BY LAWS

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By Laws

ARTICLE I. OFFICES
ARTICLE II. OBJECTIVES AND PURPOSES
ARTICLE III. BOARD OF DIRECTORS
ARTICLE IV. OFFICERS
ARTICLE V. ADVISORY BOARD
ARTICLE VI. STAFF
ARTICLE VII. MEMBERSHIP
ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS
ARTICLE IX. FISCAL YEAR
ARTICLE X. CORPORATE SEAL
ARTICLE XI. WAIVER OF NOTICE
ARTICLE XII. DISSOLUTION OF THE CORPORATION
ARTICLE XIII. AMENDMENTS

ARTICLE I. OFFICES

The principal office of the corporation in the State of Maryland shall be located at P.O. Box 4944, Silver Spring, MD 20914-4944. The corporation may have such other offices, either within or without the State of Maryland, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. OBJECTIVES AND PURPOSES

The purposes for which the Corporation is organized are as follows:

(a) To develop programs that promotes the preservation of Vietnamese culture for today’s young Vietnamese Americans

(b) To encourage involvement in community projects that serves the Washington Metropolitan area

(c) To create opportunities for young professionals to develop leadership skills and to provide the chance and means for them to gain exposure to and acquire experience in the real world

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Boards of Directors.

SECTION 2. Number; Qualifications; Election; Term. The number of directors of the corporation shall not exceed 15, which number may be increased or decreased by the Directors at their annual meeting, none of whom need be a resident of any particular state.

SECTION 3. Election and Term of Office: The directors shall be elected into the Board of Directors at the annual meeting and serve for a 2-year term. Directors shall be elected by majority vote. Each director shall hold office until his successor shall have been elected and qualified. When necessary, the director can be removed from office by the president’s recommendation and approval from majority of the board.

SECTION 4. Duties. It shall be the duty of the Directors to-

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.

(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 agents and employees of the corporation.

(c) Supervise all agents and employees of the corporation to assure that their duties are performed properly.

(d) Serve as chairpersons for committees of the corporation if needed

(e) Meet at such times and places as required by these Bylaws.

(f) Register their addresses with the Secretary of the corporation. Any notice sent to such addresses shall be valid thereof.

SECTION 5. Compensation. Directors shall serve without compensation except for the expenses incurred in attending Directors’ meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 4 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation in reasonable and is allowable under the provisions of section 4 of this Article.

SECTION 6. Restriction Regarding Interested Directors. Notwithstanding any other provision in these bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purpose of this Section, “interested persons” means either:

(a) any persons currently being compensated by the corporation for services rendered within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or

(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, son-in-law, or father-in-law of any such person.

SECTION 7. Regular Meetings. Board of Directors meeting shall be held once every two months. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without any other notice other than such resolution. The Board shall also organize an annual meeting.

SECTION 8. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all the members of the Board of Directors may designate any place, either within or without the State of Maryland, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Maryland. Other form of meeting such as online forum is also acceptable on special cases as approved by the President.

SECTION 9. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than five (5) nor more than ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the Executive Director, or the Secretary, or the persons calling the meeting, to each member of the Board of Directors. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at his address.

SECTION 10. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two board members. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 11. Notice. Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 12. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but in no event shall a quorum consist of less than one-third of the number of directors stated in the Articles of Incorporation.

SECTION 13. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 14. Action Without A Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.

SECTION 15. Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment from the president and affirmative vote from the majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors.

SECTION 16. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be the President, Internal Vice President, up to two External Presidents, a Secretary, and a Treasurer, webmaster, historian, each of whom shall be elected by the Board of Directors. The officers will serve as executive members of the corporation. In addition, the Board of Directors may designate any number of officers as the corporation may need to carry out its functions effectively. The Corporation may also have, as determined by the Board of Directors, chairpersons of the different committees, and any other officers as needed by the corporation. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President.

SECTION 2. Election and Term of Office: The officers of the corporation shall be elected by the Board of Directors and serve a 2-year term. The election for officers shall be held after the Board of Directors Election at the annual meeting. Officers shall be elected by majority vote. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer is decided by the majority of board members.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President of the Board of Directors. The President of the Board of Directors is the principal person in charge of policy-making for the corporation after consultation with the other members of the Board. He/she will also be the main person responsible for all oversight functions of Board of Directors of the corporation and makes final decisions as needed on all contracts and business matters of the corporation.

SECTION 6. Internal Vice-President. In the absence of the President or in event of this death, inability or refusal to act, an Internal Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Internal Vice-President shall perform such other duties assigned by the President.

SECTION 7. External Vice-President (s). External Vice-President(s) serve as directors of public relation. He/she represents the corporation in working with other community groups or agencies. External Vice-President shall carry out special assignments as requested by the President. There shall be no more than 2 external Vice-Presidents in the corporation.

SECTION 8. Secretary. The Secretary shall:

(a) Keep the minutes of the Board of Directors meetings in a well organized book(s).

(b) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.

(c) Be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized.

(d) In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Executive Director or by the Board of Directors.

SECTION 9. Treasurer. The Treasurer shall:

(a) Have charge and custody of and be responsible for all funds and securities of the corporation.

(b) 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 such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VII of these By-Laws.

(c) In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Executive Director or by the Board of Directors.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 10. Webmaster. The webmaster is mainly responsible for maintaining the website of the corporation. He/she shall collaborate with other officers and committee chairs to make sure the corporation information is up-to-date. In addition, he/she shall perform special requests as deemed necessary by the President.

SECTION 11. Historian. The historian is mainly keeping track of the corporation activities since its establishment. He/she shall work closely with the marketing committee in promoting the corporation activities and programs.

ARTICLE V. ADVISORY BOARD

SECTION 1. Qualification. Anyone who is selected by the Board of Directors and is willing to be an advisor to the Corporation can serve this role. There are no limits on the number of advisors. The advisory board shall fulfill the needs of the Board of Directors and advise them as needed.

SECTION 2. Meetings. Meetings of the members of the Advisory Board may be held at a time selected by the Board of Directors. Members of Advisors shall attend Board of Directors meetings. At the meeting, the Advisory Board may make recommendations on any business properly brought to such meeting by the Board of Directors.

SECTION 3. Compensation. There shall be no compensation for the Advisory Board.

SECTION 4. Rights of Advisory Board. Each advisor is entitled to:

(a)Make recommendations at the Advisory Board meetings.

(b) Be notified of activities carried out by the corporation.

(c)Receive financial report quarterly.

(d) Receiving newsletters put out by the corporation.

ARTICLE VI. STAFF (if applicable)

SECTION 1. Board of Directors have the power to hire, support, and fire staff of the corporation.

SECTION 2. Head of the staff shall be the Executive Director. He/she can not be a board member. The Executive Director shall be the principal executive staff of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He/she shall:

(a) Attend Board of Directors meetings unless otherwise notified by the President of the Board.

(b) Not vote on any matter under discussion at the Board meetings.

(c) Hire staff upon approval of the Board of Directors.

(d) Sign, with any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

(e) Perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time.

(f) Submit, at least biannually, a financial statement and a statement of business and condition of the Corporation to the Board of Directors, members of Advisory Board and members of Corporation.

SECTION 3. Compensation. There shall be compensation to staff of the corporation. Salaries of staff are determined by the Board of Directors.

ARTICLE VII. MEMBERSHIP

SECTION 1. Determination. Membership is open to any person who is willing to be a corporation member and pay membership dues if applicable. Memberships and members dues in the form determined by the Board of Directors are authorized. No individuals shall be discriminated for membership based on religion, gender, age, marital status, financial status, and disability.

SECTION 2. Duties. Only individuals that consecrate to abide the by-laws of the corporation and to perform the tasks agreed upon request shall be granted membership. Members shall attend the annual meeting. Members shall adapt the mission of the corporation and are recommended to actively participate in different committee in achieving its goals.

SECTION 3. Meeting. A general assembly meeting of the corporation shall be called by the Board of Directors and shall be held on the second week of November of each year.

SECTION 4. Issuance. Membership certificates may be issued for such consideration and to such persons as the Board of Directors may determine from time to time.

SECTION 5. Payment for Membership.

(a) Kind. The consideration for the issuance of membership certificates shall consist of money paid, labor done (including services actually performed for the Corporation) or property (tangible or intangible) actually received.

(b) Valuation. In the absence of fraud in the transaction, the judgement of the Board of Directors’ as to the value of consideration received shall be conclusive.

SECTION 6. Compensation. All membership to the corporation is voluntary. There shall be no compensation for being a member of the corporation.

SECTION 7. Rights of Members. Each corporation active member is entitled to:

(a) Being notified of activities carried out by the corporation.

(b) Receiving financial report annually.

(c) Receiving newsletters put out by the corporation.

(d) Attending and voting at the annual General Assembly of the Corporation.

ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Check, drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, 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.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE IX. FISCAL YEAR

The fiscal year of the corporation shall begin on the fist day of January and end on the 31st day of December in each year.

ARTICLE X. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal.”

ARTICLE XI. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any director of the corporation under the provisions of these By-Laws or under the provisions of the article of incorporation or under the provisions of the Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII. DISSOLUTION OF THE CORPORATION

In case of dissolution, all the remaining assets of the Corporation shall be given to another charitable organization which serves the same or similar goals as this corporation.

ARTICLE XIII. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of Ket Doan Association, a State of Maryland nonprofit corporation, and, pursuant to the authority granted to the Director by these By-laws to take action by unanimous consent to adopt the foregoing By-laws, consisting of 7 pages, as the By-laws of this Corporation.

Revised : April 15th, 2005

Hongly La
Thinh Nguyen
Joey Pham