Section I 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.
Section II PURPOSE
2.1 The purpose of the organization is to engage in the following:
GENERAL PUPPOSE
--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.
SPECIFIC ACTIVITIES
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.
SECTION III
GENERAL MEMBERSHIP, OFFICERS AND DIRECTORS
3.1 MEMBERS
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.
3.3 DIRECTORS
General Purpose:
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.
SECTION IV 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.
SECTION V 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.
SECTION VI
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.
SECTION VII
AMENDMENTS
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.
SECTION VIII
CORPORATE SEAL
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.
SECTION IX
Powers
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.
SECTION X
ANNUAL MEETING
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.
SECTION XI
COMPENSATION
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.
SECTION XII
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.
SECTION XIII
CORPORATE RECORDS
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.
SECTION XIX
FISCAL YEAR
The fiscal year of the corporation shall be the twelve months ending December 31
of each year.
