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ARTICLE 2. PURPOSES OF THE CORPORATION ARTICLE 3. MEMBERSHIP ARTICLE 4. BOARD OF DIRECTORS ARTICLE 5. OFFICERS ARTICLE 6. THE EXECUTIVE DIRECTOR ARTICLE 7. COMMITTEES ARTICLE 8. INDEMNIFICATION AND INSURANCE ARTICLE 9. DEPOSITS, CHECKS, LOANS, CONTRACTS ARTICLE 10. NATIONAL CONVENTION ARTICLE 11. AMENDMENTS ARTICLE 12. MISCELLANEOUS
ARTICLE 1 Section 1.1 Name of the Corporation The name of the Corporation is Cambodian American National Council (CANC), herein after referred to as the “Corporation.” ARTICLE 2 Section 2.1 Purposes of the Corporation As set forth in the Articles of Incorporation, the Corporation has been formed for the following charitable, educational, literary, scientific, and/or religious purposes: (a) To assist individuals and organizations from Cambodia and/or from any other country in the betterment of their lives and services in the United States and/or in the international communities; (b) To promote general education and literacy in the refugee communities by means of providing counseling, prizes, awards, and/or scholarships; (c) To conduct research in the areas of politics, social and economic for improving human life and growth in the United States, Cambodia and/or in the international communities; (d) To preserve the human art, history, culture and civilization of Cambodia; (e) To advocate on policies and programs affecting the interests of the Cambodian communities.
Section 3.1 Members Any person or organization may become a member of the Corporation by agreeing to abide by the principles and purposes of the Corporation. There shall be 3 categories of members:
Section 3.2 Application for Membership Applications for membership shall be submitted to the Corporation, which shall establish criteria for acceptance by the Executive Board. Section 3.3 Rights of Members CANC members, either individuals or organizations, shall have the right to receive CANC newsletter and other communication of the Corporation. CANC members shall be invited to the National Convention. No member shall be entitled to any dividend or any part of the income of the Corporation. Section 3.4 Resignation Any member may resign at any time by notifying the Corporation of their resignation in writing. Section 3.5 Removal The Executive Board may, by majority vote at a meeting (the notice of which shall have specified the proposed removal), remove any member for failure to pay dues or assessments of failure to follow the policies of the Corporation. Section 3.6 Dues and Assessments Each member of the Corporation shall pay such dues as the Board of Directors tall from time to time require.
Section 4.1 Powers The activities, affairs, and properties of the Corporation shall be managed, directed and controlled, and its powers exercised by and vested in the Board of Directors. Section 4.2 Number, Term and Election The number of directors shall be no less than fifteen (15). None of the directors shall be paid staff of the Corporation or of any other organization receiving financial support from the Corporation. Directors shall serve the Corporation with no term limit, or until their successors are elected. Section 4.3 Resignation Any director may resign at any time by notifying the President of the Corporation, the Executive Director or a member of the Executive Board of their resignation in writing. Section 4.4 Removal Any director may be removed with cause, including, but not limited to, having four (4) consecutive unexcused absences from regularly scheduled Board meetings, at any time by the affirmative vote of a majority of the directors present at a meeting of directors, the notice of which shall have specified the proposed removal. Notice of removal shall be sent by the Secretary. Section 4.5 Vacancies Whenever a vacancy occurs, a majority of the remaining directors, though less than a quorum may fill the vacancy, and each such director so appointed or designated shall hold office for the remainder of the term of directorship so vacated. Section 4.6 Meetings, Notices, Quorum (a) Meetings of the Board of Directors may be called by the Secretary with the approval of the President. A meeting may be called on the written request of any three directors. Regular meetings of the Board of Directors shall be held at least once a year. (b) Notice of all meetings of the Board of Directors shall be mailed to each director at his/her residence or usual place of business not less than fourteen (14) days prior to the meeting. Each such notice shall state the day, time, place, and agenda of such meeting. (c) At all meetings of the Board of Directors a simple majority, half plus one, of directors shall be necessary and sufficient to constitute a quo rum for the transaction of business. Section 4.7 Voting Each Director shall have one vote. At all meetings of the Board of Directors, all matters shall be decided by the vote of a majority of the directors present. Voting by proxy is allowable for one proxy per one absent director. The director present at the meeting is entitled to carry only one proxy. The President is not entitled to carry any proxy. Section 4.8 Action by Board of Directors without a Meeting Any action which requires the approval of the Board of Directors may be taken without a meeting if a consent in writing to the action is signed by an absolute majority of the directors entitled to vote. The written consent shall be filed with the minutes of the proceedings of the Board. Section 4.9 Reimbursement The directors of the Corporation shall serve as such without salary, but the Board of Directors may authorize the payment by the Corporation of reasonable expenses incurred by the directors in the performance of their duties.
Section 5.1 Titles and Qualifications The officers of the Corporation (Executive Board) shall be elected by the Board of Directors from its members and consist of a President, two Vice-Presidents, a Secretary, and a Treasurer. Section 5.2 Election and Term of Office The election of officers may be held by correspondence. It is the duty of the Nominating Committee, or as appropriately assigned by the Executive Board, to handle the election process. All officers shall hold office for a two-year term. The term of office of new Board members shall commence at the meeting held during the National Convention. New members will be installed at the general meeting of the year prior to the start of the new fiscal year. Section 5.3 Resignation, Removal, Vacancies Resignation, removal and vacancies of Directors as stated in Article 4 shall also apply to Officers. Section 5.4 The President The President of the Board shall preside at all meetings of the Board of Directors, and shall have such other powers and duties usually evolving upon a presiding officer. Section 5.5 Vice-Presidents The first Vice-President of the Board shall possess the powers and duties of the President of the Board in the event of the latter’s absence, resignation, disability or death. The second Vice-President of the Board shall possess the powers and duties of the first Vice-President of the Board in the event of the latter’s absence, resignation, disability, or death; or when the latter is called to exercise the duties of the President of the Board. Section 5.6 Secretary The Secretary shall be responsible for keeping an accurate record of the proceedings of all general meetings and the meetings of the Board of Directors. He/she shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general, shall perform all duties customary to the office. The Secretary shall have custody of the corporate seal, and shall have authority to affix the same to any instrument as required. When so affixed, the seal may be attested by his/her signature. Section 5.7 Treasurer (a) The Treasurer shall perform all duties customary to that office, shall have custody of and be responsible for all corporate funds and securities, and shall keep full and accurate account of receipts and disbursements, and assets and liabilities in the books of the Corporation. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation in such depositories as shall be selected by the Executive Board. (b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the President, taking proper vouchers for such disbursements and shall render financial statement of the Corporation. (c). The Treasurer shall cause to be adopted by the Executive Board of financial policies.
ARTICLE 6 Section 6.1 Executive Director The President and the Executive Board shall appoint and employ an Executive Director who shall be the general manager and fiscal agent responsible for administration of the Corporation’s programs, finances, and personnel within the framework of the policies, principles, and practices of the Corporation established by the Board of Directors. This shall include but not be limited to staffing, job qualifications, and other responsibilities incident to a Chief Executive Officer of a Corporation. He/she shall employ and discharge such staff as deemed necessary in accordance with budget provisions and personnel policies and practices authorized by the Board of Directors. The Executive Director shall be responsible for the administrative management of the affairs of the Corporation subject to the approval of and direction of the Board of Directors and be responsible to work within an approved budget established by the Board. The Executive Director shall report to the Board of Directors as represented by the President.
ARTICLE 7 The Board of Directors may, by resolution adopted by a majority of the Board, designate an Executive Committee, standing committees, and other such committees of the Corporation; in addition to task forces, work groups, etc. as it deems appropriate and necessary. Section 7.2 Executive Committee (a) The re shall be an Executive Committee which shall consist of the officers of the Corporation and the chair of all standing committees of the Corporation. (b) The Executive Committee shall have and may exercise such authority of the Board of Directors in the management of the business and affairs of the Corporation. (c) The designation and appointment of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it and them by law. (d) The President shall serve as Chairman of the Executive Committee. (e) The Executive Committee shall meet at least twice a year or as necessary. Section 7.3 Standing Committees There shall be Standing Committees appointed by the Executive Board to carry out specific programs as are necessary. Section 7.4 Nominating Committee There shall be a Nominating Committee appointed by the Executive Board to make nominations to fill vacancies of the Board of Directors and facilitate the election process. The Nominating Committee shall at least comprise of a chairman and 2 other Board members assisted by staff. Section 7.5 Finance Committee There shall be a Finance Committee composed of the Treasurer as Chairman and other members appointed by the Executive Board to establish financial policies of the Corporation and to advise the Board on financial and other resources of the Corporation. The Finance Committee shall complete a report on the Corporation’s finances, send to all officers annually and make available to all Board members. The Finance Committee shall be responsible for fundraising for special projects. The Finance Committee shall prepare the budget for the Corporation to be adopted by the Executive Board and the Board of Directors.
ARTICLE 8 Section 8.1 Indemnification and Insurance The Board of Directors shall have the power to purchase and maintain, at the Corporation’s expense, insurance on behalf of the Corporation and on behalf of directors or others to the extent that power to do so has been or may be granted by statute. The Board of Directors shall also be provided other indemnification to the furthest extent permitted.
ARTICLE 9 Section 9.1 Deposit of Funds All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Executive Board from time to time may determine. Section 9.2 Checks, Etc. All checks, drafts, endorsements, notes, and evidence of indebtedness of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as the Executive Board from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the Board of Directors from time to time may determine. Section 9.3 Loan No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation. Section 9.4 Contracts The Executive Director or any other officer specifically authorized by the Board of Directors may, in the name of and on behalf of the Corporation, enter into those contracts or execute and deliver those instruments to the extent authorized by the Executive Director. Without the authorization specified in the Corporation program and budget approved by the Board of Directors, no officer, staff or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.
ARTICLE 10 A National Convention shall be organized periodically upon the resolution of the Executive Board. The date, time, place, and purposes of the Convention shall be fixed by the Executive Board. Section 10.2 Role of the National Convention The National Convention shall be open to all members and communities to act as a forum to provide input on issues of interest to members and communities. Resolutions and recommendations may be adopted.
Section 11.1 Amendments These Bylaws may be dissolved, altered, amended, repealed and new Bylaws may be adopted by a two-thirds (in) vote of the Board of Directors present at any regular meeting, a quorum being met, setting forth in detail the proposed Bylaws revisions, be given not less than fourteen (14) days prior to such meeting.
Section 12.1 Offices The principal office of the Corporation and such other offices as it may establish shall be located or transferred to such a place, or places, either within or outside the State of Texas as may be decided by the Executive Board with the consent of the Board of Directors. Section 12.2 Fiscal Year The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year. Section 12.3 Nondiscrimination The members, officers, directors, committee members, employees, and persons served by the Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion and national origin. Section 12.4 Relation to Articles of Incorporation These Bylaws are subject to and governed by the Articles of Incorporation.
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Website: www.CANCweb.org E-mail: canc@CANCweb.org