ARTICLE I: NAME
The name of this corporation shall be
"Blue Lotus Group".
ARTICLE II: OFFICES
The principal office of the corporation for the transaction of its business is located in Alameda County, California.
Section 2: Change of Address
The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county.
Section 3: Other Offices
The corporation may also have office at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
1) To promote mutual assistance among the Vietnamese community through enhancement of career development and social welfare
2) To preserve and enrich the Vietnamese cultural heritage and to promote cross-cultural interaction between the Vietnamese Community and American and other cultures
3) To secure and protect the rights and benefits of the Vietnamese living outside their homeland
4) To support the struggle for human rights of the Vietnamese people in their own country and abroad
5) To cooperate with other Vietnamese associations in unified actions for the benefits of the Vietnamese communities
6) To foster mutual understanding and cooperation between the Vietnamese and other Indochinese of minority communities and the rest of American society
The corporation shall have four classes of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions.
Section 2: Qualifications of Members
Any person who subscribes to the objectives and purposes of this corporation as specified in the Articles of Incorporation and Bylaws is qualified to become a member of this
Section 3: Admission of Members
Applicants shall be admitted to membership on the recommendations of existing active members subject to final approval by the Board of Directors of the corporation.
Section 4: Dues and Assessments
(b) Memberships shall be nonassessable.
(c) Dues may be lowered or waived at the discretion of the Executive Committee.
There is no limit on the number of members of the corporation.
Section 6: Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 7: Nonstransferability of Membership
No member may transfer for value a membership or any right arising therefrom. All rights of membership cease upon the member's death or termination of membership as herein
Section 8: Termination of Membership
(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests and purposes of the corporation.
(3) Upon a failure to renew his or her membership by paying dues on or before their due date such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary General of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written notification of delinquency.
(2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at the hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed evaluation.
(3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
There shall be four classes of members of this corporation.The first class of members shall be known as active, voting members; the other classes of members shall be known respectively as Associate Members, Honorary Members, and Junior Members and shall have no vote. The designation and qualifications of the members shall be as follows:
(b) Associate members shall be the persons who has shown interest and involvement in the goals of the corporation and make to this corporation but who do not actively participate in the affairs of the corporation.
(c) Honorary members shall be the persons who make outstanding contributions to the corporation and are honored by the corporation. Honorary members shall he nominated by the corporation's Executive Committee and selected by the Board of Directors.
(d) Junior members shall be the persons who are under the age of 18 but actively participate in the affairs of the corporation.
A roster of the members of the corporation shall be kept by the Secretary General of the corporation. Termination of the membership of any membership of any member shall be recorded in the book, together with the date of termination of such membership.
Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 2: Annual, General, and other Meetings
The members shall meet annually for the purpose of electing Directors and transacting other business as may come before the meeting. This annual meeting of members for the purpose of electing Directors shall be deemed an annual general meeting and any reference in these Bylaws to annual general meetings of members refers to this annual meeting. Other meetings of the members may be held from time to time as may be determined by the Board of Directors.
Section 3: Special Meetings of Members
(b) Notice of Meetings Called by Members: If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraph to the Chairman of the Board, President, Vice President or Secretary General of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be hold, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.
(c) Waiver of Notice of Meetingss The transactions of any meeting of members, 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 quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present either in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in sub-paragraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.
(d) Special Notice Rules for Approving Certain Proposals: If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
(2) Filling of vacancies on the Board by the members;
(3) Amending the Articles of Incorporation and/or Bylaws; and
(4) An election to voluntarily wind up and dissolve the corporation.
A quorum shall consist of one-half of the voting members of the corporation.
The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.
Section 6: Majority Action as Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of this corporation, or these Bylaws require a greater number.
Section 7: Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote, unless, determined otherwise by a majority of the members present at the meeting. Election of Directors, however, shall be by ballot.
Section 8: Proxy Voting
Members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary General of the corporation, provided, however, that no proxy shall be valid after one (1) month from the date of its execution unless otherwise provided in the proxy. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613(b) of the California Corporation Code.
Section 9: Conduct of Meetings
Meetings of members shall be presided over by the Chairman of the Board, or, if there is no Chairman, by the Vice-Chairman of the Board or, in his or her absence, by the President of the corporation or, in the absence of all of these persons, by a Chairman chosen by a majority of the voting members, present in person or by proxy.
Section 10: Reasonable Nomination and Election Procedures
This corporation shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be
reasonable given the nature, size and operations of the corporation, and shall include:
(b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.
(c) A reasonable opportunity for all nominees to solicit votes.
(d) A reasonable opportunity for all members to choose among the nominees.
The corporation shall have not more than 24 Directors and collectively shall be known as the Board of Directors. The number may be changed by amendment of these Bylaws, or by repeal of these Bylaws, as provided in these Bylaws.
Section 2: Election
Directors shall be elected at the Annual General Meeting in accordance with the provisions of section 6 under this article.
Section 3: Powers
(b) The Board of Directors shall exercise their powers and duties by establishing the general policies of the corporation, by vesting in the Executive Committee the active direction and management of the business and affairs of the corporation and by requiring of the Executive Committee proper reports pertaining to the activities and conditions of the corporation.
(c) The power to interpret the Articles of Incorporation and the Bylaws of the Corporation shall rest with the Board of Directors.
The Board of Directors shall elect the Chairperson and the Vice-Chairperson for a term of one year. The Chairperson shall preside at all meetings of the Board and shall oversee
the activities of the Board and act as the Board's spokesman. The Vice-Chairperson shall perform all duties of the Chairperson during the latter's absence, and, so acting, shall
have all the powers prescribed for the Chairperson. The Board may elect such other board officers, as it shall deem desirable, such officers to have the authority and perform the
duties prescribed, from time to time, by the Board of Directors.
Section 5: Duties
It shall be the duty of the Directors to:
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.
(c) Meet at such times and places as required by these Bylaws.
(d) Register their addresses with the Secretary General of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Except as provided below for the initial terms of the first directors, the terms of office of each director of this corporation shall be three (3) years or until his/her successor is elected. Successors for directors whose terms of office are then expiring shall be elected at the annual meeting of the members in the year such terms expire. A director may succeed him/herself in office.
At the organizational meeting of the first directors of this corporation, the directors shall, by lot, classify themselves into three groups. The first group shall consist of one third of the directors whose initial term of office shall be one year. The second group shall consist of one third of the directors whose initial term of office shall be two years. The third group shall consist of the remaining directors whose term of office shall be three years. This classification and the short initial terms are for the purpose of providing for the election of one third of the Board of Directors in each year.
Section 7: Compensation
Directors shall serve without compensation except that they may be allowed and paid their actual and necessary expenses incurred in attending Director meetings. In addition, they
may be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
Section 8: Restriction regarding Interested Directors
Notwithstanding any other provision of these Bylaws, not more than forty nine percent (494) of the persons serving on theBoard may be interested persons. For purposes of this Section "interested persons" means either.
(b) 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.
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been
designated from time to time by resolution of the Board of Directors.
Section 10: Regular and Annual Meetings
Regular meetings of Directors shall be held at least once every quarter.
Section 11: Special Meetings
Special meeting of the Board of Directors may be called by the Chairman of the Board, or by a majority of directors, and such meetings shall be held at the place, within or without
the State of California, designated by the person or persons calling the meeting, and in the absence of such designated, at the principal office of the corporation.
Section 12: Notice of Meetings
Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours'
notice delivered personally or by telephone or telegraph.
Section 13: Waiver of Notice and Consent to holding Meetings
The transactions of any meeting the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meetings each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 14: Quorum for Meetings
A quorum shall consist of two-thirds of the Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at
which a quorum, as hereinafter defined, is not present.
The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting
due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
Section 15: Majority Action as Board Action
Every act or decision done or made by a majority of the Directors present at the meeting duly held at which a quorum is present is the act of the Board of Directors, unless the
Articles of Incorporation or Bylaws of this corporation, or provisions of the California Non-profit Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.
Section 16: Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or if no such person-has been so designated or, in his or her absence, by the Vice-Chair of the corporation or, in the absence of each of these persons, by a Chairman chosen by a majority of the Directors present at the meeting.
Section 17: Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.
Directors may be removed for cause by vote of a majority (754) of the votes represented at a membership meeting at which a quorum is present.
Any Director may resign effective upon giving written notice to the Chairman of the Board.
Vacancies on the Board may be filled by a majority of Directors then in office, subject to the approval of the members at the next regular meeting.
A person elected to fill a vacancy as provided in this Section shall hold office until the end of the unexpired term, or until his or her death, resignation, or removal from office.
Section 18: Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
The Executive officers of this corporation shall consist of a President, a Vice-President, a Secretary General, a Treasurer and a number of subcommittee Commissioners. The
corporation may also have, as determined by the Executive Committee, other officers. Any number of offices may be held by the same person except that neither the Vice-President nor the Secretary General may serve concurrently as the President of the Executive Committee.
Section 2: Qualification, Election, and Term of Office
Any person may serve as Executive Officer of this corporation except that the President shall be a board member other than the Board Chairperson to be elected by the Board of Directors. All other Executive officers shall be nominated by the President, subject to confirmation by the Board of Directors.Officers shall hold office for a term of one (1) year.
Section 3: Subordinate Officers
The Executive Committee may appoint such other junior officers or agents as it may deem desirable, and such officers shall serve such term, have such authority, and perform such duties as may be prescribed from time to time by the Executive Committee.
Section 4: Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the President of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5: Vacancies
Vacancy of the office of President shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy shall be filled by appointment by the President, subject to confirmation by the Board. Vacancies occurring in offices of officers appointed at the discretion of the Executive Committee may or may not be filled as the Executive Committee shall determined.
Section 6: Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. He or she shall preside at all meetings of the Executive Committee. If applicable, the President shall preside at all meetings of the members. Except as otherwise
expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts,
checks, or other instruments which may from time to time be authorized by the Board of Directors. The president shall supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
Section 7: Duties of Vice-President
In the absence of the President, or in the event of his or her inability to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors, or as may be assigned by the President.
Section 8: Duties of Secretary General
The Secretary General shall:
Certify and keep at the principal office of the corporation the original or a copy of the Articles of Incorporation and of the Bylaws as amended or otherwise altered to date.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.
Serve as acting President in the absence of the President and Vice-President. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of Directors.
Section 9: Duties of Treasurer
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds", the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks,
trust companies, or other depositories as shall be selected by the Executive Committee.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse or cause to be disbursed the funds of the corporation as may be directed by the Executive Committee, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
Report to the Board, the Executive Committee, or the general assembly of membership as required. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 10: Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he or she is also Director of the corporation, provided, however, that such compensation paid a Director of serving as an officer of this corporation shall
only be allowed if permitted under the provisions of Article 6, Section 8, of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable
and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purposes of this corporation.
There shall be eight (8) sub-committees:
2. Economics and Finance
3. Human Services
4. Education and Culture
7. Communication and Publicity
The corporation shall have such other special and ad hoc sub-committees as may from time to time be designated by the Executive Committee.
The President shall be an ex officio member of all the sub-committees. The designation, function, and objectives of the standing sub-committees shall be as follows:
1. Research & Planning Sub-Committee
An Advisory Council may be appointed by the Board of Directors upon the recommendation of the President.
The Advisory Council shall serve in an advisory capacity to the Executive Committee.
A nominating committee of three, selected and appointed by the Board of Directors, shall prepare a slate of candidates for membership on the Board of Directors. The Secretary General shall be responsible for preparing and mailing to the membership a ballot with the slate proposed and space for write-in candidates.
The Board of Directors shall appoint three judges of election whose duty shall be to supervise the election and report the results to the Board of Directors.
Election shall be by a simple majority of the members voting or a plurality in case of three or more candidates. Should a tie vote occur, the judges of election shall cast lots and certify as elected the person or persons on whom the selection falls.
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by Law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
Subject to any provision of low applicable to the amendment of Bylaws of public benefit non-prof it corporation, these Bylaws may be altered, amended, or repealed as follows:
(b) Amendment shall be adopted by a two-third (2/3) vote of all voting members at a regular meeting.
This corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation.
Chapters are required, as a minimum, to carry out the following activities:
(b) File a work plan of proposed activities with the Executive for approval.
(c) Hold periodic elections and ensure that officers are selected in accordance with the provisions of the approved chapter constitution.
(c) Submit an annual report to the Executive Committee on the chapter's status and activities.