|
By-Laws of Cambodian American for Human Rights And Democracy ARTICLE 1. NAME The name of the Corporation is Cambodian American for Human Rights and Democracy (CAHRAD), herein after referred to as the "Corporation." ARTICLE 2. PURPOSES The purposes of the Corporation are to Build a strong and lasting organization that help promoting alliances to foster coordination and cooperation with other groups of similar interests; Support human rights and democracy defenders on the frontline of freedom in Cambodia through peaceful means; Educate and organize the public in the democratic process; Raise community awareness of human rights abuses in Cambodia through mass communication and other means; Disseminate truthful information about universal principles of democracy and human rights to the Cambodian public.
The Corporation shall have such powers as are now or may hereafter be granted by the General Not-For-Profit Corporation of the State of Virginia, except as otherwise limited by its articles of in Corporation or by these by-laws. No part of the net earning of this Corporation shall inure to the benefit of any private shareholder or any individual except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth above. The property of this Corporation is irrevocably dedicated to charitable purposes and upon liquidation, dissolution or abandonment of the owner, after providing for the debts and obligations thereof, the remaining assets will not inure to the benefit of any private person but will be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(C) (3) and 509(a)(1), (2) or (3) of the Internal Revenue Code of 1954. RETURN TO TOP ARTICLE 3. OFFICES The Corporation shall have and continuously maintain in the State of Virginia a registered office and a registered agent whose office is identical with such registered office, and the Corporation may have such other offices within or without the State of Virginia as the Board of Directors may from time to time determine. RETURN TO TOP ARTICLE 4. MEMBERS Section 4.1 Type of Members Members of the Cambodian American for Human Rights And Democracy shall include 1. Individual Members - All individual Cambodian or her descendants living in the United State of America who are 18 years of age or older and have paid annual membership dues set by the Board of Directors shall be individual members. These members shall be entitled to vote or be nominated for candidacy as board members of the Corporation. 2. Organization Members - Organizations whose purposes and interests similar to the Corporation and have paid annual organization membership dues set by the Board of Directors shall be organization members. Each organization member shall be entitled to appoint one person to serve in the Advisory Board of the Corporation. 3. Honorary Members - All individuals who have made significant contributions to the Corporation. The Board of Directors shall confirm each individual for this membership. 4. Founding Members - All individuals who were presented at the establishment of the Corporation. These members are entitled to vote or be nominated for candidacy as board members of the Corporation. Section 4.2 Application for Membership Applications for membership shall be submitted to the Corporation. The Board of Directors reserve the right to reject any application for membership for cause. Section 4.3 Resignation Any member may resign at any time by notifying the Corporation of their resignation in writing. Section 4.4 Removal The Board of Directors 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 after given the opportunity to be heard. Section 4.5 Dues and Assessments Each member of the Corporation shall pay such dues as the Board of Directors shall from time to time require. Section 4.6 Rights of Members Members whose dues are current shall be entitled to vote on any matter properly submitted to the membership for voting. RETURN TO TOP ARTICLE 5. BOARD OF DIRECTORS Section 5.1 Powers The duties of the Board of Directors shall be to establish the general policies of the Corporation and to oversee the business and affairs of the Corporation. Section 5.2 Number, Term and Election The number of the directors of the Corporation shall be not less than fifteen or more than thirty one. Any vacancy may be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the un-expired term of his predecessor. Each director shall serve a two-year term. The term can be renewed for three times, a maximum of six years. Thereafter, he or she can continue to be board member if re-elected by the majority of the Board of Directors. None of the directors shall be paid staff of the Corporation or of any other organization receiving financial support from the Corporation. Section 5.3 Resignation Any director may resign at any time by notifying the President of the Corporation, the Executive Director or a member of the Executive Committee of his or her resignation in writing. Section 5.4 Removal Any director may be removed by a vote of two-third of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby after given the opportunity to be heard. Any director may also be removed, if he or she has three consecutive unexcused absences from the regular Board of Directors meetings by failure to notify an officer. RETURN TO TOP ARTICLE 6. ADVISORY BOARD The Board of Directors may be by a majority vote designate the Advisory Board. Members of such boards may attend and participate in meetings of the Board of Directors but shall have no vote in such meetings. Terms and rules for the Advisory Board may be established at the Board of Directors' discretion. ARTICLE 7. MEETINGS Section 7.1 Annual / Regular Meetings An annual meeting of the Board of Directors shall be held in the fourth quarter of each calendar year at a time and place determined by the Board of Directors. The President shall present and file the state of the Corporation. Regular meeting of the Board of Directors shall be held at least quarterly and additional meetings may be held on the call of the President or; if he or she is absent or unable or refuse to act, by any two officers, or by any three directors. Section 7.2 Meeting Notice Notice of any meeting of the directors, regular or special, stating the time and the place to be held shall be served personally, by mail, or email, upon each director not less than seven days before the meeting. The notice of any special meetings shall state the purpose of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the call and matters germane thereto. Section 7.3 Quorum At least one half of the directors shall constitute a quorum for the transaction of business at any meeting. Section 7.4 Voting Each Director shall have one vote. 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 7.5 Acts Of Board Of Directors The act of majority of the directors (fifty one percent) present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by these by-laws. RETURN TO TOP ARTICLE 8. OFFICERS Section 8.1 Election And Term The officers of the Corporation who shall be elected by the board members shall be a President, Vice Presidents, Secretary, Treasurer, and such additional Vice Presidents, and Assistant Secretaries and Treasurers as may be determined by the Board of Directors, all of whom shall be members of the Board of Directors. All officers shall be elected for a term of two years or filled an un-expired term. Section 8.2 Removal Any officer or agent elected or appointed by the Board of Directors may be removed by two-third of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby after given the opportunity to be heard. Section 8.3 Vacancies A vacancy in any office, however caused, may be filled by the Board of Directors for the un-expired term of his or her predecessor. Section 8.4 President The President shall preside at all meetings of the Board of Directors and membership and may sign, with any proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed (except in cases where the signing and execution thereof shall be expressly delegated by the Board of Director by these by-laws or by statute to some other officer or agent of the Corporation), and shall perform such other duties as may be prescribed by the Board of Directors from time to time. Section 8.5 Vice President In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice Presidents, the Vice President in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subjected to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may assigned by the President or by the Board of Directors. Section 8.6 Secretary The Secretary shall take and keep the minutes of meetings of the Board of Directors; be custodian of the corporate records, see that all notices are duly given in accordance with the provisions of these by-laws and as required by laws; keep a register of the post office address of each director which shall be furnished to him by such director; and perform such other duties as from time to time may assigned by the President or by the Board of Directors. Section 8.7 Treasurer The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; cause to receive and give receipts for moneys dues and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected, execute on behalf of the agency, when so directed by the Board of Directors such documents as may be necessary to effectuate the sale, exchange or transfer of financial instruments; and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. RETURN TO TOP ARTICLE 9. EXECUTIVE DIRECTOR The President shall opt to appoint and employ an Executive Director with the approval of the Board of Directors. The Executive Director 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 10. COMMITTEES
Section 10.1 Power to Establish Committees
The Board of Directors may, by resolution adopted by a majority of the Board, designate additional committees for the Corporation; in addition to task forces, work groups, etc. as it deems appropriate and necessary. Section 10.2 Executive Committee There shall be an Executive Committee that shall consist of the officers of the Corporation. The President shall serve as Chairman of the Executive Committee. 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. 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. Section 10.3 Nominating Committee There shall be a Nominating Committee appointed by the Executive Committee to make nominations to fill vacancies of the Board of Directors, facilitate the election process and recruit members. The Nominating Committee shall at least comprise of a chairman and two members. Section 10.4 Finance Committee There shall be a Finance Committee composed of one Chairman and at least two members 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 Board of Directors. RETURN TO TOP ARTICLE 11. DEPOSITS, CHECKS, LOANS, CONTRACTS Section 11.1 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 Committee from time to time may determine. Section 11.2 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 Board of Directors 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 11.3 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 11.4 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 Board of Directors. 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. RETURN TO TOP ARTICLE 12. FISCAL YEAR The fiscal year of the Corporation shall be the calendar year. RETURN TO TOP ARTICLE 13. AMENDMENTS TO BY-LAWS These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors at any regular meeting or at any special meeting, provided that notice of the changes under consideration at that meeting or any adjournment thereof shall have been a part of the notice of such meeting. A two-thirds vote of all of the Board of Directors is required to amend the by-laws. Adopted on ____11/7/05______________ And Signed by Mong Heng_________________________ Boran Tum_________________________ Hean Yuth__________________________Amro Veun_________________________ Eric Tlang__________________________ Tung Yap______________________ Sovannaroth Tum___________________ Tevy Roth Veun____________________ Ben Bao___________________________ Yan Yuth___________________________ RETURN TO TOP
|
By-laws 
