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BYLAWS

 

OF  THE

 

FRIENDS OF NEPAL

 

 

A CALIFORNIA PUBLIC  BENEFIT  CORPORATION

 

 

 

 

ARTICLE  1

OFFICES

 

 

SECTION  1.1.   PRINCIPAL  EXECUTIVE  OFFICE

 

The principal office of the corporation shall be located in Los Angeles County.  The Board of Directors of the Corporation (hereinafter, the “Board”) may change the location of this office.  Any such change shall be noted on these Bylaws by the Secretary, in the space provided below.

 

_____________________________________    Dated: _____________________, 20 ___

 

 

_____________________________________    Dated: _____________________, 20 ___

 

 

_____________________________________    Dated: _____________________, 20 ___

 

 

SECTION  1.2.   OTHER OFFICES

 

The Board may at any time establish branch offices at any time, either within or outside of the State of California, in order to advance the proper purposes of the Corporation.

 

 

 

ARTICLE  2

  PURPOSES

 

 

SECTION  2.1.   OBJECTIVES AND PURPOSES

 

The primary objectives and purposes of this corporation shall be to:

 

(1)      Organize educational, cultural, and social activities for bringing the Nepalese community together.

(2)      Provide educational services to the community for the preservation and promotion of Nepalese culture.

(3)      Provide guidance and counseling for community members seeking assistance with employment, educational opportunities, and social services.

(4)      Educate the general public on Nepalese culture and current social issues in and outside Nepal

(5)      Collaborate on with national and international Nepalese organizations on events and projects.

(6)      Promote cultural exchange programs between the Nepalese of America and Nepal.      

(7)      To raise, receive and manage funds, charities and donations to carry out worthy humanitarian causes directly or in cooperation with other Nepalese organizations in American and abroad.

(8)      Promote understanding and appreciation of South Asian culture.

 

 

ARTICLE  3

MEMBERSHIP

 

 

SECTION  3.1.   NO MEMBERS

 

This corporation shall have no members within the meaning of Section 5056 of the California Corporations Code, but the Board may, by resolution, establish one or more classes of non-voting members and provide for the eligibility requirements for membership and right and duties of non-voting members, including the obligations to pay dues.

 

SECTION 3.2.   ASSOCIATES

 

Nothing in this Article 3 shall be construed as limiting the right of the Corporation to refer to persons associated with it as “members” even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Corporation Code.

 

 

 

 

  ARTICLE  4

DIRECTORS

 

 

SECTION  4.1.   POWERS

 

Subject to provisions of the California Nonprofit Public Benefit Corporation Law, the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.  The Board may delegate the management of the day-to-day operation of the business of the Corporation today management company, committee (however composed), or other person, provided that the activities and affairs of the Corporation shall be managed and all corporate  powers shall be exercised under the ultimate direction of the Board.

 

SECTION  4.2.   NUMBER OF DIRECTORS

 

The authorized  number of Directors shall be seven (7) until changed by an amendment of the  Articles of Incorporation or by a bylaw amending this section.

 

SECTION  4.3.   TERM OF OFFICE

 

The term of office for Directors shall be two years.   All Directors  may serve two consecutive terms for a total of 4 years.  After four years service, Directors must retire from the Board for a period of 18 months before seeking re-election to the Board.

 

 

SECTION  4.4.   RESTRICTION ON INTERESTED DIRECTORS

 

Not more than 30% of the persons serving on the Board at any time may be interested persons.  An interested person is:

 

(1)      any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable expense reimbursement paid to a Director as a Director.

(2)      any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. 

(3)      any person serving on any other organizational board where there is an appearance of a  conflict of interest with the goals of Friends of Nepal.

 

Any violation of the provisions of this paragraph shall not, however, affect the validity on enforceability of any transaction entered into by the Corporation.

 

 

 

SECTION  4.5.   INCORPORATING DIRECTORS & ELECTION OF SUBSEQUENT

     DIRECTORS

 

4.5.1.   INCORPORATING      The incorporating Directors of the Board shall be the persons who have signed the Articles of Incorporation and the Bylaws.  The incorporating Directors shall serve until the first Annual Meeting, whereupon successor Directors will be nominated and elected.

 

4.5.2.   SUBSEQUENT DIRECTORS      Thirty to sixty days before the end of one or more Directors' terms of office,  the Nominating Committee shall provide the names and qualifications of the nominees to the Board.    Thereafter, the names of the nominated candidates shall be listed on the agenda for the next duly-noticed Annual Meeting for election or rejection as new directors.

 

FIRST TERM OF OFFICE:  Four Officers (President, Vice President, Secretary and Treasurer) will be elected by the general membership.  The candidates receiving the highest number of votes shall become Directors/Officers.  Three Directors will be appointed by the Incorporating Directors.  All seven will serve for two years.

 

SUCCEEDING TERMS:  

 

Officers & Director: Four Officers and one Director will be elected by the membership.

Remaining Directors: One Director will be elected by newly elected Officers.

Rotation/Election: Out-going President may serve as Director, but if elected to second term, then Director position will be elected by membership.

 

 

SECTION  4.6.   DUTIES OF THE DIRECTORS

 

It shall be the duty of the Directors to:

 

(a)  Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws;

(b)   Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers and agents of the corporation;

(9)      Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;

(10)  Meet at such times and places as required by the Bylaws;

(11)  Register their addresses with the Secretary of the Corporation.

 

SECTION  4.7.   STANDARD OF CARE

 

A Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such director reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as a prudent person in like position would use under similar circumstances.  In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

 

(1)      one or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented;

(2)      counsel, independent accountants, or other persons as to matter which the Director believes to be within such person’s professional or expert competence; or

(3)      a committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee, the Director believes to merit confidence so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

 

SECTION  4.8.   COMPENSATION

 

Directors and officers of the Board shall not receive compensation for their services as Directors. 

 

SECTION  4.9.   EVENTS CAUSING VACANCY

 

A vacancy on the Board shall be deemed to exist at the occurrence of any of the following:

 

(a)   The death, resignation, or removal of any Director

(2)      The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by court order or convicted of a felony, or who has been found by final order or judgment of any court to have breached a duty under California Corporations Code Section 5231through 5238.

(c)   The failure of the Board, at any meeting of the Board at which any Director is to be elected, to elect the Director to be elected at such meeting.

(d)   An increase in the authorized number of Directors.

(e)   Whenever the actual number of Directors is less than the authorized number of Directors for any reason. 

 

SECTION  4.10.   FILLING OF VACANCIES

 

Any vacancy caused by the death, resignation, or removal of a Director, or otherwise shall be filled in accordance with Section 4.5 above by majority vote at a duly noticed meeting called for that purpose; provided, however, that such nomination and election shall take place as soon as practicable.

 

SECTION  4.11.   RESIGNATION OF DIRECTORS

 

Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President of the Board, or the Secretary, unless the notice specifies a later time for the resignation to become effective. If the resignation is effective at a future time, the successor Director may be elected to take office when the resignation becomes effective.  No Director may resign when the Corporation would then be left without a duly elected Board of Directors in charge of its affairs.

 

SECTION  4.12.  REMOVAL OF DIRECTORS

 

Any Director may be removed, with or without cause, by the affirmative vote of two/thirds (2/3) or five (5) of the members of the Board at a regular meeting, a special meeting called for that purpose, or at the annual meeting, provided that the Directors are given notice that such action would be considered at the meeting in accordance with Section 5.4. below.  Any vacancy caused by the removal of a Director shall be filled as provided in Section 4.10. above.

 

SECTION 4.13   ABSENTEEISM

 

The following provisions are intended to deal with a situation when Directors do not attend meetings, and a quorum cannot be constituted over an extended period of time because an insufficient number of Directors are present.  Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless one of the following circumstances obtains:

 

(1)      The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a regular or special meeting.  If such a leave in granted, the number of Directors will be reduced by one in determining whether a quorum is or is not present.

(2)      The Director suffers from an illness or disability which prevents meeting attendance and the Board by resolution waives the automatic removal procedure of this section.

(3)      The Board by resolution of the majority of Directors agrees to reinstate the Director who has missed three meetings.

 

SECTION  4.13.   REIMBURSEMENT OF EXPENSES

 

Directors shall not receive compensation for their services as Directors.  Nothing stated herein, however, shall be construed to preclude any Directors from receiving reasonable per diem, mileage, or other reimbursement for expenses as may be fixed or determined by resolution of the Board.

 

SECTION 4.14.   NON-LIABILITY OF DIRECTORS

 

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

 

 

 

 

 

ARTICLE 5

MEETINGS

 

 

SECTION 5.1.   PLACE OF MEETINGS; MEETINGS BY TELEPHONE

 

Annual and other regular meetings of the Board may be held at any place within or outside the State of California, as designated from time to time by resolution of the Board.  In the absence of designation, annual and other regular meetings shall beheld at the principal executive office of the Corporation.  Special meetings of the Board shall be held at any place within or outside of the State of California, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation.  Notwithstanding the above provisions, a regular or special meeting of the Board may be held at any place consented to in writing by all Directors, either before or after the meeting.  If consents are given, they shall be filed with the minutes of the meeting.  Any meeting, regular or special, may be held by conference, telephone, electronic video screen communication, or similar communication equipment, and all Directors so participating shall be deemed to be present in person at such meeting.

 

 

SECTION 5.2.   ANNUAL MEETINGS

 

The Board shall hold an annual meeting in September at a time and place designated by the Board for purposes of electing Officers and Directors, designating committees, and transacting regular business be held at least once a year.  Notice of annual meetings shall be by first-class mail dated  not less than 10 nor more than 40 days in advance thereof, by notice delivered personally, by telephone (including voice messaging systems or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail or other electronic means, except that any Director may waive notice in accordance with Section 5.5. below.

 

SECTION 5.3.   OTHER REGULAR MEETINGS

 

Other regular meetings of the Board shall be held at such times as are fixed by the Board. Such regular meetings maybe held without notice

 

SECTION 5.4.   SPECIAL MEETINGS

 

Special meetings of the Board for any purpose may be called at any time by the President, or any two Directors.  Notice of any special meeting of the Board shall be given to all Directors either by first-class mail at least four days in advance or by notice delivered personally, by telephone (including a voice messaging systems or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail, or other electronic means at least 48 hours in advance of the meeting, at the last known address of each such Director in the records of the Corporation, except that such notice may be waived by an Director as set forth Section 5.5.   below.  Employment of any of the foregoing means of effective notice shall be due, legal, and personal notice to each such Director.  The notice may, but need not, specify the purpose of the special meeting.

 

SECTION 5.5.   NOTICE AND WAIVER OF NOTICE TO HOLDING MEETINGS

 

Notices of meetings mailed five days prior to meeting or faxed or electronically conveyed 48 hours prior to meeting to the addresses or telephone numbers of record shall be valid notice thereof.  The transactions of any meeting of the Board however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify the purpose of the meeting.  All waivers, consents, and approvals shall be filed with the Corporation records or made a part of the minutes of the meeting.  Notice of meeting shall also be deemed given to an Director who attends the meeting without protesting before or at its commencement about lack of adequate notice.

 

SECTION 5.6.   QUORUM FOR MEETINGS

 

A majority of the Directors then in office shall constitute a quorum for the transaction of business.

Every act or decision done or made by a majority of the Directors present at a duly held  meeting at which a quorum is present shall be regarded as the act of the Board, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by the Articles of Incorporation, these Bylaws, or the California Nonprofit Corporation Law.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of a  Director, if any action taken is approved by at least a majority of the quorum required for meeting, subject to any applicable requirements for approval by a greater number or a majority of disinterested Directors.

 

SECTION 5.7.   ACTION WITHOUT MEETING

 

Any action required or permitted to be taken by the Board 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 a unanimous vote of the Board.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

 

SECTION 5.8.   CONDUCT OF MEETINGS

 

Meetings of the Board of Directors shall be presided over by the President of the Board or, in her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a ma