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Note: The following text is a
transcription of the TACAS By-laws in its original form.
Items that are hyperlinked have since been amended.
ARTICLE 1
- NAME
The name of the corporation is Triangle Area
Chinese American Society, Incorporated.
ARTICLE II - OBJECTIVES
Triangle Area Chinese American Society, Inc. is a
non-political, non-profit, public education, cultural exchange and public
service organization. The purposes for which the corporation is formed are
(1) to conduct Chinese language schools in Wake, Orange and Durham
Counties, North Carolina, (2) to conduct or participate in public
discussion group, forums, lectures , or panels and to sponsor fine artist
performances or presentations, to promote the exchange of information
concerning the Chinese culture; (3) to conduct or participate in public
discussion groups, forums, lectures, or panels to assist new arrivals
including immigrants about the language and culture of the United States;
(4) to conduct or participate in fund raising activities the proceeds of
which shall be distributed exclusively to organizations that qualify as
exempt organizations under section
501(c) (30 of the Internal Revenue Code of 1954 (or the corresponding
provision of any future Unites States Internal Revenue Law); (5) to make
donations for the public welfare for religious, charitable, scientific or
education purposes.
ARTICLE
III - ORGANIZATION
The organization of the corporation shall be vested
in the voting members who shall elect from among themselves a Board of
Directors as provided hereinafter.
ARTICLE IV - GENERAL POWERS
In order to carry out its objects and purposes, the
corporation shall have full power and authority to purchase, leases, and
otherwise dispose of any and all kinds of property, real, personal, or
mixed, as the same shall be necessary or essential in the promotion of the
objectives set forth herein. The
corporation shall have full power to receive donations, bequests, devises,
and other forms of assistance from persons, firms, associations, or
corporations and to handle, manage, and use such funds or properties for
the uses and purposes for which the corporation is created; and to do any
other act or thing which is necessary, essential, or proper to carry out
the objects herein set forth.
ARTICLE V - BOARD OF DIRECTORS
Section 1. Membership,
Election, Term and Removal.
The
Board of Directors of the Corporation shall consist of not fewer than nine
(9) nor greater than fifteen (15) members, said number to be determined as
follows: The Board of
Directors shall consist of nine (9) members until membership in the
corporation reaches One Hundred Eighty (180)
persons, at which time one
additional member shall be elected to the Board of Directors, and one
additional member shall be elected to the Board of Directors for every
twenty (20) person increase in the general membership of the corporation
thereafter, until the Board of Directors consists of fifteen (15) members.
The Board of Directors shall consist of the four officers and
five
or more general members. There shall be one general member elected to
coordinate and oversee each of the following areas of responsibility:
- Education
- cultural exchange and educational programs
- Finance
- fund
raising and charity activities
- Publication
- publication of the monthly newsletter
- Membership
- encouragement of membership growth, orientation of
new members and maintenance and publication of the roster of members
- Youth Program -
coordination of educational and cultural programs for the children of
members
The Board of Directors shall be elected as follows:
The President-elect and general members shall be elected by ballot
at the annual meeting of members for the corporation from a slate of
candidates for each position. To be eligible as a candidate for election to
the Board of Directors, a member of the corporation must receive the
endorsement, in writing, of six (6) other members of the corporation. Election shall be by simple majority of the members present
at the annual meeting, and shall be for a term of one year.
General members may be re-elected for unlimited additional one-year
terms and may become candidates for the position of President-elect.
The position of President shall be filled each year by the person
who served as President-elect during the immediately preceding year.
Board members shall serve without compensation.
If the position of President becomes vacant prior to the annual
meeting, the President-elect shall immediately assume the position of
President and shall serve the remainder of the vacated term plus the term
which he or she would have served by reason of having been President-elect. If the position of President-elect becomes vacant, the Board
of Directors by simple majority, shall fill the vacancy from among its
members. The person elected to
fill such vacancy shall server for the remainder of the term only, and
shall not assume the position of president for the following term.
At the next annual meeting, the member of the corporation shall
elect a president in addition to, and in the same manner as, the election
of the President-elect and general Board members, and such President shall
serve a one year term. Vacancies
in general membership of the Board shall be filled
by majority vote of the Board from among the members of the
corporation for the remainder of the vacated term.
Requests for removal of any member of the Board of Directors shall
be presented to the Board in writing and signed by ten (10) members of the
corporation. Upon
receipt of such a request, the Board shall immediately call a special
meeting of the members of the corporation. At such meeting, the ten (10)
members who signed the written request shall present their request to the
members of the corporation in attendance.
The impeached party may then make a presentation of defense.
Upon completion of the presentations, the President (or
President-elect in the event the President has been impeached) shall put
the matter to the vote by ballot of the members in attendance.
Removal shall be by
vote of two-thirds (2/3) of the members in
attendance.
The vacancy created by the removal of a Board member in such fashion
shall be filled as stated herein above with the exception that the removed
member shall not be eligible to fill the vacancy.
Section 2. General
Powers.
The Board
of Directors shall be vested with the management the management of the
general affairs of the corporation and shall have full power and authority
to do all things reasonably necessary to the conduct of the affairs and
operations of the corporation. The
Board of Directors shall have the power to employ and/or dismiss such
professional and clerical personnel as shall become necessary and proper to
carry out the purpose and objectives or other compensation and expense of
such personnel.
The Board of Directors is further empowered to negotiate and
conclude leases and make other provisions for the establishment and
maintenance of the purposes and objectives of this non-profit corporation.
The Board is authorized to borrow money, sign notes and other bills
of exchange, and is in general, vested with such powers as are specifically
granted to the Boards of Directors of corporations under Chapter 55A of the
General Statutes of North Carolina.
Section 3. Special
Meetings.
Special meetings of the Board of Directors may be held at anytime
upon call of the President, Vice-President, or
any five (50 members of the
Board of Directors; such meeting shall be called by written notice given at
least five (5) days prior to the date of such meeting, which notice shall
state the purpose of such meeting and the business to be transacted.
Section 4. Regular
Meetings.
The Board of Directors shall meet regularly once a month and/or at
the call of the President.
Section 5. Annual
Meetings.
The annual meeting of the Board of Directors shall be held in any
city or town in Wake, Orange, or Durham County, North Carolina, designated
by the Board of
Directors, and at any location designated by the Board of
Directors, and at any location designated by the Board of Directors, on the
first Saturday of October each year.
Section 6. Notice
of Meetings.
With the exception of Special Meetings as provided herein, the
notice of time, place, and purpose of each meeting shall be given in
writing, mailed to each member at the last recorded address, at least seven
(7) days prior to the appointed time for such meeting.
Section 7. Quorum.
Two-thirds (2/3) of the members of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
Board.
ARTICLE VI - OFFICERS
Section 1.
The
Officers of the corporation shall be a President, Vice-President,
Secretary, and Treasurer.
Section 2.
The
officers shall be elected annually as herein provided and shall enter upon
their official duties on the first Saturday of October each year and shall
serve for a term of one (1) year or until their successor shall be duly
elected and qualified.
Section 3.
The
duties of the officers shall be as follows:
- President - The President shall preside at the meetings of the members of the
corporation and the Board of
Directors, and shall at any meetings and at
such times as he may deem proper, make such recommendations as may, in his
opinion, tend to promote the objectives of the corporation and increase its
usefulness. In addition, he
shall perform such other duties as are incident to the office of President,
as provided by law.
- President-elect - In cases of decease or resignation or absence of the President or his
inability to act from any cause, the President-elect shall succeed to the
power and authority of the President and perform the duties of such office.
In addition, he shall perform other duties as prescribed to him by
the Board of Directors or as becomes necessary to carry out the purpose of
the corporation.
- Secretary - The Secretary shall keep the
minutes of all meetings of the corporation and the board of directors;
shall keep and preserve all records, deeds, contracts, or other instruments
belonging to the corporation and provide for the safekeeping thereof; shall
furnish the chairmen of committees with names of members appointed thereon,
if any; shall keep a record of all resolutions and actions of corporation,
and shall give notice of all meetings of the corporation , and the Board of
Directors; shall conduct all correspondence prescribed by the Board of
Directors and shall perform such other duties as prescribed by the Board of
Directors.
- Treasurer - The Treasurer shall receive
all funds of the corporation and keep an accurate account of the same;
shall report gifts and donations at each meeting of the Board of Directors'
shall maintain such book and records as are required by the Board of
Directors; shall deposit the funds of the corporation in such bank as
directed by the Board of Directors. ; shall, by resolution duly adopted,
designate as the depositor for the corporation; shall keep an accurate
account of all disbursements and funds on hand and shall permit inspection
of the books and records and vouchers, incident to full account for all
funds, open to inspection by an officer or member of the Board of
Directors. The Treasurer shall deliver over to his successor all monies,
books and other records and property of the corporation in his possession
or under his control.
ARTICLE VII - MEMBERS
Section 1. Membership,
Membership Fees.
The
corporation shall have one class of members who shall pay such annual
membership fee as is from time to time established by the Board of
Directors. Each member shall
be entitled to one vote on all matters properly brought before the
corporation.
Section 2. Special
Meetings.
Special
Meetings of members of the corporation may be held at any time upon call of
the Board of Directors, President, President-elect, or any ten (10) members
of the corporation. Such
meeting shall be called by written notice given at least five (5) days
prior to the date of such meeting, which notice shall state the purpose of
such meeting and the business to be transacted.
Attendance at a Special Meeting shall constitute waiver of notice of
the meeting.
Section 3. Annual
Meeting.
The
annual meeting of the members of the corporation shall be held in Wake,
Durham or Orange County, North Carolina on the last Saturday of September
each year, at a time and place designated by the
President, for the purpose
of electing the Board of
Directors, and transacting such other business as
may be properly brought before the annual meeting, including annual reports
of officers, directors and committees.
Section 4. Notice of Meetings.
With the exception of Special Meetings as provided herein, the
notice of time, place and purpose of each meeting shall be given in
writing, mailed to each member at the last recorded address, at least
seven
(7) days prior to the appointed time for such meeting.
Attendance at any meeting shall constitute waiver of notice.
Section 5. Quorum.
A majority of the Board of
Directors and 25% of the total members of the corporation shall constitute
a quorum
for the transaction of business at any meeting of the corporation.
ARICLE VIII - FISCAL YEAR
The fiscal year of the corporation shall end December 31.
ARTICLE IX - CORPORATE SEAL
The corporate seal is as show below:
ARTICLE X - AUDITS
The books of the corporation and of its fiscal agent shall be
audited annually by an auditor appointed by the Board of Directors.
A certified statement of the auditor showing in detail the
investments held by the corporation, the amount of income received and
disbursements made during e year, and the purpose for which the funds were
used during the year shall be filed with the Treasurer and a copy sent to
the President. The Treasurer
shall present the report to the Board of Directors.
ARTICLE XI - AMENDMENTS
The by-laws of the corporation shall be modified, amended or
rescinded by the a two-thirds
vote of a quorum of the membership of the corporation.
Any proposed change shall be endorsed by twenty (20) voting members
and submitted to the Board of Directors in writing prior to the meeting at
which the proposed change is to be voted upon.
Such action may be taken at any meeting of the membership, provided
notice of the proposed change, modification, or amendment in the by-laws is
given in the notice of such meeting.
We, the initial Directors met this day and unanimously adopted the
attached by-laws of the corporation.
The meeting was adjourned.
This is the ___________day of _____________, 1983.
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TACAS By-laws in original
form (1983)
TACAS
By-laws Amendment I (1992)
TACAS
By-laws Amendment II (2002)
TACAS
By-laws Amendment III (2003)
TACAS
By-laws Amendment IV- Revised(2007)
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