BYLAWS OF THE CHINESE-AMERICAN ASSOCIATION OF WALNUT

COUNTY OF LOS ANGELES, CALIFORNIA

(BOD Ratified: November 2009)

 

ARTICLE I:  NAME

This organization shall be known as the Chinese-American Association of Walnut.  It shall also be identified as the Association, and by the acronym CAAW. Its geographical area shall be within boundaries of the city of Walnut and inclusive of zip code 91789.  It is a nonpolitical and registered non-profit organization under IRS Section 501(c)(4).

 

ARTICLE II:  OBJECTIVES

Section 1.      CAAW shall have the responsibility of promoting Chinese cultural heritage, and encouraging activities that cultivate understanding among all racial and ethnic groups.
Section 2.      CAAW shall communicate city issues to members and promote their community involvement.
Section 3.      CAAW shall endeavor to secure justice and equality for all residents of Walnut.
Section 4.      CAAW shall serve as liaison between the Chinese-American community and any local, regional, national, and international programs, services, and activities that involve the Chinese-American community as a whole.
Section 5.      CAAW shall have the responsibility of introducing American culture, traditions, citizenship, civic and community values to Chinese Americans residing in Walnut.

ARTICLE III:  MEMBERSHIP AND RIGHTS

Section 1.     There are 2 types of memberships:  General and Associate.
Section 2.   General membership shall be available to anyone who is at least 18 years of age, Chinese in origin, or married to a person of Chinese origin, and who is residing or having a business in Walnut and submitted a membership application form.
Section 3.      All general members who have submitted membership application prior to Nov 1st will have equal voting rights for the Board of Director (BOD) elections and final approval of bylaw amendments.
Section 4.      Associate membership is open to all persons at least 18 years of age, regardless of race, sex, and religion.  Associate
members do not have voting rights.                                
Section 5.      Membership dues will be determined by Board of Director during the first BOD meeting.

 

ARTICLE IV:  BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND ADVISORY BOARD

Section 1.      The CAAW Board of Directors shall consist of twenty-one (21) members who are elected by the general members attending the annual general meeting.  Only general members who have resided or have business with at least 1 year in Walnut can be elected as Directors.  All Directors have a staggered (1/2 of Director seats are subject to election every year) 2-year term.  There is no term limit for Directors.
Section 2.      No elected public officials shall serve as Board of Directors or Advisory Board.
Section 3.      There shall be seven (7) Executive Officers: A President, 3 Vice Presidents, a Treasurer, and 2 Secretaries. Only BOD members can be elected/appointed as Executive Officers.
Section 4.      The President shall be elected by the BOD by a majority vote at the beginning of each year. The President shall serve as the spokesperson for the Association; shall preside over all meetings of the Association; shall be responsible for the conduct of the Association; shall provide leadership in accordance with the objectives of the Association; and may call emergency meetings.
Section 5.      The President has 1-year term and may serve 2 consecutive terms.
Section 6.    After the President is elected, he/she shall appoint the (6) Executive Officers whom upon ratification by the BOD (Article V, Section 1 shall apply) shall serve a one-year term. 
Section 7.      Two (2) of the Vice Presidents shall be in charge of external community affairs and 1 internal affairs.   1st, 2nd, and 3rd Vice Presidents are in order of succession in the event of absence of the President.
Section 8.      The treasurer shall keep account of all income and expenses of the Association and shall present financial statements to the Directors during BOD meetings.
Section 9.      The 2 Secretaries, 1st and 2nd, shall keep the minutes of general board meetings, (special meetings as requested); shall maintain the permanent records of CAAW; and shall have the overall responsibility for communications.
Section 10.    Director vacancy shall be filled by nomination of the President, and approved by the BOD. The new Director will serve for the remainder of the seat of the vacated Director.                                                                                                                                                                 
Section 11.  The Board of Directors shall have the authority to establish committees for various functions, budgets, and activities including but not limited to:  Budget, Membership, Community Involvement, Events & Parties, Youth, Newsletter, Education, and Special Issues.
Section 12.    The President has the authority to spend up to $300 per approved event/budget without additional approval from the Executive Officers.  Any expenditure over $300 up to $1,000 needs the approval of the executive officers by a majority vote. Any expenditure over $1,000 needs the approval from the BOD by a majority vote. All checks need 2 signatures, one of which must be from  the Treasurer
Section 13.   The Advisory Board shall consist of  five (5) members. Three of the Advisory Board members shall be the most recent past Presidents. The others shall be nominated by the President from the past directors and approved by the BOD. The Advisory Board serves the purpose of advising, supporting and enforcing bylaw compliance of the BOD and the members. The Advisory Board has no voting rights on issues voted on by BOD.
Section 14.    The Advisory Board members should not miss 3 of the 6 general board meetings in a year. If miss 3 of the 6 meetings, Advisor shall resign.  There is no term limit for Advisory Board member.  The President may call special meetings with the Advisory Board should the need arise.
Section 15.    The Advisory Board also serves as the ad hoc Election Committee for the BOD in the annual General Meeting, and presides over the review of the bylaw for the newly elected BOD in their first board meeting.
Section 16.   Past presidents may return to serve as BOD.


ARTICLE V:  MEETINGS

  Section 1.      Board meetings shall be held each odd month at a designated time and location.  Meeting quorum shall be the majority of BOD (11Directors).  Any action taken requires approval from minimum of 2/3rd of the BOD present during that meeting.
Section 2.      General members may attend but may not participate until the Board meeting has concluded. General members may then express their points of view.  The President shall be notified and shall approve of any invited guest prior to the meeting.
Section 3.      The President may invite guest speakers.
Section 4.      An annual general meeting shall be conducted for all members of CAAW in December of each year. Election of the BOD, approval of amendments of bylaws, and other issues facing CAAW will be conducted in the general meeting.  Emergency meeting can be called for important issues by the President or by request of the Advisory Board.
Section 5.      Robert’s Rule, including but not limited to meeting quorum etc. shall be applied. 

ARTICLE VI:  BYLAW AMENDMENTS

Section 1.    An ad hoc committee of seven members, consisting of 3 BOD members including the President and 4 members from the Advisory Board, shall be established for amendment of the Bylaw.  Amendments to the bylaws shall be ratified by the BOD (Article V, Section 1 shall apply) and finally by general members attending the general meeting.

 

ARTICLE VII:  CONFLICTS, DISPUTES, PERSONAL MISCONDUCT, AND RESOLUTIONS  
Section 1.     Any issue of conflict and dispute in the community including personal misconduct that involves any BOD including                 any Advisory Board member which may be contrary and detrimental to the objective as determined in this bylaw shall be reported to the President or the Advisory Board and presented to the full Board during a BOD meeting or Special BOD meeting called for this purpose.  A written and signed formal complaint will have to be submitted to the BOD through the President or Advisory Board before any complaint may be heard by the BOD.
Section 2.     Any BOD/Advisory Board member implicated shall have the right to be heard, confront his/her accuser and respond to the issue or matter at hand. He/she shall be informed of the scheduled meeting and the matter/s being addressed no less than 14 calendar days before the set date of the meeting.
Section 3.     Any recommendation or disciplinary action taken on the matter shall be acted upon by same meeting rules specified in Article V, Section 1 and 5.

 

ARTICLE VIII:  RESIGNATION AND DISMISSAL OF BOARD MEMBERS

Section 1.      Grounds for dismissal shall include 3 absences from the 6 Board meetings per year.
Section 2.    Any conduct that is in conflict as determined by the BOD with the objectives of the Association, or any member seeking to represent the Association to the press or the public at large without the expressed approval of the BOD are also subject to dismissal.
Section 3.     Board members may resign voluntarily by submitting a written letter to the President with copy (cc) to Secretary.
Section 4.     The President may resign voluntarily by submitting a letter to the BOD, which shall be chaired by the 1st Vice President.  The 1st Vice President shall be the acting President for the remainder of the term, or until a new President is elected.

 

ARTICLE IX:  ELECTION

Section 1.      Nominations to be submitted by Nov 1st of the current election year.
Section 2.      Nomination List will be finalized by the November BOD Meeting.
Section 3.      Nomination List, election time and place shall be published at least 2 weeks prior to election date.
Section 4.      No Floor nominations shall be allowed.  Any vacancies shall be carried out per procedure defined in Article IV, Section 10.

 
ARTICLE X:  DISSOLUTION

       Upon the dissolution of The Association, its assets remaining after payment or provision of payment of all debts and liabilities   shall be distributed to a non-profit fund, foundation, or corporation that is organized and operated exclusively for social welfare purposes, and has established tax-exempt status under Section 501(c) (1) (2) (3) (4) of the Internal Revenue Code.

 

ARTICLE XI:  COALITION

       The Association may never merge with any other organization, but may work or cooperate with organizations to promote objectives similar as our  Association’s.