|
BYLAWS
Article1. Name, Office and Seal
Section1. 1. Name of the Corporation
The name of this corporation is Cambodian Women Health Organization, CWHO in
abbreviation, herein and thereafter referred to as the Corporation.
Section1. 2. Registered Office
The registered and principal office of the Corporation is located at:
3716 Pacific Ave. Suite H
Tacoma, WA 98418
Section1. 3. Corporate Seal
The corporate seal of the Corporation shall have inscribed thereon the name of
the Corporation and the year and place of incorporation.
Article2. Purpose
As set forth in the Articles of Incorporation, this Corporation is formed for
charitable, cultural, educational and religious purposes. Specifically this
Corporation will raise funds to build and operate a Women Health Center to
develop and provide health services to Women and Infants
Article3. Membership
Section3. 1. Members
This Corporation is a service organization and as such do not have members
other those honorary founding members.
Section3. 2. Qualifications for Membership
In order to qualify for honorary founding membership, a member shall meet the
requirements adopted by the Board and pay the membership contribution.
Article4. Board of Directors
Section4. 1. Powers
The powers of managing the affairs of the Corporation shall be vested in the
Board of Directors. The Board of Directors may delegate all or part of its
powers to the officers of the Corporation or other employees of the Corporation
as it deems necessary to achieve the goals and objectives of the Corporation.
Section4. 2. Number, Term
The Board of Directors shall consist of no less than 7 or more than 15 members,
the specific number to be set by resolution of the Board. A Director shall
serve a renewable 4-year term.
Section4. 3. Initial Directors
The initial Directors named in the Articles of Incorporation shall serve until
the next annual meeting or successors are qualified.
Section4. 4. Resignation
Any Director may resign at any time by delivering written notice to the
President or the Secretary at the registered office of the corporation, or by
giving oral or written notice to any meeting of the Directors. Any such
resignation shall take effect at the time specified therein.
Section4. 5. Removal
At a meeting of members called expressly for that purpose, one or more
Directors may be removed from office, with cause, by two-thirds of the votes
cast by members then entitled to vote represented in person or by proxy at a
meeting of members at which a quorum is present.
Section4. 6. Vacancies
A vacancy in the position of Director may be filled by the affirmative vote of
a majority of the remaining Directors though less than a quorum of the Board. A
Director who fills a vacancy shall serve for the remaining time in the term of
his or her predecessor in office. Candidate(s) for the vacant Director position
shall be presented by the Nominating Committee of the Corporation.
Section4. 7. Compensation
The members of the Board of Directors shall serve the Corporation on a
voluntary basis but may receive reimbursement for reasonable expenses incurred
on behalf of the Corporation and in performance of their duties.
Article5. Officers
Section5. 1. Number, Titles, and Qualifications
The officers of the corporation shall be a Chairperson, a Vice Chairperson, a
Secretary and a Treasurer, each of whom shall be elected by the Board. Other
assistant officers may be elected or appointed by the Board, such assistant
officers to hold office for such period, have such authority and perform such
duties as are provided by resolution of the Board.
Section5. 2. Election and Term of Office
The officers of the corporation shall be elected the Board of Directors and
serve a renewable 2-year term. Unless an officer dies, resigns, or is removed
from office, he or she shall hold office until the next annual meeting of the
Board or until his or her successor is elected.
Section5. 3. President
The Chairperson shall be the chief executive officer of the corporation and,
subject to the Board's control, shall supervise and control all the assets,
business and affairs, and the staff of the Corporation. The Chairperson shall
preside over meetings of the Board of Directors. The chairperson may sign
deeds, mortgages, contracts, or other instruments, except when the signing and
execution thereof have been expressly delegated by the Board to some other
officer of the Corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the
Chairperson shall perform all duties incident to the office of Chairperson of
the Board and such other duties as are assigned to him or her by the Board from
time to time.
Section5. 4. Vice Chairperson
In the event of the death of the Chairperson or his or her inability to act,
the Vice Chairperson shall perform the duties of the Chairperson, except as may
be limited by resolution of the Board, with all the powers of and subject to
all the restrictions upon the Chairperson. Vice Presidents shall have, to the
extent authorized by the President or the Board, the same powers as the
Chairperson to sign deeds, mortgages, bonds, contracts or other instruments.
Vice Chairperson shall perform such other duties as from time to time may be
assigned by the Chairperson of the Board.
Section5. 5. Secretary
The Secretary shall: (a) take and keep the minutes of meetings of the Board of
Directors and of Committees of the Board; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be the custodian of the corporate records of the corporation; (d) keep
records of the post office address of each member of the Board of Directors;
and (e) in general perform all duties incident to the office of the Secretary
and such other duties as from time to time may be assigned to him or her by the
Chairperson of the Board.
Section5. 6. Treasurer
The Treasurer shall have charge and custody of and be responsible for all the
funds and securities of the corporation; receive and give receipts for moneys
due and payable to the Corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in banks or trust companies selected
in accordance with the provisions of these Bylaws; and in general perform all
of the duties incident to the office of the Treasurer and such other duties as
from time to time may be assigned to him or her by the Chairperson of the
Board.
Article6. Committees
Section6. 1. Power to Establish Committees
The Board of Directors may, by resolution of the Board, designate an Executive
Committee, standing committees and other such committees as deems appropriate
and necessary.
Section6. 2. Executive Committee
6.2.1. There shall be an Executive Committee that shall
consist of the officers of the Board and the Chair of all committees of the
Board.
6.2.2. The Executive Committee shall have such authority of
the Board of Directors in the management of the business and affairs of the
corporation.
6.2.3. The designation and appointment of the Executive
Committee and delegation of authority thereto shall not operate to relieve the
Board of Directors, of any responsibility imposed upon them by law.
6.2.4. The Chairperson of the Board shall serve as
Chairperson of the Executive Committee.
6.2.5. The Executive Committee shall meet once a quarter or
as necessary.
Section6. 3. Nominating Committee
There shall be Nominating Committee appointed by the Board of Directors to make
recommendations to fill vacancies of the Board and facilitate the election of
officers. The Nominating Committee shall have a Chairperson and 2 members from
the Board.
Section6. 4. Finance Committee
There shall be a Finance Committee composed of the Treasurer as Chairperson and
3 other Board members. The Finance Committee shall be responsible for the
drafting of the corporation Budget and fundraising.
Section6. 5. Bylaws and Personnel Committee
The Bylaws and Personnel Committee shall include a Chairperson and 2 members.
The duties and responsibilities are to analyze and to update the Corporation's
Bylaws and Personnel Policy to ensure that they are in compliance with the
rules and regulations of the nonprofit corporations with 501©(3) status. The
Committee is also responsible for the development and update of the Corporation
organizational structure, job classification and staff salary structure.
Section6. 6. The Audit Committee
The Audit Committee is responsible for the internal audit of the finances and
other assets of the Corporation. The Audit Committee shall have a Chairperson
and a member. External audit shall be conducted if required by funding sources
and paid for by grant line item.
Article7. Meetings
Section7. 1. Annual Meeting
The annual meeting of the Corporation shall be held the____day of______in each
year for the purpose of electing Directors and transacting such other business
as may properly come before the meeting. If the annual meeting is not held on
the date designated therefore, the Board shall cause the meeting to be held as
soon thereafter as may be convenient.
Section7. 2. Regular Board Meetings
By resolution, the Board may specify the date, time, place for the holding of
regular meetings without other notice than such resolution.
Section7. 5. Special Meetings of the Board
Specials meetings of the Board may be called at the request of the Chairperson
or any 3 Directors.
Section7. 6. Place of Meetings
All meetings shall be held at the principal office of the Corporation or at
such other place designated by the Chairperson.
Section7. 7. Notice of Meetings
The Chairperson or the Secretary shall give notice of the meeting, either
personally or by mail, not less than 10 nor more than 15 days before the
meeting; written notice stating the place, date and time of the meeting, and
the purpose or purposes for which the meeting is called. If such notice is
mailed, it shall be deemed delivered when deposited in the official Post Office
properly addressed to the member of the Board at his or her address as it
appears on the records of the Corporation with postage thereon prepaid.
Section7. 8. Quorum
Simple majority of the members or of the Board, represented in person shall
constitute a quorum at a meeting of the Board or Committee. If there is
no quorum, the second meeting shall be called and no quorum shall be required
at that time. Proxy vote is not allowed.
Section7. 9. Meetings by Telephone
Members of the Board may participate in a meeting of members by means of a
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Article8. Administrative Provisions
Section8. 1. Books and Records
The Corporation shall keep at its principal or registered office copies of its
current Articles of Incorporation and Bylaws; correct and adequate records of
accounts and finances; minutes of all meetings; records of the name and address
of each member, officer and director. All books and records of the corporation
shall be open at any reasonable time to inspection by any member of six months
standing.
Section8. 2. Accounting Year
The accounting year of the corporation shall be twelve months ending December
31 in each year.
Section8. 3. Rules of Procedures
The rules of procedures at meetings of the Board and committees of Board shall
be rules contained in Roberts' Rules of Order on Parliamentary Procedure, so
far as applicable and when not inconsistent with these Bylaws, the Articles of
Incorporation or any resolution of the Board.
Section8. 4. Insurance
The Board of Directors shall have the power to purchase and maintain, at the
Corporation expense, insurance on behalf of the Corporation for the protection
of the members of the Board and the Corporation staff.
Article9. Dissolution
Section9. 1. Power to dissolve
This corporation may be dissolved by two third of the members entitled to vote
at a special meeting called for that purpose.
Section9. 2. Distribution of Assets
In the event of dissolution, the corporation's assets shall be distributed to
non-profit organization granted 501©(3) status.
Article10. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the vote of the majority of the number of Directors in office.
|
