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BYLAWS OF South Bay Taiwanese Association of Northern California
Proposed by the SBTA Board
A CALIFORNIA NONPROFIT PUBLIC BENFIT CORPORATION |
ARTICLE 1: NAME AND OFFICES
SECTION 1. NAME
The name of this corporation is South Bay Taiwanese Association of Northern California (SBTA-NC).
SECTION 2. PRINCIPAL OFFICE
The principal office of the corporation is located at 4413 Fortran Court, San Jose, CA 95134 in Santa Clara County, California.
SECTION 3. CHANGE OF ADDRESS The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.
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SECTION 4. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE 2: PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
- To build and strengthen fellowship among Taiwanese Americans living in South Bay area of Northern California,
- To help elevate the status of the Taiwanese Americans and strive for their entitled benefits in the U.S.,
- To maintain the human rights and its interest of Taiwanese Americans, and
- To promote the Taiwanese culture and enhance the inter-culture exchange between Taiwan and the U.S.
ARTICLE 3: MEMBERS
SECTION 1. TYPES OF MEMBERS
The corporation shall have three types of members that include Basic Members, Permanent Members, and Supporting Members, hereby collectively called Members.
SECTION 2. QUALIFICATIONS OF MEMBERS
- Basic Member : Taiwanese living in South Bay Area of Northern California, who is 18 years old or older and agrees to abide the Bylaws of this corporation, may apply for a basic membership.
- Permanent Member: A basic member who pay a lump sum amount of due specified by the Board of Directors is granted permanent status of membership. A member who has been a basic member for three years, if he or she wishes, may convert to permanent status of membership by paying a specified amount of due set by the Board.
Both Basic member and Permanent member are eligible to vote .
- Supporting Member : the Friends of Taiwanese who has desire to participate in the activities held by the corporation but has not formally agreed to abide the Bylaws of the corporation, and recommended by two basic members may apply for a supporting membership.
SECTION 3. ADMISSION OF MEMBERS
Applicants shall submit the application for membership in writing. The application and admission of the membership shall be approved by the Board of Directors. Any decision shall be ratified by the two thirds majority vote of the Board..
SECTION 4. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
SECTION 5. DUTIES AND OBLIGATIONS OF MEMBERS
- All members must pay annual fee each year, the annual fee is decided by the Board of Directors.
- The Basic Member, who joins this association for over three (3) months, has the right of motioning, and voting. The Basic Member who joins this association for over one year is eligible as a candidate for offices. .
SECTION 6. TERMINATION OF MEMBERSHIP
- Causes of Termination
A membership shall terminate on occurrence of any of the following events:
- resignation of the member, on reasonable notice to the corporation;
- occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
- expulsion of the member under the following provisions of this article based on the good faith determination by the Board, or a committee or person authorized by the Board to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
- Procedure for Expulsion
Following the determination that a member should be expelled under the previous provisions of this section, the following procedure shall be implemented:
- The member shall be given 30 days prior notice of the proposed expulsion and the reasons for the proposed expulsion. Notice shall be given by any reasonably calculated method to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the corporation's records.
- The member shall be given an opportunity to be heard, either orally or in writing, at least
10 days before the effective date of the proposed expulsion. The hearing shall be held, or
the written statement considered, by the Board or by a committee or person authorized by
the Board to determine whether the expulsion should take place.
- e Board, committee, or person shall decide whether or not the member shall be
expelled or sanctioned in some other way. The decision of the Board, committee, or
person shall be final.
ARTICLE 4: GENERAL ASSEMBLY OF MEMBERS
SECTION 1. POWER
The General Assembly of Members is the highest authority for resolution of the Organization..
SECTION 2. ANNUAL MEETING
The General Assembly of Members must be held once a year. A special General Assembly of
Members may be held upon petitioning by at least one-third of Basic Members.
SECTION 3. PLACE OF MEETING
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 4. QUORUM FOR MEETING
The presence of not less than fifty percent (50%) of the basic members shall constitute a quorum
and shall be necessary to conduct the business of this Organization.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of
law, no business shall be considered by the General Assembly of Members at any meeting at
which the required quorum is not present, and the only motion which the Chair shall entertain at
such meeting is a motion to adjourn.
SECTION 5. RESOLUTION
Any resolution decided by two thirds of votes by the Members present at a meeting of General
Assembly of Members shall be duly held and is the resolution of the General Assembly of
Members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a
greater percentage or different voting rules for approval of a matter by the General Assembly of
Members.
ARTICLE 5: DIRECTORS
SECTION 1. ORGANIZATION
The Board of Directors of this corporation shall consist of seven Directors, including the
President, the Vice President..
SECTION 2. QUALIFICATIONS
The Basic Member who joins this corporation for over one year is eligible as a candidate for the
Director.
- Term
The term of the Directors is two years; that of President and Vice President is one year. The term
is from October 1 through September 30' of next year. For President and Vice President, the term
may be extended for one more year if re-elected. The Directors may serve another term if reelected.
- Election
- The nomination date for Directors is set to be in July. The candidacies are to be
announced in August and the election is held at the annual meeting of General Assembly
of members.
- Rules of Nomination: Any members of the Board may nominate the candidates for the
ensuing year, subject to the majority vote of the Board. The candidates can also be
nominated by cosigning of 15 or more Basic Members. All nominees must agree to be the
candidates.
- Rules of Election:
- At the annual members meeting shall adopt anonymous ballot to elect the
Directors. The President shall be elected by the new team of Board of Directors
at the same time during the annual meeting. The Vice President shall be elected
by the Board of Directors during the first Board meeting of the new term. The
Vice President shall be the candidate for the presidency the next term . The Board
of Directors may revoke the candidacy of the Vice President when sufficient
cause exists . The Board then shall elect, by a majority vote, a new Vice
President from the senior Directors.
- Alternate Directors: The candidates who are not elected as the Directors may
become the Alternate Directors in the order of balloting counts.
- The voting power is limited to the members who are present at the annual
meeting of General Assembly of members. There is no proxy voting.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
- appoint and remove, employ and discharge, and, except as otherwise provided in these
Bylaws, prescribe the duties and fix the compensation, if any, of Non-Director officers, agents
and employees of the corporation. The Board may propose, by a majority of vote, for removal of
President who has failed in a material and serious degree to observe the rules of conduct of the
corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and
interests of the corporation. The removal is approved with over two thirds of Basic members
present at the meeting of General Assembly of members;
- In the event of unforeseeable controversial issue causes an irreconcilable fissure between the
president and majority of the Board of Directors, the Board also have proven the fiduciary trust
bond is no honored repeatedly, the Board may demand the president voluntarily relinquish the
position of president and serve as a director.
- supervise all officers, agents and employees of the corporation to assure that their duties are
performed properly;
- meet at such times and places as required by these Bylaws; and
(f) register their addresses with the Secretary of the corporation, and notices of meetings mailed
or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 4. REMOVAL AND RESIGNATION
Any Director including President and Vice President who has failed in a material and serious
degree to observe the rules of conduct of the corporation, or has engaged in conduct materially
and seriously prejudicial to the purposes and interests of the corporation may be removed by the
general Assembly of members, at any time upon petitioning by at least one-third of basic
members. The meeting notice shall be sent out by the Board within 10 days upon receiving such
request. The meeting of General Assembly of members shall be held within 30 days thereafter.
The removal is approved with over two thirds of Basic members present at the meeting of
General Assembly of members.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any
Director shall be filled by the Alternate Directors. In the event that an Alternate Directors are not
available, such vacancy shall be appointed by the President, subject to a vote of majority of the
remaining Board members, to serve the balance of the term until such time as the General
Assembly of Members shall fill the vacancy.
SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable fee may be paid to Directors
for attending regular and special meetings of the Board. In addition, they shall be allowed
reasonable advancement or reimbursement of expenses incurred in the performance of their
duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the
Board or at such other place as may be designated from time to time by resolution of the Board
of Directors.
SECTION 8. REGULAR MEETINGS
The Board of Directors may hold regular meetings at such time and place as the Board may fix
from time to time.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Secretary
General, or, by a vote of majority of the Board members, if different, by the persons specifically
authorized under the laws of this state to call special meetings of the Board. Such meetings shall
be held at the principal office of the corporation or, if different, at the place designated by the
person or persons calling the special meeting.
SECTION 10. QUORUM FOR MEETINGS
A quorum shall consist of majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of
law, no business shall be considered by the Board at any meeting at which the required quorum
is not present, and the only motion which the Chair shall entertain at such meeting is a motion to
adjourn.
SECTION 11. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held
at which a quorum is present is the act of the Board of Directors, unless the Articles of
Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting
rules for approval of a matter by the Board.
SECTION 12. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the corporation or,
in his or her absence, by Vice President, or by a Chairperson chosen by a majority of the
Directors present at the meeting. The Secretary General of the corporation shall act as secretary
of all meetings of the Board, provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by §Roberts Rules of Order, as such rules may be revised from
time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
SECTION 13. NON-LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the
corporation.
SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and officers of the corporation shall be indemnified by the corporation to the
fullest extent permissible under the laws of this state.
SECTION 15. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt
a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the
corporation (including a Director, officer, employee or other agent of the corporation) against
liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's
status as such, whether or not the corporation would have the power to indemnify the agent
against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE 6: OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary General and a
Treasurer. The corporation may also have a Chairperson of the Board, or other officers as may be
determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Besides the President and Vice President, whose qualifications are specified in Section 2 of
Article 5, any member of this corporation may serve as an officer.
SECTION 3. TERM OF OFFICE
The term of the officers is one year unless specified by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
President and Vice President may be removed by the General Assembly of Members or proposed
to be removed by the Board (see Article 5, Section 3-b) when sufficient cause exists for such
removal. Other officer may be removed by the Board when sufficient cause exists for such
removal. Any officer may resign at any time by giving written notice to the Board of Directors or
to the President or Secretary of the corporation. Any such resignation shall take effect at the date
of 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
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any
officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than
that of President, such vacancy may be filled temporarily by appointment by the President until
such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed
at the discretion of the Board may or may not be filled as the Board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President 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, or by these Bylaws, or which may be prescribed from time to time by the Board of
Directors. Unless another person is specifically appointed as Chairperson of the Board of
Directors, the President shall preside at all meetings of the Board of Directors and 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.
SECTION 7. DUTIES OF VICE PRESIDENT
The Vice President is to perform the duties of the President described in Section 6 when the
President is unavailable or becomes incapable.
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 these
Bylaws as amended or otherwise altered to date;
- keep at the principal office of the corporation or at such other place as the Board may
determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of
committees of Directors and of members, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names of those present
or represented at the meeting, and the proceedings thereof;
- 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 affix the seal, as authorized
by law or the provisions of these Bylaws, to duly executed documents of the corporation;
- keep at the principal office of the corporation a membership book containing the name and
address of each and any members, and, in the case where any membership has been terminated,
he or she shall record such fact in the membership book together with the date on which such
membership ceased;
- exhibit at all reasonable times to any Director of the corporation, or to his or her agent or
attorney, on request therefore, the Bylaws, the membership book, and the minutes of the
proceedings of the Directors of the corporation; and
- 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, 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
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 Board of Directors;
- 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
Board of Directors, 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;
- exhibit at all reasonable times the books of account and financial records to any Director of
the corporation, or to his or her agent or attorney, on request therefore;
- Render to the President and Directors, whenever requested, an account of any or all of his or
her transactions as Treasurer and of the financial condition of the corporation;
- Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements
to be included in any required reports; and
- 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
Officers shall serve without compensation. They shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their duties.
ARTICLE 7: COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors then in office, designate three or
more of its members (who may also be serving as officers of this corporation) to constitute an
Executive Committee any of the powers and authority of the Board in the management of the
business and affairs of the corporation, to the extent permitted, and except as may otherwise be
provided, by provisions of law.
By a majority vote of its members, the Board may at any time revoke or modify any or all of the
Executive Committee authority so delegated, increase or decrease but not below three the
number of the members of the Executive Committee, and fill vacancies on the Executive
Committee from the members of the Board. The Executive Committee shall keep regular
minutes of its proceedings, cause them to be filed with the corporate records, and report the same
to the Board from time to time as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by
resolution of the Board of Directors. These committees may consist of persons who are not also
members of the Board and shall act in an advisory capacity to the Board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance
with the provisions of these Bylaws concerning meetings of the Board of Directors, with such
changes in the context of such Bylaw provisions as are necessary to substitute the committee and
its members for the Board of Directors and its members, except that the time for regular and
special meetings of committees may be fixed by resolution of the Board of Directors or by the
committee. The Board of Directors may also adopt rules and regulations pertaining to the
conduct of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.
ARTICLE 8: CORPORATE RECORDS, REPORTS AND SEALM
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
- minutes of all meetings of Directors, committees of the Board and, if this corporation has
members, of all meetings of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names of those present and the
proceedings thereof;
- adequate and correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and
losses;
- a record of its members, if any, indicating their names and addresses and, if applicable, the
class of membership held by each member and the termination date of any membership; and
(d) a copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which
shall be open to inspection by the members, if any, of the corporation at all reasonable times
during office hours.
ARTICLE 9: AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
- Subject to the power of the members of this corporation to adopt, amend or repeal the Bylaws
of this corporation and except as may otherwise be specified under provisions of law, these
Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by
approval of over two third of Basic Members present at the meeting of General Assembly of
members.
- The amendment proposal may be petitioned by at least one third of the Basic Members. After
the verification of membership status and authentication of member signatures, the proposed
amendment shall be notified by mail and/or electronic mail to the members within 10 business days.
The special meeting of General Assembly of members should be held within 30 days after mail
notification to members.
- The Board of Directors may propose to amend the Bylaws of this corporation. The proposed
amendment shall be notified by mail and/or electronic mail to the members within 10 business days.
The special meeting of General Assembly of members should be held within 30 days after mail
notification to members.
- The approved amended Bylaws shall be effective immediately except the Grandfather Rules
apply to the election of President and Board of Directors.
- The Amendment shall be approved by Internal Revenue Service .and made public at SBTA-NC
website and made available to Basic Members upon request.
ARTICLE 10: CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation
of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for
any reason, the remaining provisions and portions of these Bylaws shall be unaffected. All
references in these Bylaws to the Articles of Incorporation shall be to the Articles of
Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter,
Corporate Charter, or other founding document of this corporation filed with an office of this
state and used to establish the legal existence of this corporation.
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