ARTICLE I: PURPOSES
Section 1 – The purposes of the corporation are:
- To perpetuate the traditional culture of Cambodia by preserving its arts, music, dance, history, language and literature in the United States of America:
- by training Cambodian-Americans in their language, literature, music, dance, arts and history
- by performances of music and dance, exhibits and other sharing of the arts of Cambodia
- by research and publication of materials related to Cambodia, its culture and its traditions
- by conducting workshops, seminars, and presentations to disseminate and share the various aspects of Cambodian culture and traditions.
- To provide services which assist in the emotional and physical adjustment of Cambodians to American society:
- by providing opportunities for social interaction among Cambodians
- by providing orientation to new refugees and their sponsors
- by cooperating with and assisting other social service agencies, public and private, in their programs to serve Cambodian refugees.
- To secure and hold copyrights of books, periodicals, tracts and pamphlets; to publish, print, buy, sell and circulate among its members literature in any or all languages;
- To receive gifts, legacies and donations from any source whatsoever in a lawful manner; to make gifts and appropriations from any or all of its resources from time to time to carry out the purposes of the Corporation; and
- To exercise all such power and authority as may be necessary to carry out the purposes specified above.
Section 2 – The Corporation is not organized for profit and will not engage in political activity. No part of the net earnings of the Corporation shall inure to the benefit of any individual incorporator, director, member or sponsor, except that reasonable compensation may be paid for services rendered to, and reimbursement provided for approved expenses incurred on behalf of, the Corporation.
Section 3 – No member, director or officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets, on dissolution of the Corporation.
Section 4 – In the event of liquidation or dissolution of the Corporation, its remaining property, proceeds, and assets will be distributed to organization(s) with appropriate exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954 and its regulations, contributions to which are deductible, or to any state or local government, exclusively for public purposes.
Section 5 – No part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent, participate in, or intervene in any political campaign on behalf of any candidate for public office; nor shall it issue capital stock, nor shall it engage in any transaction defined at the time as “prohibited” under Section 503 of the Internal Revenue Code of 1954.
ARTICLE II: OFFICES
Section 6 – The directors may from time to time by resolution fix the location of the head office of the Corporation within the place in the District of Columbia designated as such by the Corporation’s letters patent or by special resolution of the Corporation.
ARTICLE III: MEMBERSHIP
Section 7 – The membership of the Corporation shall be divided into three (3) classes of members as follows:
- Active Members – An active member means any person regardless of age, sex, color, religion, race or nationality who on application, is accepted for membership by the Board of Directors and who pays an annual fee which shall be determined by the Board of Directors.
- Benevolent Members – A benevolent member means any person who contribute in any moral, material or financial way to the Corporation. This class of membership shall also be called sponsorship or honorary membership.
- Sympathizer Members – A sympathizer member means any person who applies to the Board of Directors to be recognized as having a sympathetic connection to the Corporation.
Section 8 – The active membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and such corporations, partnerships, and other legal entities as are admitted as active members by the Board of Directors, and abide by its By-Laws.
Section 9 – The Corporation may confer Honorary membership on those who willingly make contributions to the Corporation.
Section 10 – Each active member of the Corporation shall be entitled to one vote in person, by a proxy, or by mail (in accordance with Section 23) on each matter arising at any special or general meeting of the members. Benevolent, sympathizer, and Honorary members are not entitled to vote.
Section 11 – In all election of Directors, each active member shall be entitled to cast one vote ( in person or by proxy) to fill each vacancy.
Section 12 – Membership in the Corporation is not transferable or assignable.
Section 13 – Members may resign by resignation in writing which shall be effective upon receipt thereof by the Board of Directors.
Section 14 – Any member may be removed from membership by any affirmative vote of two-thirds (2/3) of the Directors present in person at any regular or special meeting of the Board, for conduct prejudicial to the Corporation, provided that such member shall have been given an opportunity to defend himself at such meeting and that all members of the board and the member charged shall be notified by certified mail that the matter is to be considered at the meeting at least two weeks prior to the day of the meeting.
Section 15 – An active member who shall be in default in the payment of dues for a period of six months from the date on which such dues become payable, shall lose his/her right to vote. After twelve months of non-payment of dues, he/she shall automatically lose his/her membership in the Corporation.
Section 16 – Upon written request filed by a former member, the Board of Directors, by affirmative vote of a majority of the members present, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV: MEETINGS OF MEMBERS
Section 17 – All meetings of the members shall be held at such times and places as shall be determined by the Board of Directors.
Section 18 – An annual meeting shall be held each year at such time and such place as the Directors may by resolution determine. At annual meetings, there shall be presented a report of the Directors on the affairs of the Corporation for the previous year, a financial statement of the Corporation and the auditor’s report thereon as required by Law or these by-laws, and such other information or reports relating to the Corporation’s affairs as the Directors may determine.
Section 19 – Special General Meetings. Other meetings of the members (to be known as “special general meetings”) may be convened by order of the Board of Directors, or at the request of one-third of the members of the Corporation.
Section 20 – Notice . Notice stating the day, hour and place of the meeting and the general nature of the business to be transacted shall be given to each member and to the auditor of the Corporation at least fourteen (14) days before the date of every meeting, either personally or by mail, by the Secretary of the Corporation, provided always that a meeting of members may be held for any purpose at any date and time and at any place within the Washington, D.C. Metropolitan area without notice if all the members are present in person at the meeting or if all the absent members entitled to notice of such meeting shall have signified their consent in writing to such meeting being held and such consent may be validly given either before or after the meeting to which such absence relates.
Section 21 – Business transacted at any special meeting of members shall be limited to purposes stated in the notice.
Section 22 – The presence in person or by proxy of members representing one-fourth (1/4) of the votes entitled to be cast shall constitute a quorum at any meeting of the members.
Section 23 – Unless otherwise provided by Law, the Articles of Incorporation, or these By-Laws, voting by the members may, at the discretion of the Board of Directors, be conducted by mail on any matter including the election of Directors provided that at least one-fourth (1/4) of the members cast their votes within the period specified by the Board of Directors.
Section 24 – Omission of notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members or by the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
Section 25 – Voting and Procedure. Only active members as defined in Section 7 may vote. Every question submitted to any meeting of members, if not decided by voice vote shall be decided in the first instance by a majority of votes given on a show of hands. In any case in which his vote would be decisive, the President shall (both on a show of hands and at a poll) have a vote, but is otherwise not entitled to a vote.
At any meeting, unless a poll is demanded, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favor of or against the motion.
Benevolent members and sympathizer members, as defined in Section 7, may attend and speak at any meeting of the members, but may not vote.
Except as otherwise provided by Law, the Articles of Incorporation, or these By-Laws, meetings of the membership shall be conducted in accordance with Robert’s Rules of Order.
Section 26 – Chairman. In the absence of the President, the members present shall choose another director as chairman and if no director is present or if all the directors present decline to act as chairman the members present shall choose one of the members present to be chairman.
Section 27 – Polls. If at any meeting a poll is taken on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of Directors it shall be taken in such a manner and either at once or after adjournment as the chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.
Section 28 – Adjournments. The chairman may with the consent of any meeting adjourn the same from time to time to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
Section 29 – Removal. Any member whose actions are considered to be contrary to the objectives of the Corporation shall be removed by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of the members of which notice specifying the intention to pass such resolution has been given.
ARTICLE V: DIRECTORS
Section 30 – Number and Powers. The affairs of the Corporation shall be managed by a Board of nine (9) Directors. The number of Directors may be changed by amendment to these By-Laws.
Section 31 – Qualifications of Directors. Every Director shall be at least eighteen (18) years of age, and shall be an active member of the Corporation.
Section 32 – Election of Directors and Term of Office. Each Director shall be elected to hold office for one year until the first annual meeting after he shall have been elected or until his successor shall have been duly elected or qualified. The whole shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified. The election shall be by secret ballot.
Section 33 – Vacancies. Vacancies on the Board of Directors, however caused, may, so long as a quorum of Directors remain in office, be filled by the Directors from among the qualified members of the Corporation, if they shall see fit to do so, subject to two-thirds (2/3) majority vote of the Directors present, otherwise such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
Section 34 – Removal of Directors. At a special meeting of the members called expressly for the purpose, any elected Director may, by a vote of two-thirds (2/3) of the members present, be removed from the office for failure in his duty, provided that such Directors shall have been given an opportunity to defend himself.
Section 35 – A Director may, by majority vote of the Board, be removed from office, should he fail to attend, without cause, three (3) consecutive officially called meetings.
Section 36 – Remuneration of Directors. The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such, provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.
ARTICLE VI: MEETINGS OF DIRECTORS
Section 37 – Place of Meetings. Meetings of the Board of Directors both regular and special, may be held either at the head office of the Corporation or at any other place within Washington, D.C. Metropolitan area.
Section 38 – Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after the annual meeting of the members and at the same place, in order to select the officers among the Directors.
Section 39 – Notice. At the request of the President or the majority of the Directors in office, special meetings of the Board may be called on twenty-four hours’ notice to each Director, either by mail, telegram, telephone or personally. A written waiver of notice signed by the persons entitled to a notice, whether before or after the time stated therein, shall be deemed equivalent to a notice.
Section 40 – At all meetings of the Board of Directors the presence of a majority of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by Law, the Articles of Incorporation or these By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat shall have power to adjourn the meeting and to decide the time and place of another one. The second meeting shall transact any business which might have been transacted at the adjourned meeting regardless of the number of Directors present.
Section 41 – Unless otherwise restricted by the Article of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting, if a written consent thereto is signed by a majority of members of the Board of Directors or of such Committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the Committee.
Section 42 – Omission of Notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members or by the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
ARTICLE VII: OFFICERS
Section 43 – The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, a Deputy Treasurer. All officers of the Corporation shall be elected by the Directors from among them.
Section 44 – Remuneration and Removal of Officers. The Board of Directors may fix the remuneration (if any) to be paid to officers of the Corporation who are not Directors, provided that such remuneration shall be reasonable and shall in no way adversely affect Corporation’s qualification under Section 501 (c) (3) of the Internal Revenue Code of 1954. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board of Directors at any time with or without cause. Any vacancy occurring in any office of the Corporation shall be filled at the discretion of the Board of Directors.
Section 45 – Delegation of Duties of Officers. In case of the absence or inability to act of the President or any other officer of the Corporation or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any Director for the time being.
Section 46 – President. The President shall, when present, preside at all meetings of the Board of Directors and of members of the Corporation. The President shall be the chief executive officer of the Corporation. He shall possess and may exercise such powers and shall perform such other duties as may from time to time be assigned to him by the Board of Directors. He may not vote on any matter at meetings where he presides, except when his vote would be decisive.
Section 47 – Vice-President. The Vice-President shall assist the President in the performance of his duties and shall perform the duties of the President in his absence or at his request.
Section 48 – Secretary. The Secretary may attend and be the secretary of all meetings of the Board, members and committees of the Board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to Directors, members, officers, auditors and members of committees of the Board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation except when some other officer or agent has been appointed for the purpose; and he shall have such other power and duties as the Board or the chief executive officer may specify.
Section 49 – Treasurer. The Treasurer shall keep proper accounting records of the corporate funds and securities. He shall be responsible for the deposit of money, safekeeping of securities and the disbursement of the funds of the Corporation. He shall be in charge of preparing financial reports of the Corporation, as required;
- preparing the annual budget of the Corporation for approval by the Board of Directors, and upon approval submitting the budget to the annual meeting of the members;
- maintaining an up-to-date inventory of the assets of the Corporation;
- maintaining an up-to-date list of names and addresses of the Corporation members;
- issuing receipt for all kinds of contributions; and he shall have such other powers and duties as the Board or the President may specify.
Section 50 – Deputy Treasurer. The Deputy Treasurer shall assist the Treasurer in the performance of his duties. In the absence or disability of the Treasurer, the Deputy Treasurer shall perform the duties and exercise the powers of the Treasurer.
ARTICLE VIII: FINANCES
Section 51 – Checks, Drafts, Notes, Etc. All checks, drafts or orders of payment of money and all notes and acceptances and bills of exchange shall be signed by the President or the Treasurer. In the absence or disability of the President or the Treasurer, the Board of Directors by a simple majority of votes may direct the Vice-President or the Deputy Treasurer to act.
Section 52 – Custody of Securities. All funds of the Corporation shall be deposited immediately to the Checking or Saving Account of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 53 – Expenses. The Board of Directors shall decide on all expenses or purchases of more than one hundred dollars ($100.00).
ARTICLE IX: FISCAL YEAR
Section 54 – The first fiscal period of the Corporation shall end on the last day of September, 1981 and thereafter the fiscal year of the Corporation shall begin on the first day of October in each year or on such other date as the Directors may from time to time by resolution determine.
ARTICLE X: SEAL
Section 55 – The seal of the Corporation shall be in the form of a circular disc with the inscriptions of the Corporation’s name both in the Cambodian and English languages in the outer circle, and the replica of the castle of Angkor Wat in the center supported by the abbreviated words C.A.H.
ARTICLE XI: THE ABBREVIATION
Section 56 – The Cambodian-American Heritage, Inc shall be abbreviated to C.A.H., Inc.
ARTICLE XII: AMENDMENTS
Section 57 – These By-Laws may be amended by an affirmative vote of two-thirds (2/3) of the members voting, provided, that no such action shall be taken if it would in any way adversely affect the Corporation’s qualification under Section 501 (c) (3) of the Internal Revenue Code of 1954.
ARTICLE XIII: COMMITTEES
Section 58 – The Corporation shall have powers to appoint one or several committees when and if such a committee or committees should become necessary to perform any task directed by the Board of Directors which shall not be repugnant to the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954.
ARTICLE XIV: AFFILIATION
Section 59 – The Corporation, by majority vote of the Board of Directors may charter, permit affiliation with, or otherwise enter cooperative agreements with any organization if such arrangements would promote the purposes of the Corporation and is not inconsistent with any provision of Law, the Articles of Incorporation, these By-Laws or any applicable provision of the Internal Revenue Code.