OCA SACRAMENTO BY-LAWSArticle I. Name The name of the organization shall be the Organization of Chinese Americans of Greater Sacramento (hereinafter referred to as the Organization.) It shall be a chapter of the Organization of Chinese Americans, Inc. (hereinafter referred to as the National Organization.) Article II. Purpose The Organization of Chinese Americans of Greater Sacramento is a civil rights advocacy and educational organization dedicated to advancing the social, political and economic well being of Americans of Chinese and Asian Pacific Islander descent in the Greater Sacramento region. This is accomplished by promoting active participation in civic and community affairs; securing equal rights and equal opportunity; eliminating prejudices and stereotypes and securing social justice; building coalitions; providing education and training, including leadership training; fostering positive images and enhancing the appreciation of Chinese and Asian Pacific Islander American culture and heritage; and promoting economic opportunities. Article III. Policy Section 1. Policies of the National Organization, as stated in its Constitution, shall apply to this Organization. Section 2. Polices on issues at the Organization level shall be determined by the Board of Directors of the Organization and shall be consistent with the objectives and purposes of the National Organization. Article IV. Jurisdiction This Organization shall serve members in the Counties of Sacramento, Placer, Yolo, EI Dorado and Amador (collectively known as the Greater Sacramento Region) of California. Membership in the Organization shall be open to but not limited to individuals residing in the above areas. Article V. Membership Section 1. Eligibility A. Membership is open to any United States citizen or permanent resident regardless of race, color, sex, religion, education, profession or national origin. A member must be over eighteen years of age and must support the Constitution of the United States. A member must accept the objectives contained in the Articles of Incorporation, the Constitution, and the By-laws of the National Organization. Members cannot be agents of any foreign government. Section 2. Types of Membership A. Regular Members (hereinafter call Members) must meet the eligibility criteria set forth in Section 1 above. Members shall be entitled to all the rights and privileges of the Organization and the National Organization.
B. Associate Member — Any individual who does not qualify for membership but who subscribes to the purposes and objectives of the Organization may become an Associate of the Organization. An Associate shall have no voting rights.
C. Honorary Member – Any United States citizen or permanent resident that has made a significant contribution to American society and/or in his/her work or profession and/or to the Chinese American Community, can be elected to Honorary Membership by the Board of Directors of the Organization. An Honorary Member is a non-voting member except in that instance when he/she is also a regular member. D. Corporate/Business Member – Any organization, foundation, or business concern that subscribes to the purposes and objectives of the Organization may apply for a Corporate/Business membership. The Board of Directors shall establish the criteria for and decide the acceptance of Corporate Members. The Corporate/Business member shall designate one individual to serve as its representative. Such representative shall be entitled to such privileges and services as defined by the Board of Directors, but shall have the right to vote and hold elective office. E. Lifetime Members – Any individual who makes a significant contribution to the Organization, the amount to be decided by the Board of Directors, shall be recognized as a Lifetime Member with indefinite membership in the Organization. Lifetime members shall have the same rights and privileges as a Regular Member. F. The Board of Directors may create additional categories of membership, as it deems appropriate.
Section 3. Termination of Membership A. Voluntary Termination –
The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes: 1. The voluntary resignation of a member;
2. Where a membership is issued for a period of time, the expiration of such period of time;
3. The death of a member;
4. The dissolution of a corporate/business member;
5. The nonpayment of dues B. Involuntary Termination –
Any member, who violates the Articles of Incorporation, Constitution and/or By-Laws of the National Organization or this organization, or for other good cause, may be expelled by action of the Board of Directors of the Organization with a three-fourths (3/4) majority vote. A refund of prorated membership dues shall be made. Section 4. Membership Dues A. Members shall be in good standing upon payment in full of annual dues, which shall include dues of the Organization and the National Organization. The dues amount for all members and the inclusion of any application for membership in a particular classification of membership shall be determined by the Board of Directors of the Organization. Article VI. Organization and Structure The Organization shall consist of Members, Board of Directors, and Officers. Section 1. Board of Directors A. The Organization shall have a Board of Directors which shall formulate and administers the policies and programs of the Organization.
B. The Board of Directors shall not consist of less than seven (7) nor more than twenty-one (21) Directors. The exact number of Directors may be fixed from time to time, within the limits specified, by a two-thirds (2/3) majority vote of the Board of Directors. C. The Officers of the Organization shall serve as Directors on the Board of Directors. D. The Iimmediate Past President shall serve as an ex-officio member and a Director on the Board of Directors.
Section 2. Officers of the Organization
A. President –
President shall be the Chief Executive Officer and shall be directly responsible to the Board of Directors. He/She shall prepare agenda, set up and preside at Board meetings. He/She shall perform the duties commonly conducted by the Chief Executive of a voluntary organization, or as assigned to him or her by the Board of Directors. The President shall serve as an ex-officio member of all committees within the Organization with full voting rights. B. Executive Vice -President –
The Executive Vice -Presidents shall serve as the liaison between the President and the other Vice Presidents; and be responsible for implementing program and goals set forth by the President. The Executive Vice President shall act as the President during the President’s absence and shall succeed to the office of the President in the event the position becomes vacant before the term is expired and shall serve for the reminder of the term.
C. Vice President –
There shall be two (2) Vice Presidents. The Vice
Presidents shall be assigned titles and duties which are descriptive of their responsibilities and shall perform such duties as are assigned to them by the Board of Directors.
D. Treasurer –
The Treasurer shall collect and disburse all funds of the Organization, and shall keep regular accounting according to normal accounting procedures. He/She shall prepare the fiscal budget and, shall submit to the National Organization an annual financial report at the end of each fiscal year. E. Recording Secretary –
The Recording Secretary shall keep records of all proceedings and activities of the Organization, including minutes of all meetings. He/She shall also be responsible for maintaining the Organization’s by-laws. F. Correspondence Secretary –
The Correspondence Secretary shall be responsible for the Organization’s communication and correspondence. He/She shall be responsible for providing the National Organization with the current membership list and other requested data.
Section 3. The General Counsel A. The General Counsel shall act as a counsel on all legal matters pertaining to the Organization.
B. The General Counsel shall provide consultation to the Board of Directors of the Organization when clarifications, disputes, or other issues as to the intent or meaning of the By-Laws must be resolved. C. The General Counsel is appointed by a majority of the Board of Directors for a one (1) year term. The General Counsel may be reappointed annually. D. The General Counsel may not serve during the same period as either a Director or Officer of the Organization. Section 4. Elections. of Officers and Directors A. There shall be an annual election by the membership for the members of the Board of Directors. The annual election shall occur in the month of November. B. Any current member possessing the right to vote is eligible to run for the position of Director. C. There shall be a Nominations and Elections Committee. This committee shall consist of the Immediate Past President, who shall serve as Chair, and at least two other members who are appointed by the Board of Directors. Members on this committee cannot be a candidate in the next upcoming election. Should the Immediate Past President be unable or unwilling to serve on the committee, then the Board of Directors shall appoint a member to serve as Chair. D. No later than sixty (60) calendar days prior to an election, all members must be notified of the impending election. E. The Nominations and Elections Committee may nominate members to the ballot for each Director position to be filled at the annual election. F. Additional nominations for each position of Director to be filled at the annual election may be made by filing with the Nominations and Elections Committee at any time on or before thirty (30) days prior to the election a written nomination signed by at least five (5) active members of the Organization and accompanied by the written consent of the nominee. G. No person shall be a nominee for Director unless said person’s membership dues are current. In the event any nominee is challenged on the grounds of delinquency in dues, said member shall be advised and shall be given five (5) days within which to correct his delinquency. H. No later than fifteen (15) days prior to an election, the Nominations and Elections Committee shall send by mail a ballot listing all positions to be filled and with the names of all candidates. Candidates may submit a statement supporting their candidacy or other approved literature as determined by the Nominations & Elections Committee. Members shall be given the option to vote mail or alternative means, as deemed appropriate by the Nominations & Elections Committee. I. The results of the balloting shall be formally announced to the membership following the election. The candidates receiving the highest number of votes shall be declared duly elected. In the event that there be a tie among candidates, a run-off vote shall be immediately be held, and the candidate who receives the highest number of votes shall be declared elected. J. Any clarification or interpretation of the election by-laws, qualification of any candidate for office or the establishment of any additional election rule or guideline to effectuate the purpose of these By-Laws shall be the responsibility of the Nominations and Elections Committee. The Nominations and Elections Committee shall be the exclusive authority with respect to interpretation and resolution of any dispute arising from this section. K. Members of the Board of Directors shall elect officers of the Organization by a simple majority vote. L. Any notices required by this section may be made by mail, electronic mail, facsimile, or other means designed to insure appropriate notification to the membership and deemed appropriate by the Nominations and Elections Committee.
Section 5. Terms of Office for Directors and Officers
A. Directors shall serve for a two (2) year term. Directors’ terms should be staggered so that approximately half (1/2) of the Director’s positions are up for election annually. B. All officers shall serve a one (1) year term to be elected annually. C. The Immediate Past President shall serve as an ex-officio voting member of the Board of Directors. If a current President vacates his/her position prior to completion of their full term, said President will forfeit his entitlement to the position of the Immediate Past President and the current Immediate Past President will continue to hold his/her position. D. If there is a vacancy on the Board of Directors and the remaining term exceeds one (1) year, the vacancy may be filled by appointment of a simple majority of the Board of Directors to serve for the rest of that year. That Director position then must be included in the next election, and will be only a one (1) year term. If the remaining term is less than one year, the vacancy may be filled by appointment of a simple majority of the Board of Directors to serve the remaining term. E. In the event the officer’s position becomes vacant before the term is expired, the Board of Directors shall appoint another Director by a simple majority to serve the remaining term, except for the position of the President. If there is a vacancy of the position of the President before the term is expired, the Executive Vice President shall immediately assume the position of the President and serve the remaining term. The Board of Directors shall then appoint a Director to serve the remaining term of the Executive Vice President. F. The President may serve no more than four (4) consecutive terms. Section 6. Dismissal of Directors and Officers
A. Any member of the Board of Directors or any Officer who is absent for three consecutive meetings of the Board shall be dismissed at the adjournment of the third consecutive meeting. Upon dismissal, the Board of Directors may fill the vacancy according to normal vacancy procedures as stated in these By-Laws. The Director who has been dismissed by the provision of this section shall be eligible for reappointment or re-election. The Board of Directors, by simple majority, may waive the Directors absence at any meeting upon a finding of good cause for his/her non appearance. B. Any member of the Board of Directors or any Officer may be dismissed or removed from his/her position and/or the Organization if said member violates the Articles of Incorporation, the By-Laws of the National Organization and/or the By-Laws of the Organization. Any Member of the Board of Directors or any Officer may be dismissed or removed for good cause. Misfeasance, nonfeasance, malfeasance or other conduct that is detrimental to the interests and reputation of the Organization shall constitute good cause. A member of the Board of Directors or an Officer may be removed or dismissed pursuant to this section only upon a vote of three-fourths (3/4) of the Board of Directors. Section 7. Committees and Affiliates A. Committees: The Board of Directors and the President may designate committees as deemed necessary. The committee has such duties and power as may be authorized by the Board of Directors. Committee Chairpersons shall be appointed by the Board of Directors and need not be members of the Board of Directors. B. Affiliates: The Board of Directors may establish affiliate organizations under the jurisdiction of this Organization that has such duties and powers as authorized by the Board of Directors. Affiliate organizations can only be established with a three-fourths (3/4) vote of the Board of Directors. B. Nominations and Elections Committee: The Nominations and Elections Committee shall be a standing committee as described in these By-Laws. C. Executive Committee: The Executive Committee, made up of the Officers of the Organization, shall be a standing committee. Article VII. Meetings Section 1. Meetings and Quorum There shall be a minimum of one general membership meeting in a fiscal year. The quorum for business to be conducted at a general membership meeting, including but not limited to the election of Directors, shall be 20% of the current membership. Section 2. Board of Directors Meetings There shall be a minimum of four meetings of the Board of Directors in a fiscal year. The quorum for business to be conducted shall be a simple majority of the Board of Directors. Section 3. Rules of Order Except as otherwise provided by these By-Laws, the meetings of the Organization shall be conducted in accordance with “Robert’s Rules of Order Revised.” At all meetings of the Organization the order of business shall be prescribed by the President (or his/her substitute) and the Recording Secretary. Section 4. Action Without a Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the members of the Board of Directors shall individually or collectively consent in writing to such 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. Article VIII. Fiscal Management Section 1.
Membership dues and classification of membership categories shall be determined by the Board of directors and shall include the National dues and chapter surcharge.
Section 2.
Fiscal year of the Organization shall be from January 1 through December 31. Section 3.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, exceeding $150, issued in the name of the Organization for all debts of the Organization shall be signed by any two of the following officers: President, Executive Vice President, and Treasurer. Section 4.
The Organization shall collect both national and local dues from its members. The Organization shall forward the national dues, accompanied by its roll of paid members to the Treasurer of the National Organization at the time determined by the National Board. Section 5.
The Organization shall be included in the Internal Revenue 501(c)3 group exemption of the National Organization.
Article IX. Indemnification of Directors, Officers and Organization Agents The Organization shall, subject to the provisions of this Article IX, to the extent allowed by applicable state and federal laws, indemnify, defend, and hold harmless its officers, directors, agents, and employees from and against any and all claims, liabilities, actions, proceedings, whether threatened, pending or completed, brought by reason of their respective position with or relationships to the Organization, including, without limitation, all reasonable attorneys’ fees, costs, and other expenses incurred in establishing a right to indemnification under this Article IX. Section 1. Definitions For the purposes of this Article IX, “agent” means any person who is or was a director, officer, employee, or other agent of the Organization, or is or was serving at the request of the Organization as a director, officer, employee, or agent of another trust, or other enterprise; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification. Section 2. Indemnification in Actions by Third Parties The Organization shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the Organization, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Organization and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Organization or that the person had reasonable cause to believe that the person’s conduct was unlawful. Section 3. Required Determinations Any indemnification under this Article IX shall be made by the Organization only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article IX, by a majority vote of the Board of Directors.
Section 4. Insurance The Organization shall have power to purchase and maintain insurance on behalf of any agent of the Organization against any liability asserted against or incurred by an agent of the Organization. Article X. Amendment of By-Laws Section 1. Amendments A. The By-Laws may be adopted, amended or rescinded at any duly announced election with a majority vote of the entire membership. B. Proposed amendments, alterations or repeals may be submitted for a vote of the membership by a two-thirds (2/3) vote of the Board of Directors. C. The Nominations & Elections Committee must mail proposed amendments or modifications to the membership, along with a summary of changes by the General Counsel, no later than fifteen (15) days prior to the election.
D. Approved amendments shall be reported to the National Organization and shall be subjected to approval of the National Board. Section 2. Interpretation A. Any interpretation, disputes or other issue as to the intent of these by-laws shall be decided by the General Counsel in consultation with the Board of Directors, except as related to election By-Laws as stated in Article VI, Section 4 of these By-Laws. Article XI. Dissolution of the Organization In the event of dissolution of the Organization, all the remaining assets and property of the Organization shall, after necessary expenses thereof, be distributed to the National Organization and in the event of a demise of the National Organization, to such organization as shall be qualified under Section 501(c)3 of the Internal Revenue Code 1954 as amended.
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