BYLAWS OF CHAMPA CULTURAL PRESERVATION ASSOCIATION OF USA
A California Unincorporation Association
The name of this unincorporation association is Champa Cultural Preservation Association of USA
The principal office for the transaction of the business, affairs, and activities of the association is located at 1766 Homegate Drive, San Jose, Santa Clara County, California. The board of directors (board) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws opposite this section, or this Section may be amended to state the new location.
PURPOSES AND LIMITATIONS
The purpose of this corporation is (1) to unite all ethnic minorities of Champa people who are currently living in the United States and also have a common interest in preserving culture of Champa (2) to preserve, develop, and promulgate culture and art of Champa people (3) and to research, study, and develop its native language.
This association is a nonprofit unincorporated association and is not organized for the private gain of any person. The association is organized and operated exclusively for public and charitable purpose within the meaning of Section 501 © (3) of the Internal Revenue Code.
No substantial part of the activities of this association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the association shall not participate or intervene in any political campaign ( including the publishing or distribution of Statements) on behalf of any candidate for public office.
DEDICATION OF ASSETS
The properties and assets of this association are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of this corporation , on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or officer of this association. On liquidation or dissolution, its assets remaining after payment of , or provision for payment of, all debts and liabilities of this association, shall be distributed and paid over to an organization dedicated to similar public and charitable purposes, provided that the organization continue to be dedicated to the exempt purposes as specified in Internal Revenue Code Section 501 © (3).
Section 1: QUALIFICATION, VOTING RIGHTS
A. Membership in this association shall consist of one class of members. All voting rights and other rights, interests, and privileges of each member shall be equal. Any person dedicated to the purposes of the association, any submit a written application to the board for membership with a fee of ten dollars.
B. Membership dues: Each member must pay an annual membership due of $20.00 from January to March each year. Those members who have paid the required dues, fees, and assessments in accordance to these bylaws and who are not suspended shall be members in good standing. The Secretary shall issue a certificate of membership for each member in good standing.
Section 2: LIABILITY OF MEMBERS
No member of this association shall be personally or otherwise liable for any of the debts, liabilities and or obligations of this association.
Section 3: TERMINATION OF MEMBERSHIP
A membership shall terminate on occurrence of any of the following events: (1) withdrawal or death of the member (2) non payment of dues, fees, or assessments (3) expulsion of the member based on the good faith determination by the board that the member has materially failed to observe the association’s rule of conduct or has acted in a manner prejudicial to the purposes and interests of the association.
MEETINGS OF MEMBERS
A. Place of meetings. Unless designated otherwise by the board in a notice to members, all meetings of the members shall be held at the principal office of the association.
B. Regular meetings. Regular meetings of the members shall be held annually on a date and at a time designated by the board. At this meeting, directors shall be elected and other action may be taken, subject to the provisions of these bylaws.
C. Special meetings. Special meeting from any lawful purposes may be called at any time (1) by the board (2) by the President, or (3) by 50% or more of the members. Requests for special meetings shall specify the general nature of the business proposed to be transacted and shall be submitted to the Vice President for Internal Affairs who shall cause notice to be given promptly. Notice of the meeting shall be given no more than ten days after delivery of the request to the Vice President For Internal Affairs.
D. Quorum. A majority of the members shall constitute a quorum of the members of the transaction of business. If a quorum is initially present at a meeting, the meeting may continue to transact business notwithstanding the withdrawal of members, as long as any action taken is approved by a least a majority of the required quorum for the meeting.
E. Conduct of the Meetings. Meetings of members shall be presided over by the president, or in his or her absence, by the Vice President, or in their absence, by a chair chosen by a majority of the members present. The secretary of the association shall act as secretary of all meetings of members, provided that in his or her absence the presiding officer shall appoint another person to act as secretary of the meeting.
F. Voting. Members in good standing shall be entitled to vote. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Subject to the provisions of the articles of association, every action taken by not less than a majority of the members present at a meeting duly held and at which a quorum is present shall be regarded as an act of the members.
BOARD OF DIRECTORS
Section 1: NUMBER AND QUALIFICATION OF DIRECTORS
The Board of Directors shall consist of at least three but no more than ten directors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.
Section 2: POWERS
A. General Corporate Powers.
Subject to the provisions and limitations of the California Nonprofit Unincorporation association Law and any other applicable laws, and subject to any limitations in the articles of association or bylaws relating ot action requiring approval by the members, the temporal activities, business, and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.
B. Specific Powers.
Without prejudice to the general powers set forth in Section 2, Article VII of these bylaws, but subject to the same limitations, the board shall have the following powers in addition to other powers enumerated in these bylaws:
(a) To select and remove at the pleasure of the board all officers, agents, and employees; to prescribe powers and duties for them as may be consistent with law, the articles of association, and these bylaws; and to require from them security for faithful service.
(b) To conduct, manage, and control the temporal affairs and activities of the association and make such rules and regulations for this purpose, consistent with law, the articles of association; and these bylaws, as they may deem best.© To sue and be sued in its own name.
(d) To borrow money and incur indebtedness on behalf of the association, and cause to be executed and delivered for the association’s purpose, in the association name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
(e) To exercise all other powers conferred by the California Nonprofit Unincorporated Association law, or other applicable laws.
Section 3: ELECTION, RESIGNATION, AND TERM OR OFFICE
Until directors are elected, all initial directors shall be designated by the incorporator
All directors shall be elected at each biannual meeting of the members, to hold office until the next meeting; however, if any such directors are not elected at any annual meeting, they may be elected at any special members’ meeting held for that purpose or by written ballot.
Each such director, including a director elected to fill a vacancy or elected at a special members’ meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
Section 4: VACANCIES ON BOARD
A. Events Causing Vacancies.
A vacancy or vacancies on the board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by board resolution of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony; © removal of a director for fraudulent acts in an action in Susperior Court under Section 9223 of the California Corporation Code; (d) the vote of the members to remove a director, provided that if any provision of the article or bylaws entitles the members of a class or members within an organization unit or geographic grouping, voting as such, to elect one or more directors, those directors may be removed only by vote of the members within an organization unit or geographic grouping, voting as such, to elect one or more directors, those directors may be removed only by vote of the members of that class, unit, or grouping; (e) the increase of the authorized number of directors; or (f) the failure of the members, at any meeting of members at which any director or directors are to be elected , to elect the number of directors to be elected at that meeting.
Except as provided below , any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. No director may resign if the corporation would then be left without a duly elected director or directors.
C. Filling Vacancies.
Except for a vacancy created by removal of a director by the members, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director. The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by directors.
Section 5: DIRECTORS’ MEETINGS.
A. Place of meetings.
Regular or special meetings of the board may be held at any place within or outside California that the board may designate or, if not so designated, meetings shall be held at the association’s principal office. Notwithstanding the above provisions of this section, a regular or special meeting of the board may be held at any place consented to in writing by all board members, either before or after the meeting. If such consents are given, they shall be filed with the minute of the meeting.
B. Regular meetings.
Regular meetings of the board may be held without call or notice at such time and place as the board shall fix from time to time.
C. Special meetings.
Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president, or the secretary or any two directors.
Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; © by telephone, either directly to director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the director’s address or telephone numbers as shown on the records of the association.
Notice of special meetings of the board of directors sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
The majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
E. Waiver of notice.
Notice of a meeting need not be given to any director who either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 6 : ACTION WITHOUT A MEETING
Any action that the board is required for permitted to take may be taken without a meeting. If all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as the unanimous vote of the board of directors. Such consents shall be filed with the minutes of the proceedings of the board.
Section 7: COMPENSATION AND REIMBURSEMENT
Directors shall receive no compensation for their services as directors or as members of any committee.
Section 1: OFFICERS OF THE ASSOCIATION
The officers of the corporation shall be a president, vice president, a secretary, a treasurer, and such additional officers if necessary. The officers shall be chosen by the Board of Directors and each shall serve for a period of three (3) years.
Section 2: REMOVAL, RESIGNATION, VACANCIES.
Without prejudice to any rights of an officer under any contract of employment, any officer may be removed, with cause, by the board or by an officer on whom the board may confer that power of removal.
Any officer may resign at any time by giving written notice to the association. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur.
Section 3: RESPONSIBILITIES OF OFFICERS.
The president shall, subject to the control of the board, be the general manager of the association and shall supervise, direct, and control the business and the officers of the corporation. The president shall preside at all members’ meetings and at all board’s meetings. The president shall have such other powers and duties as the board or the bylaws may prescribe. In addition, the president shall accept, on behalf of corporation, any contribution, gift, bequest, or devise for the corporation and inform same to the Board of Directors.
B. Vice President.
In the absence or disability of the president, the vice president shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice president shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
The secretary shall keep a record of the proceedings of the board and of the members. He/she shall keep the corporate seal and all the minutes of the members’ meetings. He/she also keeps the book of membership names and addresses of the corporation. He/she shall serve all notices required by law or the bylaws of the corporation and in the case of his/her absence, refusal or inability to act, his duties may be performed by any person whom the president may direct.
Treasurer shall be appointed by the president and controlled by the Board of Directors. He/she shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains,losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times.
Additionally, the treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the co rporation’s funds as the board may order, shall render to the president and directors, when requested, and account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
Section 1: RECORDS AND REPORTS.
A. Maintenance of association records. The association shall keep (a) adequate and correct books and records of account; (b) written minutes of the proceedings of its members, board; © a record of each member’s name, address, and class of membership.
B. Members’ inspection rights. Any member of the corporation may inspect and copy the record of the member’s names, addresses, and voting rights at reasonable times, on five business days’ prior written demand to the association for a purpose reasonably related to the member’s interest as a member.
In addition, any member of the association may inspect the accounting books and records and minutes of proceedings of the members, the board on written demand made on the corporation at any reasonable time for a purpose reasonably related to that member’s interest as a member.
C. Maintenance and inspection of Articles and Bylaws. The association shall keep at its principal business in this state, the original or a copy of the article of association and bylaw, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
D. Inspection by directors. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation for a purpose reasonably related to the director’s interests as director.
Section 2: FINANCIAL MANAGEMENT
A. All revenue and expenses of the Association must be proven by receipts.
B. All withdrawals from the Association’s account must be signed by the President and the Treasurer. If the President is not available, the Vice President and the Treasurer shall sign the withdrawal.
C. The President is authorized to spend $200.00 or less each time. It is required the consent of the Vice President, the Secretary, and the Treasurer for the President to spend more than $200.00.
D. All expenditures must be used to preserve culture of Champa people.
Section 3: AMENDMENTS
Bylaws may be adopted, amended, or repealed by approval of the members of the board, except that:
(a). Once members have been admitted, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the members; and
b). Any bylaw provision that requires the vote of a larger proportion of, or all of, the members or the members of any class, unit, or grouping of members, or the vote of a larger proportion of, or all of, the directors than is otherwise required by the California Non-profit unincorporated Association law, shall not be altered, amended, or repealed except by that greater vote.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Champa Cultural Preservation Association of USA, a California nonprofit Unincorporated Association, that the above bylaws, consisting of 12 pages, are the bylaws of this association as adopted by the board of directors on 04/19/1998, and they have not been amended or modified since that date.
Executed on _04/19/1998, at San Jose, California.