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Chinese Culture and Community Service Center, Inc.
Approved by the Board of Director on March 23, 2010
Article I – NAME AND PURPOSE
1.1 Name: The name of this organization is Chinese Culture and Community Service Center, Inc., abbreviated as CCACC (hereafter referred to as “the Center”).
1.2 Purpose: The Center is a non-profit, non-political, and non-religious organization for the purpose of serving the Chinese American community in the greater Washington, DC metropolitan area.
1.3 Vision: The Vision of the Center is: “A vibrant organization serving, strengthening, and celebrating Chinese American community.”
1.4 Mission: The Missions of the Center are to:
· Enhance the quality of life and well-being of Chinese Americans and the community-at-large;
· Promote the awareness of Chinese culture and appreciation of cultural diversity;
· Facilitate assimilation of Chinese immigrants into American society; and
· Advance coalitions in community development and building.
Article II – OFFICES
2.1 Location; The principal office of the Center shall be located within the Montgomery County of Maryland, at such place as the Board of Directors (as defined in Article-V below) shall from time to time designate. The Center may maintain additional offices within the greater Washington, DC metropolitan area at such other places as the Board of Directors may designate. The Center shall continuously maintain within the Montgomery County of Maryland a registered office at such place as may be designated by the Board of Directors.
Article III – MEMBERSHIP
3.1 The Center is a membership organization. Application for membership shall be open to any individuals that support the purpose statement in Article I, and continuing membership is contingent upon being up-to-date on membership dues. There are two categories of membership: voting and non-voting. Voting membership for matters concerning the overall policy and direction of the Center shall consist of the Board of Directors (as defined in Article V below). Non-voting members shall receive all the benefits as offered by the Center and can be elected to serve on the Board, the Committees (as defined in Article-VI below), or the Executive Branch (as defined in Article-VII below).
3.2 Membership dues and activity registration fees shall be established by the Executive Branch. Dues and fees shall be reviewed annually and adjusted as appropriate by the Executive Branch in accordance with anticipated expenditures of the Center for the upcoming fiscal year.
3.3 The Center shall not discriminate against any person on the basis of age, race, gender, religion, disability, national origin, or sexual orientation.
Article IV – REGULATIONS
4.1 members are required to sign a waiver as stated on the membership application form.
4.2 No part of the net earning of the Center shall inure to the benefit of or be distributed to its members, Directors of the Board, members of individual Committees or Advisory Council (as defined in Article-VI below), officers of the Executive Branch, or any other individuals except those that the Board of Directors authorizes and empowers to pay reasonable compensation for service rendered, and to make payments or distributions in furtherance of the Missions set forth in Article II.
4.3 The Center shall conduct business with high ethical standard and in full compliance with all local and federal laws, rules, and regulations including Internal Revenue code of 1986, Section 501(c)(3), as amended.
4.4 No substantial part of the Center activities shall carry on political propaganda or otherwise attempt to influence legislation. The Center shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for the public office.
4.5 Upon the dissolution of the Center, the Board of Directors shall, after paying off or making provision for the payment of all the liabilities of the Center, dispose all the remaining assets to a tax-exempt organization or organizations qualified under Internal Revenue Code of 1986, Section 501(c)(3), as amended.
4.6 The Directors of the Board and Officers of the Executive Branch shall return all Center properties within thirty (30) days after the end of their terms.
4.7 Conflict of Interest: Any member of the Board of Directors, Committees, Advisory Council, or the Executive Branch who has or may have a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter of the Center of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board of Directors to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item. Failure to reasonably disclose a potential conflict of interest or other violation of this policy may result in immediate dismissal from the Board, Committees, Advisory Council, or Executive Branch.
Article V – BOARD OF DIRECTORS (also known as the “Board”)
5.1 Board Rules
- The Board is the governing body of the Center and is responsible for overall policy and direction of the Center. Responsibility of day-to-day operations shall be delegated by the Board to the Executive Branch.
- Directors of the Board shall act only as a Board; Individual Board members shall have no power independent of the Board.
- All Directors of the Board are volunteers and shall not be compensated.
5.2 Board Compositions and Selection
- The first Board of the Center shall consist of those persons named in the Article of the Incorporations. Such persons shall hold office until the first annual election of Directors.
- The Board shall consist of eleven (11) to fifteen (15) directors.
- Individual Board members shall serve a term of two years and shall not serve more than three consecutive terms.
- Officers of the Board consist of the Chairperson, the Vice Chairperson, the Secretary, and the Treasurer. They shall be elected by the New Board at the Annual Board Meeting (as defined below).
- Appointment of Directors of the Board for a new two-year term shall in the alternate year of the appointment of the Director of the Executive Branch (hereafter referred to as “Executive Director”) and other Executive officers who also serve a two-year term. Any substitute Board member elected during a two-year term of the Board shall serve up to the remaining term.
- During the last quarter of the fiscal year of the two-year term, the Board shall elect Directors to replace those whose terms will expire at the end of the two-year term. The election shall take place during the Annual Board Meeting.
- New Board Members shall be elected by a majority of existing Directors present at a Board meeting from a list of candidates recommended by the Nominating Committee. The election meeting shall have a quorum consist of at least fifty percent (50%) of existing Board members. The Nominating Committee shall be appointed by the existing Board with members consist of both Board and non-Board members.
- A Board member may be removed from the Board by two-third of the attending Directors at a Board meeting provided that a proposal to remove a Board member has been co-signed by at least fifty percent (50%) of all Board members.
- A Board member may resign only by submitting a written resignation to the Chairperson or to other Board members, if the resigning Board member is the Chairperson.
5.3 Board Responsibilities
- To meet at least quarterly;
- To propose and approve revisions of Missions and By-laws as appropriate;
- To determine general policies and directions;
- To appoint or hire the Executive Director;
- To work with the Executive Director to determine the organization of the Executive Branch and the personnel of other Executive Branch Officers:
- To review, approve, and monitor the budget and plans submitted by the Executive Director;
- To conduct fund raising activities;
- To remove the Executive Director with two-third of the attending Directors at Board meeting provided that a proposal to remove the Executive Director has been co-signed by at least fifty (50%) of all Board members.
5.4 Board Meetings
- Annual Board Meeting: The annual Board meeting shall be held during the last quarter of the fiscal year.
- Regular Board Meetings: Regular meetings of the Board shall be held at least quarterly and may be scheduled more often by the Chairperson.
- Special Meeting: Special meetings of the Board shall be held at any time and at any place when called by the Chairperson or by at least three Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.
- Notice of Meetings: Notice of regular Board meetings, including the annual meeting, shall be in writing and delivered to all Board members at least 10 days but no more than 30 days before the date of the meeting. Notices of special meetings shall state that it is a special meeting being called and shall be given to all Board members either orally or in writing at least 48 hours prior to the meeting time. Failure of any member to receive notice of a regular or a special Board meeting shall not invalidate any actions taken by the Board members at such a meeting.
- Quorum: A quorum shall consist of fifty percent (50%) of the serving Directors present in person. Participating by conference call is considered as attending in person. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
- Voting: Except as otherwise provided in the Bylaws, each Board member shall be entitled to only one (1) vote upon each matter submitted to a vote at a Board meeting. All questions shall be decided by a vote of a majority of the members voting in person or by e-mail, and there shall be no proxy voting.
- Minutes: At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. In the event the Secretary is unavailable, the Chairperson shall appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to act as Secretary, shall prepare minutes of the meetings which shall be reviewed by the Board and to be placed in the minutes book of the Center.
- Action without Meeting: Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.
- Each Board member is expected to communicate with the Chairperson in advance of all Board meetings stating whether or not he/she is able to attend or participate by conference telephone or other agreed upon means of communication. Any Board member who is absent from three consecutive regular Board meetings shall be deemed to be removed or resigned for non-participation, and he/her position shall be declared vacant, unless the Board affirmatively voted to retain that Director as a member of the Board.
- For major agenda (e.g. removing a Board member or the Executive Director, approving By-laws revision), the attending (or balloting) of two-third (2/3) of Board members and two-third (2/3) of those valid ballots are required for approval.
- The current Robert’s Rules of Order shall govern the proceedings of Board meeting.
5.5 Board Officers’ Responsibilities
- The Chairperson shall
1) Ensure the effective action of the Board in governing and supporting the Center, and overseeing Board affairs,
2) Represent the Center in interpreting Center policies,
3) Provide guidance to the Executive Director,
4) Optimize the relationship between the Board and the Executive Branch,
5) Develop Board meeting agenda in consultation with the Executive Director, and preside at all Board meetings as appropriate,
6) Authorize and delegate any needed committees, and ensure assignments are accomplished,
7) Chair the Executive Committee,
8) Serve as an ad hoc member of all Board committees.
- The Vice Chairperson shall
1) Assist the Chairperson in carrying out the Center functions as assigned,
2) Act as the Chairperson in the event of the absence or incapacity of the Chairperson, either at the request of the Chairperson or by the consent of the Board,
3) Serve as a member of the Executive Committee and chair it in the absence of the Chairperson.
- The Secretary shall
1) Be in charge of the Center seal,
2) Keep official records of the Board, proceedings of all Board meetings, and records of Executive Committee meetings,
3) Serve as a member of the Executive Committee.
- The Treasurer shall
1) Oversee all financial operations of the Center, and sign finance-related documents on behalf of the Board,
2) Support the Comptroller and Financial/Audit committee in developing and implementing financial systems and procedures,
3) Provide periodical reports to the Board on key financial events, trends, concerns, and assessment of fiscal health,
4) Work with auditors on all audits,
5) Ensure sound fiscal management and optimization of cash and investments,
6) Serves as Chairperson of the Finance/Audit Committee,
7) Serves as a member of the Executive Committee.
Article VI – COMMITTEES AND ADVISORY COUNCIL
6.1 Committees of Directors: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board of Directors in the governance of the Center. However, no committee shall have the authority of amend or repeal Bylaws, elect or remove any officer or directors, adopt a plan of merger, or authorize the voluntary dissolution of the Center.
6.2 Standing Committees; The Board shall maintain the following three standing committees: Executive Committee, Finance/Audit Committee, and Nominating Committee.
- Executive Committee: This committee shall be responsible for conducting Board affairs in the intervals between meetings, dealing with matters of urgency that may arise between Board meetings, and coordinating the annual performance review of the Executive Director. The membership of which shall be the Directors of the Board.
- Finance/Audit committee: This committee shall be responsible for ensuring that the Center’s financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place and that the Center is in good financial health. It shall also develop long-range fiscal plans, procure and review any and all external audits, as well as
and review and recommend an annual operating budget to the Board. The Finance/Audit Committee, comprised of at least two (2) Board members along with non-Board members as appropriate, shall be appointed by the Board. The Treasurer of the Board shall be the Chairperson.
- Nominating Committee: This Committee shall be responsible for determining the slate of director nominees for election to the Board of Directors; and recommending non-Board candidates to serve on the Finance/Audit Committee, Special Committees, and Advisory Council subject to the Board approval. This committee also nominates candidate(s) for Executive Director to be appointed or hired by the Board. The Nominating Committee consists of at least two Board members along with non-Board members as appropriate. While non-Board members serve on this committee, only a Board member can chair the committee.
6.3 Special Committees: The Board of Directors may create and appoint Board members to special committees (e.g. Governance Committee, Fund Raising Committee) as they shall deem appropriate. Such committees, composed of Board members and/or non-Board members, shall have the power and duties designated by the Board of Directors and shall give advice and make non-binding recommendations to the Board. While non-Board members serve on committees, only Board members can chair committees.
6.4 Advisory Council: The Board may maintain an Advisory Council which shall not have nor exercise the authority, responsibility, or duties of the Board. Except as otherwise provided in such resolution, members of such Advisory Council need not be Board members. The Advisory Council members may be selected from former Board Directors, former Executive Officers, former Division Directors, or those individuals who had significant contribution to the Center or have the potential to be contributors to the Center. The Board Chairperson shall appoint the members thereof. No member shall receive compensation for services rendered. Any member may be removed by the Board Chairperson at any time whenever in the Board’s judgment or the best interest of the Center. The Advisory Council may adopt rules for its meetings, as long as those rules do not violate any other provisions of the Bylaws or other rules adopted by the Board of Directors.
6.5 Term of Office: Each member of a committee or the Advisory Council shall serve a term of two years until the next new Board is established; unless the committee or Advisory Council is sooner dissolved.
6.6 Vacancies: Vacancies in the membership of any committee or Advisory Council may be filled by appointment made in the same manner as provided in the case of the original appointments.
6.7 Quorum and Manner of Acting: The act of the majority of the committee or Advisory Council members present at a meeting at which a quorum is present shall be the act of the committee or Advisory Council.
6.8 Rules: Each committee or Advisory Council may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.
Article VII – EXECUTIVE BRANCH
7.1 Executive Branch Roles, Composition, and Election
- The Executive Officers consist of Executive Director, Deputy Executive Directors, Executive Secretary, and Comptroller.
- The Executive Director shall be hired, appointed, or terminated as appropriate by the Board of Directors, and has day-to-day management and execution responsibilities for the Center in accordance with duties described in the job description and customary authority delegated by the Board. The Board can designate other duties as necessary.
- The Executive Director shall appoint other Executive Officers. The current Board member shall not serve as Executive officer, unless he or she resigns from the Board.
- Other supporting office staff shall be hired, appointed, or terminated as appropriate by the Executive Director.
- The Executive Director shall establish, in consultation with the Board, administration and support divisions as well as services and programs based on operational needs.
- All Executive Officers, except the Executive Director, shall serve a two-year term and can be renewed as appropriate. The unfinished term of an Executive Officer shall be filled by a replacement as soon as possible.
7.2 Executive Branch Officers’ Responsibilities
- The Executive Director shall
1) Be the top executive officer reporting directly to the Board;
2) Be responsible, with the assistance of other Executive Officers and Division Directors, for carrying out Board decisions, initiatives, and policies as well as managing the entire Center operations including special program activities;
3) Have at his/her disposal an operating budget recommended by the Comptroller and approved by the Board;
4) Attend all Board meetings, report on the progress of the Center, and answer questions of the Board members.
- The Deputy Executive Director of Operations shall
1) Assist the Executive Director in carrying out the functions as assigned to manage and execute all Center’s operations except for special program activities;
2) Act as the Executive Director in the event of the absence or incapacity of the Executive Director either at the request of the Executive Director or by the consent of the Board;
- The Deputy Executive Director of Special Programs shall
1) Assist the Executive Director in carrying out the functions as assigned to manage and execute special program activities such as the Adult Day Healthcare Center activities;
2) Act as the Executive Director in the event of the absence or incapacity of the Executive Director and the Deputy Executive Director of Operations at the request of the Executive Director, the Deputy Executive Director of Operations, or by the consent of the Board.
- The Executive Secretary shall
1) Assist the Executive Director and Deputy Executive Directors in arranging meetings and keeping records;
2) Assist the Executive Director and Deputy Executive Directors in preparing and/or filing government papers, announcements, correspondences, standard operating procedures, Center directories, and forms used by the Center.
- The Comptroller shall
1) Develop and implement sound financial systems and procedures as required;
2) Prepare and present to the Board the budget of the upcoming fiscal year before the annual Board meeting;
3) Analyze and review financial data, report financial performance, monitor expenditures and costs, as well as maintain Center’s financial health and integrity;
4) Keep a record of any custody of all of the funds and properties;
5) Collect dues and fees when appropriate;
6) File federal and state tax forms in a timely fashion;
7) Deliver to his/her successor all documents, cash, and other properties of the Center in his/her possession or under his/her control within thirty (30) days after the end of his/her term.
Article VIII – INDEMNIFICATION OF BOARD OF DIRECTORS, COMMITTEE MEMBERS, ADVISORY COUNCIL MEMBERS, EXECUTIVE BRANCH OFFICERS, AND DIVISION DIRECTORS
8.1 The Directors of the Board, Committee members, Advisory Council members, Executive Branch Officers, and Division Directors shall not be personally liable for actions taken in their official capacities on behalf of the Center or for the debts, liabilities, or obligations of the Center.
8.2 Indemnification: The Center shall indemnify its Directors of the Board, Committee members, Advisory Council members, Executive Branch Officers, and Division Directors to the fullest content permitted by Maryland Statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be the regular counsel for the Center) made in accordance with applicable statutory standards, provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal Income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).
8.3 Exoneration: To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of the Center shall be personally liable to the Center or its members for money damages; provided, however, that the foregoing limitation of director and officer liabilities shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.
8.4 Insurance; The Center shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Center, or who, while a director, officer, employee or agent of the Center is or was serving any of the entity at the request of the Center, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the Center would have the power to indemnity him or her against such liability under the provisions of the Article.
Article IX – MISCELLANEOUS
9.1 Inspection of Corporate Records: These Bylaws, the roster of Directors, the books of accounts and the minutes or proceedings of the Board of Directors, the Committees, and Advisory Council shall be open to inspection no later then two (2) weeks after receipt of a written request, addressed to the Chairperson of the Board or the Executive Director by a member of the Center for any purpose reasonable related to his/her interests as a member or officer. All records shall be made available at any Board of Directors meeting when requested by at least three (3) members of the Board of Directors. Inspection may be made in person or by an authorized agent or attorney and inspection includes the right to make extracts at the member’s expense.
9.2 Signature Authority: All checks, notes, acceptances, orders for payment, contract, leases and deeds of any kind shall be signed by authorized personnel only including officers of the Executive Branch and other agent of the Center designated by the Board of Directors.
9.3 Fiscal Year: The fiscal year of the Center shall be from August 1st to July 31st.
Article X – AMENDMENTS
10.1 Revisions to the By-laws shall be proposed and approved by the Board at any Board meeting.
10.2 Written notice and proposals to amend the By-laws shall be distributed to all Board members no less than two (2) weeks before the meeting.
10.3 The attending (or balloting) of two-third (2/3) of Board members and two-third (2/3) of those valid ballots are required for approval of any revised By-laws.