shall be held in ______, at which time the President shall report on affairs of the corporation. The Nominating Committee shall present a slate of nominations for the positions of Directors. An election shall take place at this meeting for these positions.
No Executive Member or Director shall be entitled to receive any salary or other compensation for serving as a Executive Member or Director, but nothing herein shall be construed to prevent a Director from receiving reasonable compensation from the corporation for services rendered in any other capacity. The Executive Committee shall hire and fix the compensation of any and all employees that they in their discretion may determine to be necessary or appropriate in the conduct of the business of the corporation, and may delegate such authority to the officers and/or the President of the corporation.
EXECUTION OF INSTRUMENTS
Except as otherwise provided in these By-laws or as the COUNCIL may generally or in particular cases authorize the execution thereof in some other manner, all instruments, documents, deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the President, the Treasurer, or the Secretary. Facsimile signatures may be used in the manner and to the extent authorized generally or in particular cases by the Council.
The original, or attested copies, of the Articles of Organization, By-laws, and records of all meetings of incorporators THE COUNCIL and Directors shall be kept in the Commonwealth of Massachusetts at the principal office of the corporation or at an office of its Secretary or its resident agent. The copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any Director for any proper purpose. They shall not be available for inspection to secure information for the purpose of selling such list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a Director, relative to the affairs of the corporation.
The fiscal year of the corporation shall be the twelve months ending December 31 of each year.