By-Laws

General Assembly

Section 1. General Assembly

The General Assembly shall be a group of people who are members of the organization. Decisions of the organization shall be made by the majority of the vote cast during the meeting. The presence of fifty-one percent of the members shall be mandatory for the first meeting. However, if fifty-one percent of the members do not attend the first meeting, a second meeting shall be called and that shall be considered as the General Assembly Meeting irrespective of the number of members present.

Section 2. General Assembly Meeting

The General Secretary of the organization shall inform, on the direction of the President, all its members regarding the upcoming General Assembly Meeting thirty days prior to the meeting date. For any other meetings/events of general interest, a minimum of seven days will be given to all the members of the organization.

Section 3. Functions of the General Assembly

The General Assembly shall hold meetings at least once a year. However, General Assembly shall hold elections for the officers of the Board of Directors once every two years. General Assembly shall also pass the major bills.

The General Secretary shall present a yearly report and future functional report to the General Assembly. The Treasurer shall present a financial report for the current year and the tentative budget for the upcoming year. The General Assembly shall hear and give necessary suggestions to the Board of Directors about programs and financial reports.

By a two-third-majority, General Assembly has the right to change any articles, and sections of the GBNC by-laws as necessary. However, if one-third of the general members with their signed written petition request the President and/or the Board of Directors, the General Assembly Meeting could be held anytime within six months of the date of request.

Board of Directors and Officers

Section 1. Number and Terms

There shall be a Board of Directors and Officers (hereinafter called “the Board”) to formulate and implement the objectives of the organization. The number of members of the Board shall be 24 to 29 (an odd number) people as required by the GBNC. Each member of the Board shall serve two years and is eligible to be re-elected unless decided otherwise due to the reasons as per Article VI of these by-laws. A one-year continuous membership and two years serving on a board of directors shall be required for the post of President and all the executive positions.

Presidency Term Limits:

• Previously, the presidency was limited to one two-year term.
• Now, the presidency is limited to two totaling four-year terms through election.
• This rule applies to all past and future presidents.

Eligibility to the Executive Member:

Anyone wishing to run for an executive position in GBNC cannot hold any executive position in another registered non profit organization.

Section 2. Officers

President 1

Senior Vice President 1

Vice President 2*

Women Vice President 1*

General Secretary 1

Secretary 1

Treasurer 1

Assistant Treasurer 1

Board Members -24 (by-election)

Board Members- 4 to 5 (shall be elected by the president from different communities and social sectors of the Nepalese community. Those members who have been appointed by the President shall have the same powers as elected Board members. The selected Board Members shall be endorsed by a simple majority of the Board by their first meeting.

Section 3. Duties and Power

a. President:

The president shall be the leader of the organization who presides over every meeting of the GBNC Board as well as the General Assembly. He/she shall be responsible for the programs and policies of GBNC, decided by the Board and General Assembly. He/she shall be the general spokesman for GBNC and shall supervise every action of the GBNC. He/she shall be the one to cast the deciding vote in case of a tie and also accept, reject, or hold the resignation tendered by the members of the Organization.

(b). Vice Presidents: *

There shall be a vacancy for four vice presidents including a women vice president. The first vice president shall be called Senior Vice President. There shall be a vacancy for another vice president called Vice President. In the case of four vice presidents, the first or Senior Vice President shall be called Senior Vice President, and also the second, third, and four vice presidents shall be called Vice Presidents.

i. Senior Vice President:

The Senior Vice President shall help the President in all of his duties. In the absence, incapacity, or termination of the term of the president, he/she shall become the acting president with all responsibilities and powers of the president.

ii. Vice Presidents:

The Vice President shall help the Senior Vice President in all of his duties. In the absence, incapacity, or termination of the term of the Senior Vice President, he/she shall become the acting Senior Vice President with all responsibilities and powers of the Senior Vice President.

c. General Secretary:

The General Secretary will be responsible to disseminate the messages and any other relevant issues made by the Board as well as the General Assembly to all its members. He/she shall be responsible for keeping every record of the GBNC, keeping minutes of the Board and the General Assembly meetings. He/she shall be responsible for preparing correspondence as decided by the Board on the direction of the President. He/she shall also be responsible for filing the names of Directors with the office of the Secretary of State of MA.

d. Secretary:

Secretary shall help the G. Secretary in all of his duties. In the absence, incapacity, or termination of the term of the G secretary, he/she shall become the acting G. secretary with all responsibilities and powers of the G secretary.

e. Treasurer:

The Treasurer shall be responsible for all monetary concerns of the organization. He/she shall manage the accounts of the organization with accurate receipts for income and expenditures. He/she shall keep records of the assets and liabilities of the organization. He/she shall be responsible for the yearly income and expenditure estimates and the approval of the relevant budget from the General Assembly. He/she shall give the pertinent income and expenditure reports to the General Assembly. In the Secretary’s absence, the Treasurer shall act as the Secretary.

f. Assistant Treasurer:

The Assistant Treasurer shall help the Treasurer in all of his duties. In the absence, incapacity or termination of the term of the Treasurer, he/she shall become the acting Treasurer with all responsibilities and powers of the Treasurer.

g. Board Members:

The Board Members along with other members of the Board shall be the decision makers by their voting power for the organization’s policies and programs in the Board meetings. He/she shall carry out any responsibility given by the Board.

Section 6. Eligibility to the Board of Directors:

All the GBNC members who are residents of the State of MA with no criminal record shall be eligible for candidacy. The office of the president requires two years of continuous membership in the organization. He/she must be at least 21 years old with sound health and is active in the GBNC’s activities/programs.

Resignation, Disciplinary Action, Disciplinary Committee, Vacancies, Compensation, and committee

Section 1. Resignations

Any General Member or officer of the Board may resign from their post by giving written notice to the president. The president shall present the resignation(s) to the subsequent Board meeting and get his decisions endorsed. The Board may request the member to withdraw his/her resignation. The resignation of the president shall be presented to the Board.

Section 2. Disciplinary Actions and Expulsion

If any General Member or the officer of the Board is acting against the interests of the organization, is misusing the funds of the organization, or is found to be involved in criminal activity, he/she will be subject to disciplinary action.

In case the Board finds any member acting against the interests of the organization, it will send them a letter of warning requesting termination of such action. After receipt of a warning letter, if the alleged member/officer does not terminate their actions, the Board shall appoint a disciplinary tribunal for a full investigation into the case. The Board shall act accordingly.

A member who has misused the organization’s funds is required to reimburse the organization.

If any board member misses attending 50% of the scheduled meeting (2 out of 4 mandatory meetings per year) without prior information or valid reasons, such a board member shall be automatically expelled from being a board member.

Section 3. Disciplinary Committee

The Board shall appoint a minimum of three individuals from among its assembly members irrespective of their membership category to investigate the misbehavior of any members.

Section 4. Vacancies

If there is a vacancy in the Board for a post other than President, the Board shall fill the vacancy from General Members for the remaining period by nomination from the President, if President approves his/her resignation. For the President, the Vice President shall function as the Acting President for the remainder of the term. The next General Assembly meeting should approve such a case. If the Vice President is not approved for the President then the General Assembly shall elect a new president for the remainder of the term.

Section 5. Compensation

General members or the officers of the Board shall not receive any salary or compensation for their services to the organization. However, if required, the board meeting may hire any consultant or expert to fulfill its objectives. Hired consultants may not be from board members but can be from assembly members.

Section 5. Committees and Subcommittees

GBNC board meetings may form several committees and subcommittees to fulfill the GBNC’s objectives.

a. Media Director:

By the first meeting of the Board, Board shall elect a Media Director among the Board Members for the period of 2 (two) years. He/she shall work on receiving information related to and/or helpful to the objectives of the GBNC. The Media Director shall work on releasing the information to the public as directed by the Board.

b. Publication Officer

By the first meeting of the Board, Board shall elect a Publication Officer among the Board Members for the period of 2 (two) years. The Publication Officer shall keep the record and document as and when required. The Publication Officer shall work towards the book, booklets, and memories of the GBNC published by GBNC. The Publication Officer shall coordinate with Media Director to fulfill the GBNC objectives.

The meeting, Place, Access to Meeting, Quorum, and Voting

Section 1. Board Meetings

The Board will hold meetings at least 4 times a year. The Board can decide if any other meetings are necessary.

Section 2. Meeting Place

The Board shall choose the venue for both the Board as well as General Assembly meetings. The secretary shall inform all the concerned parties two weeks prior to the Board and one month prior to the General Assembly meeting. In the case of an emergency, the president can decide the venue of the Board meeting.

Section 3. Quorum

The Quorum for the General Assembly meeting is fifty-one percent of registered General members. A quorum for the Board meeting is fifty-one percent of the Board members. Decisions about the programs, policies, activities, and annual and financial reports can be decided by a simple majority. However, any amendment to the by-laws shall require a two-thirds majority of the General Assembly meeting.

However, board or assembly meeting does not meet the necessary quorum in the first called meeting, the board shall call another meeting as soon as possible within a 30 (thirty)days period. The second meeting of the Board or General Assembly shall satisfy the quorum by the board members or assembly members as much as they present at the meeting. There shall not be any problem to make decisions to go further.

Section 4. Voting

For the General Assembly meeting, every member shall have one vote. A member who is at least 18 years old and has paid yearly membership dues can vote in Election. The officers of the Board will have voting power in the Board meetings. Observers, invitees, and advisors (if there are any) shall not have voting power irrespective of the type of meeting.

Section 5 Access to Meetings

All General Members who are interested in attending the Board meetings shall be eligible for the meeting. However, they don’t have any voting power in the Board decisions.

General Election

The General Election, through its Assembly Meeting, will be held every two years. Any officer of the Board may be re-elected, but the president shall not be re-elected more than one term consecutively, however, he/she may come back for one more term. The New Elected Board shall take a place starting right after the day of the GBNC convention of the same year. Until the date of the convention, the board members and committee shall remain the same.

Section 1. Date and Time

All the members shall be notified one month prior to the General Assembly meeting.

Section 2. Election Committee

The Board shall appoint 3 (three) to 5 (five) (an odd number)-members Election Committee from the General Members to organize and hold the election in a free, fair, and impartial manner. A candidate for the current election shall not be eligible to be a member of the Election Committee. The Election Committee shall automatically be dismissed once the new Board is formed.

Section 3. Nomination

Election Committee shall inform all its members about the election procedures and seek nominations two weeks prior to the election date. There shall be a nomination fee for (one time) nonrefundable purpose to each interested candidate. After the election committee holds the election the nomination fees shall be deposited to the GBNC bank account. However, the election expenses shall be applied to the nomination fees.

The nomination fees for candidates will be as follows:
– President: From: $500
– Executive: From: $300
– Board Members: $100

Note: If a candidate withdraws their name from nomination, the fee will not be refunded and will instead be considered a donation to GBNC.

Section 4. Election Procedure

If there is only one candidate for a position, the candidate shall be automatically elected and no election shall be held for the position. The election shall be held in a closed room and kept secret by using the ballot box, one-member, one-vote policy. Candidates will be considered elected by at least one vote more than the nearest rival candidate. If the final candidates have an equal number of votes then a drawing shall decide the candidate. The Election Committee shall conduct the drawing.

Membership

Section 1. Classification

a. Honorary Member

Honorary membership shall be given to distinguished individuals deemed appropriate and decided by the majority of the Board.

b. General Member

Membership shall be open to all Nepalese, Nepalese origin, Nepalese-American and their spouse and family those who love Nepalese culture regardless of race, creed, color, sex, sexual orientation, or physical disability. Membership shall be retained until the member and or family moves out of the Massachusetts area and pays subsequent dues.

Section 2. Membership Fee

Registration Fee: One-time Registration & membership fees shall be as follows:

a. General member $21.00 (Voting power)

b. Life Membership $150.00 (one time only in a lifetime)

Section 3. Benefits, rights, and Responsibilities of General Members

General Members shall have the right to vote and run for election of GBNC officers of the GBNC Board. They shall get discounted fees for various GBNC activities and will receive advance notice of all such activities. They shall also have the right to bring the notice of relevant issues and activities to the Board, its members, or the General Assembly.

Section 4. Enrollment Period

The enrollment time for membership shall be “Last day or at the day of Convention each year (shall fall around September or October or November, subject to check with Nepalese calendar and Deshain Festival), every English calendar year”. If a current member does not submit his/her membership due before the last day or on the day of the Convention, membership shall automatically expire. Membership renewed after the last day or on the day of the convention shall not be eligible for general assembly voting for that year.

Advisory committees

(a) Past Presidents’ Advisory Board

The president shall also appoint several numbers or as required by the board members, a group of advisors among Past Presidents. Past President’s Advisory Board (PPAB) which shall fulfill GBNC objectives from their experience. The immediate past president shall chair the PPAB (past president Advisory Board). PPAB shall not act like a board member but they shall act like a general assembly member or as an advisor as Article X. PPAB shall have no voting right of any kind. PPAB shall come to the Board meeting at any time but PPAB shall meet once a year and GBNC Board shall call for a meeting at least once a year.

(b) Advisory Committee

The president shall appoint an Advisory Committee comprising a minimum of three members with the approval of the Board. The Advisory Committee shall consist of distinguished individuals who are making valuable contributions to the organization, a representative from women’s social workers, a representative from other organizations within Massachusetts, and a representative from a different cultural group in Nepal. Advisory Committee has no voting power in any kind of GBNC Board decisions and meetings. The Advisory Committee shall act when they are asked by the GBNC Board. General Board shall meet with Advisory Committee at least once per year.

Fiscal Year

The fiscal year of the GBNC shall be from the 1st of November of one year to the 30th of October of next year.

Publication

When the organization needs a publication, the Board shall form a Publication Committee under the chairmanship of the Publication Officer. A quarterly bulletin of 3-5 pages can also be published, both online and on paper.

Source of Financial Support

The source of financial support for the organization shall be membership fees, donations, fundraising programs, and other activities. The Board shall determine the fees for different activities. All income shall be deposited in the bank and expenses must be made by bank transactions such as checks. Proof of receipt shall be provided by the conducting of the expenditure for any kind of expenses or income made on behalf of the GBNC.

Expenses, Auditing, and Access to Accounts

Section 1. Expenses

No one shall make expenses from GBNC income without the approval of the Board. In an emergency, an authorized person (section 2 of this article) shall withdraw money equal to $500 (five hundred only) at the maximum twice per year. But such expenses shall be endorsed by the next Board meeting. The receipt or proof of expenses must be available for every transaction. In case endorsement is not provided, the concerned person shall take responsibility for the expenses incurred for whatsoever purposes. However, the incumbent president has a right to withdraw $300 (three hundred only)

emergency help fund twice on his/her term without approval of the board but such expenses should be defined as socially related helps or donations.

Section 2. Authorized Signature

All bank transactions have to be performed by the authorized person indicated by this section. The treasurer along with another officer of the Board shall conduct transactions. Two authorized signatures from the Board shall approve all other expenses.

The authorized officers of the Board shall be Treasurer, President, Vice President, and General Secretary.

The Priority order of the two authorized shall be as follows:

Treasurer and President

Treasurer and Vice-president

Treasurer and General Secretary

Section 3. Auditing

The book of the financial accounts of GBNC shall be reviewed on regular basis and audited annually by a 3 members subcommittee established by the Board. The subcommittee will submit its report to the Board. The Board shall present such a report to the General Assembly and get it approved by a simple majority.

Section 4. Access to Accounts

Any member of the organization during the General assembly period can ask about accounts and the financial position of the organization, but he/she does not have the power to change the accounts. However, if twenty-five percent of the general members believe there has been an improper use of the Organization Funds by any of its members, they shall make a written request to the Board at any time for a complete investigation. The Board then shall form a three to five (an odd number) member committee to investigate the case within two months of the written request. Their report shall first be discussed and endorsed by the Board for which final approval has to be made by a simple majority of the Assembly.

Amendment of by-laws

All or any articles and/or sections may be altered, amended, or replaced by a two-thirds majority of the General Assembly Meeting. If the Board feels a change in the by-laws is necessary, it shall appoint a three to Five (an odd number) member by-laws Review Committee. Such a committee shall first present its report to the Board, which shall then be approved by a two-thirds majority of the General Assembly Meeting.

Severability

If any provision of these by-laws is found in violation of any superseding law or authority, they shall be amended.

Not-Profit Status

The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code. No substantial part of the activities of the organization shall participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Dissolution

The property of this corporation is irrevocably dedicated to the purposes mentioned in Article II. No part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private individual, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. Upon the dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, 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 under Section 501(c)(3) of Internal Revenue Code.