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Nepalese Children's Education Fund | |||||||
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Bylaws
NAME AND PURPOSES Section 1.01. Name. The name of the organization is Nepalese Children's Education Fund, Inc. Section 1.02. Purpose. The corporation is organized exclusively for charitable purpose to develop the potential of disadvantaged Nepalese children through education. The functions and purposes of the corporation include the following: 1. Identify Nepalese children who need help that their families are unable to provide. Place the children in school in Nepal and provide them with textbooks and supplies. 2. Maintain a regular contact with the children and their parents to assist in the development of the child. 3. Document the progress of the organization and the children sponsored by the organization using newsletters, magazines and articles. Maintain the website on the Internet at http://www.nepalchildren.org. 4. To acquire and administer funds and property which, after the payment of necessary expenses, shall be devoted exclusively to charitable and educational purposes; and any other such use which furthers the charitable and educational purposes of the organization. 5. To conduct meetings, maintain records and in general, to engage in the business described in these by-laws. MEMBERS Section 2.01. Classes. There shall be one class of members, other than the board of directors. Section 2.02. Qualifications. Membership may be granted to any individual or corporation that supports the mission and purposes of the organization as set by the Board of Directors. Membership must be approved by at least two members of the board. Members shall have no voting rights. Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership. Failing to renew membership when a renewal notice is sent shall also terminate the membership. Section 2.04. Resignation. Any member may resign by filing a written resignation with the Secretary. Section 2.05. Meetings. The annual membership meeting shall be held in June each year. A minimum of 10% of the members present in person or by proxy shall constitute a quorum for transaction of business at a membership meeting. Meetings may be called by the Chairperson or at the request of at least 10% of the members by notice emailed, mailed, telephoned, or telegraphed to each member not less than fifteen (15) days before such meeting. AUTHORITY AND DUTIES OF DIRECTORS Section 3.01. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law. Section 3.02. Number, Selection, Termination and Tenure. The Board shall consist of not less than three (3) directors and not more than ten (10) directors. Each director shall hold office for a term of one (1) year. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. A director elected to fill a vacancy shall be elected for the unexpired term of that directors predecessor in office. Directors shallbe elected by a majority vote of directors at the regular meeting (as described in section 3.04). A director may be expelled from the board by a two-thirds vote of the directors at aon. Section 3.11. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation's business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore. Section 3.12. Decisions. Any mention in this document of a decision made by the board of directors may be decided by consensus or a majority vote unless otherwise stated. AUTHORITY AND DUTIES OF OFFICERS Section 4.01. Officers. The officers of the Corporation shall be a President, a Vice-President, a Treasurer, a Secretary and such other officers as the Board of Directors may designate. Any two (2) or more offices may be held by the same person, except the offices of President, Secretary and Treasurer. Section 4.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors, but shall not exceed one (1) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment. Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification. Section 4.04. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board's judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4.05. President. The President shall be a director of the Corporation and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors. Section 4.06. Vice-President. The Vice-President shall be a director of the Corporation and will preside at meetings of the Board of Directors in the absence of or by request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors. Section 4.07. Secretary The Secretary shall be a director of the Corporation and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. The Secretary shall perform such other duties as may be assigned by the Board of Directors. Section 4.08. Treasurer The Treasurer shall be a director of the Corporation and keep all financial records for the Corporation, and shall work closely with any paid executive staff of the Corporation to ascertain that appropriate procedures are being followed in the financial affairs of the Corporation, and shall perform such other duties as may be assigned by the Board of Directors. Section 4.09. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board. INDEMNIFICATION Every member of the Board of Directors, officer, members or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, member, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled. ADVISORY BOARDS AND COMMITTEES Section 6.01. Establishment. The Board of Directors may establish one or more Advisory Boards or Committees. Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors. FINANCIAL ADMINISTRATION Section 7.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 - December 31 but may be changed by resolution of the Board of Directors. Section 7.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board. Section 7.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation. Section 7.0. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code. BOOKS, RECORDS and DOCUMENTATION Section 8.01. Financial records Correct books accounting the activities and transactions of the Corporation shall be kept by the Treasurer. The Treasurer shall prepare a financial report every three months. The report shall be submitted to the board within one month of the end of the quarter. An official copy of this report shall be kept at the office of the Corporation. Section 8.02. Corporate records The secretary shall keep a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors. Record of all the legal and official affairs of the corporation shall be kept in that book. Section 8.03. Scholarship award and administration records The secretary shall archive selected applications for each year for up to five years. For each year, the book shall also contain the selection criteria used for selection, a record of the voting procedure and the final vote count for each application. Section 8.04. Documentation of selection criteria On its website, the corporation shall document the selection criteria it uses to select from scholarship applications. The members of the committee delegated by the board to select the students is responsible for maintaining the spirit of the selection criteria in any cases not specified precisely by the criteria. Changes to the selection criteria shall require a vote of 2/3 of the Board of Directors. The criteria shall not be changed during the application consideration period specified by the selection criteria. AMENDMENT OF BYLAWS These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.
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[Privacy Statement]
NCEF is a 501 (c) (3) charitable organization. |