It is hereby resolved by the membership of GVACC that the Constitution of the Georgia Vietnamese American Chamber of Commerce (hereinafter “GVACC”).
Article I
General
1.01 Name. The name of this Entity shall be:
Georgia Vietnamese American Chamber of Commerce
and may be hereafter referred to as GVACC.
Article II
Mission, Limitation, Transparency, and Seal
2.01 Mission
The mission of GVACC is to create sustainable competitive advantage for its members and to give back to the Vietnamese community. To accomplish this mission, the GVACC shall adhere to these guidelines:
1. Encourage Vietnamese American business and community prosperity by promoting economic programs designed to strengthen and enhance the financial opportunities for all GVACC’s members.
2. Serve as an effective non-partisan, non-sectarian voice for Vietnamese American business on legislative, business, social, governmental and community issues affecting GVACC’s members.
3. Identify and overcome obstacles that are detrimental to Vietnamese American business climate and community growth.
4. Support civic, social and cultural programs designed to increase the functional and aesthetic values of the Vietnamese American community.
5. Promote lifelong learning.
2.02 Limitation
To not engage in a regular business of a kind ordinarily carried for profit. No part of GVACC’s net earnings may inure to the benefit of any private shareholder or individual. GVACC shall observe all local, state and federal laws, which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
2.03 Transparency in Accounting
To ensure 100% transparency in accounting for membership dues and accountability to members and the Vietnamese community by publishing GVACC annual income statements in local Vietnamese magazine, newspaper, or other media medium deemed proper by the membership.
2.04 Seal
The GVACC shall have a seal of such design as the Board of directors may adopt. The seal shall be in the custody of the secretary.
Article III
Membership
3.01 General Membership.
General Membership shall be open to all business[1] owners who are Vietnamese American[2] who annually meet the requirements of the certification required of new members as set forth in the by-laws.
3.01.02 The bylaws of GVACC may establish and describe such categories of membership with their attendant requirements and privileges as is deemed appropriate.
3.01.03 General membership accords rights, including voting rights, described in this Constitution.
3.02 Associate Membership.
Associate membership shall be open to any person who is not eligible for general membership, but who meets as is set forth in the by-laws.
3.02.01 Associate membership shall not have voting rights and cannot serve as officers or committee chairpersons of GVACC.
3.03 Premium Investment Membership.
Premium Investment Membership shall be open to any person, association, corporation, partnership having an interest in the objectives of the GVACC who annually meet the requirements of the certification required of new members as set forth in the by-laws.
3.03.01 Premium Investment Membership shall not have voting rights and may serve as Board of Directors Members of GVACC.
Article IV
Meetings of the Membership
4.01 Annual Meeting.
There shall be an annual general meeting of GVACC at the same place and time as the annual seminar and the time and place must be printed on the scheduled seminar program. The time and place shall be fixed by the Board of Directors and notice thereof shall be posted on the GVACC website (http://GVACC.org) at least ten (10) days before said meeting. The officers and officials of GVACC shall be elected at the annual general meeting to serve until the next annual general meeting.
4.01 Special Meeting.
Special Meetings of the general members may be called at any time by the President, or a majority vote of the Board of Directors, provided there is a quorum at the meeting of the Board of Directors at which the action for a special meeting is taken, or upon the written request of at least ten (10) percent of the general members in good standing.
4.02 Additional Meetings.
The President may call general meetings of the chamber at any time, or upon petition in writing of any 50% members in good standing:
4.02.01 Notice of special meetings shall be emailed or regular mail to each member at least five (5) days prior to such meetings;
4.02.02 Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each of director at least one (1) day prior to said meeting;
4.02.03 Committee meetings may be called at anytime by the President, respective department Vice President, or by committee’s chairman.
4.03 Quorums
A quorum shall be required for the legal and proper conduct of the business of the Membership. Unless otherwise required, in the Articles of Incorporation, a majority of the voting Members appearing in person or by proxy shall constitute a quorum at a meeting of Members. When a specified item of business is required to be voted on by a voting of Members, unless otherwise provided by law or in the Articles of Incorporation, the affirmative vote of a majority of the Members at the meeting entitled to vote shall be the act of the Members. After a quorum has been established at a Members’ meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.
4.04 Agenda and Minutes
An advance agenda must be prepared for all meetings. Minutes must be prepared for all meetings. A detailed outline for preparation of both agenda and minutes shall be a part of this organization’s procedures manual.
Article V
Board of Directors
5.01 Composition
The Board shall be composed of twenty-five (25) members. Ten (10) members shall be elected to serve three (3) years term, ten (10) members shall be elected to serve two (2) years term and five (5) members will be appointed to serve one (1) year term. These appointed members will be officers in accordance with Article VII. The government and policy-making responsibility of the GVACC shall be vested in the Board of Directors, which shall control its property, be responsible for its finances and direct its affairs.
5.02 Selection
The general members shall elect the twenty (20) directors of the GVACC.
5.03 Selection Procedure
For the inaugural year, any ten (10) general members of the GVACC may make nominations for directors, provided such nominations are in writing and signed by such ten (10) general members and are filed with GVACC. For any subsequent year, any ten (10) general members of the GVACC may make nominations for directors, provided such nominations are in writing and signed by such ten (10) general members and are filed with President on or before the first Board meeting.
5.04 Election
For the inaugural year, GVACC shall appoint three (3) or five (5) judges who are not candidates for election. Such judges shall have complete supervision of the election, including auditing the ballots. The election judges will prepare a ballot including all nominations and mail the ballot, specifying the deadline for return of the ballot, to all general members in good standing. Election shall be conducted within sixty (60) days. The names of all candidates shall be arranged on a ballot, in alphabetical order. Instructions will be to vote for twenty (20) candidates only. All voting shall be done by mail or in person by secret ballot. No proxies shall be allowed. In case of a tie vote affecting the results, the election judges shall cast lots and certify as elected the person or persons whom the lot determines. The report of the election judges shall be made in writing. This report shall include:
· The names of the twenty (20) individuals elected to serve two (2) full years on the Board of Directors;
· Suggested names as necessary, to fulfill vacated terms of office—utilizing the election results as a base reference; and
· Suggested names for a year appointment to the Board of Directors necessary in number to sustain our compliment of twenty-five (25) directors.
5.05 Term of Office
The term of office for an elected Board member shall be either three (3) or two (2) years unless otherwise provided in these by-laws. The terms of office for all elected Directors shall begin on the day of their election and shall conclude upon the election of their successors. No elected directors shall serve more than two (2) consecutive terms.
5.06 Appointed Directors
The elected Board of Directors shall appoint the five (5) designated officers (Article VI).
5.07 Powers
The Board of Directors shall manage the property and affairs of the GVACC and shall cary yout its commercial, industrial, public, legislative and financial policies. Without in any way limiting the generality of the foregoing the Board of Directors shall have the power to acquie and dispose of property, to appoint such officers as agents of the GVACC as it shall deem advisable, to fix the compensation of the employees of the GVACC and in its discretion to require security of any of them for faithful performance of their duties, to create such committees such persons as it shall determine, and to confer upon such committees such powers, authority and duties as it may deem advisable and generally to do any and every lawful objects of the GVACC. The Board may create, or authorize the creation of such divisions, councils or affiliate wither within the GVACC or consisting or made up in part of other organizations or persons not members of the GVACC, for such purposes not inconsistent with the purposes of the GVACC and upon such terms and conditions as the Board may determine.
5.08 Meetings of the Board of Directors
5.08.01 Meetings
5.08.01.1 Regular Meetings.
The board of directors shall endeavor to convene Regular Meetings on a monthly basis. Regular Meetings of the Board of Directors may be held, with, or without, notice at such times as may be fixed from time to time by resolution of the Board of Directors.
5.08.01.2 Special Meetings.
Special Meetings of the Board of Director shall be held whenever called by the President, the Secretary, or any three (3) Directors. Notice of Special Meetings shall be given personally or by telephone, electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting. If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail, facsimile or first class mail, it shall be given not less than five (5) days before the meeting. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
5.08.02 Quorum.
At all meeting of the board of Directors, fifteen (15) members shall constitute a quorum. However, a minimum of ten (10) favorable votes are required for the adoption or approval of any action.
5.08.03 Adjournment.
A majority of directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of adjournment shall be given to all Directors who were absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other Directors.
5.08.04 Organization.
5.08.04.1 Chair
At all meetings of the board of Directors, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the board shall preside.
5.08.04.2 Secretary
At all meetings of the Board of Directors, the Secretary, or, in his/her absence, any Assistant Secretary or, in his/her absence, another Director chosen by the board shall act as secretary of the meeting.
5.08.05 Voting.
Each member of the Board of Directors shall have one vote.
5.08.06 Action by the Board of Directors.
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5.08.06.1 Action Defined.
Except as otherwise provided by law or in these by-laws, an “action,” or “act,” of the board of Directors shall mean an action at a meeting of the board authorized by vote, provided a sufficient quorum is present.
5.08.06.2 Written Consent.
Any action required or permitted to be taken by the board of Directors or any committee thereof may be taken without a meeting if all members of the Board of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee.
5.08.06.3 Electronic Communication.
Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5.08.07 Attendance.
A member of the Board of Directors who has missed three (3) consecutive meetings without reasonable cause shall be asked to resign. After the second meeting, the Secretary shall mail a letter to the subject board member informing him/her that if he/she does not attend the third meeting, a motion to this effect will be made at the fourth meeting. The Director in question may attend this fourth meeting and shall be given a reasonable opportunity to respond to charges giving rise to the vote requesting resignation.
5.09 Resignation
A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the GVACC. Unless otherwise specified in notice, the resignation shall take effect upon the receipt thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.
5.10 Vacancies
A vacancy in office shall arise upon death, resignation, removal or lapse of membership of a Director. Except for the office of the President, a member of the Board who shall be absent from two (2) consecutive regular meetings of the board may be dropped from membership on the Board, unless confirmed by illness or other absence approved by a majority vote of those voting among officers, shall be filled by the Board by a majority vote and shall be for the unexpired term of that particular vacancy. In the case of a vacancy in the office of President, the Vice President shall assume the Presidency until the next Annual Meeting. The board of Directors shall fill the vacancies on the Board of Directors by a majority vote.
5.11 Suspension
Any or all of the members of the Board of Directors may be suspended for cause by a majority vote of the Board of Directors, provided there is a quorum for the meeting at which the action is taken. At any meeting of the Board where a vote is to be taken to suspend a Director, the Director in question may attend and shall be given a reasonable opportunity to respond to charges giving rise to the vote for suspension.
5.12 Policy
The Board is responsible for establishing procedure, and formulating policy of the organization. They are also responsible for adopting all policies, and position statements of the GVACC. These policies shall be maintained in a Policy Manual, to reviewed annually and revised as necessary.
5.13 Management
The board shall employ a President and shall fix the salary and other considerations of employment.
5.14 Annual Report
The Board of Directors shall present at the Annual Meeting a report certified by a firm independent public accountants selected by the Board, showing in appropriate detail the following:
· The assets and liabilities, including the trust funds, if any, of the GVACC as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting;
· The principal changes in assets and liabilities, including trust funds, if any, during said fiscal period;
· The revenue or receipts of the GVACC both unrestricted and restricted to particular purposes, during said fiscal period; and
· The expenses or disbursements of the GVACC, both general and restricted to particular purposes, during said fiscal period.
This report shall be filed with the records of this GVACC and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.
5.15 Indemnification
The GVACC may, by resolution of the Board, provide for indemnification by the GVACC of any and all of the Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by person of having been Directors of the GVACC, except in relation to matters as to which director shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on this existence of much liability of negligence or misconduct.
Article VI
Officers
6.01 Officers, Election, Term
All officers serve at the plesure of the Board of Directors. The Board of Directors shall appoint by majority vote a President, Vice President, Secretary, Treasurer, and Parlimentarian, and such other Officers as it may determine, who shall be given such duties, powers and functions as hereinafter provided. An officer determined to be failing to discharge duties with due diligence may have his or her appointment revoked by two-thirds (2/3) of the Board of Director present and voting in a quorum session pursuant to Article V, Section 5.08.02. Officers shall be elected to hold office for one (1) year from such date of election. Each Officer shall hold office for the term for which he or she is elected and until his or her successor has been elected. No two (2) or more offices may be held by the same person.
6.02 President.
a. The President shall have been a general member of GVACC.
b. The President shall be appointed by the Board of Directors at the close of the annual general meeting at which time he shall immediately take office and the outgoing President at that moment will end all official duties of the office and become a Past President.
c. The President shall be the presiding officer at all Board of Directors meetings and shall: (a) act as Chief Executive Officer of GVACC; (b) have the right to call special meetings; (c) appoint committee chairpersons; (d) maintain liaison with other like associations in the states and with the State Georgia; and (e) see that all officers discharge their duties.
6.03 Vice-President.
a. The Vice-President shall have been a general member of GVACC.
b. The Vice President shall be appointed by the Board of Directors at the close of the annual general meeting at which time he shall immediately take office and the outgoing Vice President at that moment will end all official duties of the office and become a Past Vice President.
c. In case of the absence of the President, the Vice-President shall preside at all GVACC meetings, and shall attend Board of Directors meetings.
d. The Vice-President shall direct and report to the Board of Directors on the activities of the GVACC, and shall perform such other duties as the President may direct.
6.04 Secretary.
a. The Secretary shall have been a general member of GVACC.
b. The Secretary shall be appointed by the Board of Directors at the close of the annual general meeting at which time he shall immediately take office and the outgoing Secretary at that moment will end all official duties of the office and become a Past Secretary.
c. The Secretary shall (a) keep all records, minutes of meetings and correspondence of GVACC; (b) perform such other duties as the President may direct; and (c) attend all Board of Directors meetings.
6.05 Treasurer.
a. The Treasurer shall have been a general member of GVACC.
b. The Treasurer shall be appointed by the Board of Directors at the close of the annual general meeting at which time he shall immediately take office and the outgoing Treasurer at that moment will end all official duties of the office and become a Past Treasurer.
c. The Treasurer shall (a) be custodian of all funds of GVACC and be responsible for sending bills for membership dues; (b) be accountable to the President and Board of Directors and make such disbursements as are duly authorized; (c) submit a written report of finances at the annual meeting and at such other times as requested by the President; and (d) attend all Board of Directors meetings.
6.06 Parliamentarian.
a. The Parliamentarian shall have been a general member of GVACC.
b. The Parliamentarian shall be appointed by the Board of Directors at the close of the annual general meeting at which time he shall immediately take office and the outgoing Parliamentarian at that moment will end all official duties of the office and become a Past Parliamentarian.
c. The Parliamentarian shall (a) rule on all questions of procedure according to Robert's Rules of Order at all meetings of the organization; (b) assist all other officers in the performance of their duties; and (c) attend Board of Directors meetings.
6.07 Other Duties and Rights
The President, Secretary or any other proper officer of GVACC authorized by the Board of Directors may sign deeds, mortgages, bonds, contracts or other instruments that 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 the bylaws.
Article VII
By-Laws
7.01 Purpose.
The by-laws shall establish any procedures necessary for governing GVACC, including but not limited to (1) procedures for acceptance as a general, associate or premium investment member of GVACC; (2) procedures for resignation, termination, expulsion from membership; (3) categories of membership; (4) dues structures and requirements for payment; (5) requirements for committees; and (6) all other procedures and rules deemed necessary and reasonable by the Board of Directors.
7.02 Availability.
The by-laws of GVACC shall be available to any all members upon request at GVACC's office during normal business hours and shall be available by mail within fourteen (14) days of any request from a full member.
7.03 Restrictions.
The by-laws of GVACC shall not abrogate any rights or privileges afforded general members of GVACC, and any provisions of the by-laws of GVACC that does abrogate or deny any right or privilege provided by this Constitution shall be null and void.
7.04 Amendment.
The by-laws shall be passed by a majority of the Board of Directors and shall only be amended by a majority of the Board of Directors at a meeting when all Board of Directors members have been given reasonable notice of time and place of said meeting and a copy of the by-laws or amendments have been provided thirty (30) days prior to said meeting.
Article VIII
Dues
8.01 Dues.
The Board of Directors shall establish the dues for all members and all other categories of membership established by the Board of Directors pursuant to the by-laws.
Article IX
Committees
9.01 Committees.
The Board of Directors may establish such committees as it deems necessary to fulfill the stated purposes and objectives of GVACC. Committee chairpersons shall be appointed by the President and shall report to the Board of Directors at its request at scheduled meetings of the Board of Directors.
Article XI
Executive Director
10.01 Duties of Executive Director.
The Executive Director shall be responsible for the routine administration and operation of GVACC under the direction of the President and the Board of Directors including, without limitation, the keeping of the financial records necessary or helpful to the Secretary or Treasurer, and generally acting as the administrative director of the GVACC. The Executive Director shall report to the Board of Directors on all matters concerning GVACC which are within the responsibility of the Executive Director.
10.02 Employment of Executive Director.
GVACC shall hire and employ an Executive Director on a salary basis. The Board of Directors shall retain and dismiss the Executive Director based on a majority vote.
10.03 Impartiality in GVACC Politics.
The Executive Director shall never, publicly or privately, express any opinion concerning any matter of an internal political nature within GVACC, and shall remain neutral toward any candidate for office of GVACC. The Executive Director will insure that all GVACC employees adhere to these same restrictions.
10.04 Bond.
The Executive Director shall be bonded at all times in the amount of at least $ 200,000.
Article XI
Elections and Balloting
11.01 Date of Elections.
The inaugural election of officers and Board of Directors members shall be held at least 60 days from the adoption of this Constitution and By-laws and annual election of officers of GVACC shall be held at the general membership meeting each year.
11.02 Nominations.
Nominations for all elected Board of Directors of GVACC shall be made by a Nominating Committee to be appointed by the President. The President shall appoint a Nominating Committee consisting of at least three (3) and not more than five (5) full members and the names of each member shall be known and announced by the President to the membership. One member of the committee shall always be the Vice President and notice of such meeting and nominations by the Nominating Committee for all offices shall be mailed to each member at the recorded last known address at least 60 days prior thereto. Additionally, nominations for any office may be made by any member of GVACC in good standing provided such nominations are made at least forty-five (45) days prior to the election in writing to the Executive Director of GVACC in time to be mailed to the membership. A list of all nominations shall be mailed by the Executive Director to full members at least thirty (30) days prior to the election.
11.03 Balloting.
Voting for all contested offices shall be by secret ballot and each general member present in good standing shall be entitled to one vote for each office. Voters eligible to vote for the election of Board of Directors of the spring meeting of each year would be those who are members with dues paid as of the first day of March preceding the meeting. Dues must have been received in the Georgia Vietnamese American Chambers of Commerce office as of March 1 to have been deemed received. Proxies shall not be recognized. Order of balloting shall be (1) Board of Directors-3 year term, and (2) Board of Directors-2 year term.
Nomination speeches may precede the balloting for each office not to exceed ten minutes each. A candidate receiving a majority of the votes of any office shall be declared the winner for that office. In the event of a tie, time shall be allotted for caucus and re-balloting shall occur.
Article XII
Adoption and Amendment
12.01 Amendment of Constitution.
This Constitution may be amended at any general meeting, provided copies of the proposed amendment are sent to the membership at least sixty (60) days prior to the meeting, and provided a majority of the members in attendance vote in favor of the amendment.
Article XIII
Vacancies in Office
13.01 Vacancies.
Any vacancies occurring in office shall be filed by the Board of Directors within forty-five (45) days from the date that the Board of Directors shall deem said office to be vacant. In the event of resignation, death or prolonged absence of the President, the Board of Directors may declare a vacancy in the office of the President. Said vacancy shall be filled by the Vice President who shall serve out the unexpired term of office for which he or she was elected. If other vacancies in office are created and if the Board of Directors in its discretion deems the vacancy so created to be of such a nature that a replacement is needed, the Board of Directors may appoint a replacement to serve out the unexpired term of office.
13.02 Offices Not Filled at General Election.
If any office shall not be filled at the inaugural election, a majority of the existing Board of directors shall fill said office by appointment within forty-five (45) days after said election at a special meeting called for that purpose. If any office shall not be filled at the general annual election, a majority of the existing Board of Directors shall fill said office by appointment within forty-five (45) days after said election at a special meeting called for that purpose. Notice of the time and place of this meeting shall be sent to all voting members and ex-officio members of the Board of Directors and nominations shall be taken and voted upon at this meeting.
Article XIV
Termination, Suspension or Removal From Membership
14.01 Resignation.
Matters pertaining to termination, suspension and removal from membership shall be established in the by-laws of GVACC, consistent with due process.
Article XV
Rules of Order and Harassment
15.01 Rules of Order.
The current edition of Robert's Rules of Order shall be the rules of order for the transaction of all business before GVACC.
15.02 Harassment
Harassment of any kind is not productive and will not be tolerated by GVACC. Any individual bound by these Constitution and Bylaws who is subject to verbally language relating to race, ethnicity, national origin, gender, religion, veteran status, marital status, age, disability or sexual orientation, or who experiences inappropriate physical touching or suggestive language is encouraged to report it immediately to the President. Any individual bound by this Constitution and Bylaws who is aware of such verbally or physically abusive conditions should report such activity immediately. The general policy will be reflected in the personnel procedures and program procedures promulgated by the GVACC to cover its staff as appropriate. However, nothing in this Article will bind the staff of GVACC, who will instead be covered by the procedures contained in their personnel policies and program procedures.
Article XVI
Fiscal Year
16.01 Fiscal Year.
The fiscal year of the entity shall begin on January 1 of each year and shall end on December 31 of each year.
Article XVII
GVACC Political Action Committee (“GVACC-PAC”)
17.01 Creation.
GVACC-PAC may be created as a part of GVACC through procedures established in the GVACC by-laws.
17.02 Purpose.
The GVACC-PAC shall ensure that Georgia laws are favorable to GVACC’s ideology, objectives, and purposes.
17.03 Officers.
Each GVACC-PAC group shall have a chairperson and vice-chairperson who are elected in accord with method adopted in by-laws of the GVACC-PAC group. The officers shall attend Board of Directors meetings. The officers shall be responsible for reporting to the Board of Directors.
17.04 By-Laws.
Each GVACC-PAC group shall establish its own by-laws which cannot conflict with this constitution or the by-laws of GVACC. The by-laws of any GVACC-PAC group and any amendments to said by-laws shall be provided to the Board of Directors which must approve the by-laws and any amendments thereto by majority vote before said by-laws or amendments have any effect.
17.05 Budget.
The annual budget of any GVACC-PAC group shall be presented to the Board of Directors at the annual general meeting of the Board of Directors and the Board of Directors must approve the budget by majority vote before any funding from GVACC or assistance from GVACC can be authorized by the Board of Directors.
17.06 Public Announcement.
No GVACC-PAC group can make any public announcement of any position of GVACC or the GVACC-PAC group without first presenting this proposed announcement to the Board of Directors and the Board of Directors approves the announcement by majority vote.
Article XIIX
Philanthropic Sections
18.01 Creation.
Philanthropic sections may be created as a part of GVACC through procedures established in the GVACC by-laws.
18.02 Purpose.
Philanthropic sections shall assist in accordance with GVACC’s mission to give back to the Vietnamese community and shall be organized and focused on specific characteristics of all membership.
18.03 Officers.
Each Philanthropic section shall have a chairperson and vice-chairperson who are elected in accordance with the method adopted in the by-laws by the membership of the Philanthropic section. The officers shall attend Board of Directors meetings. The officers shall be responsible for reporting to the Board of Directors.
18.04 By-Laws.
Each Philanthropic section shall establish its own by-laws which cannot conflict with this Constitution or the by-laws of GVACC. The by-laws of any Philanthropic section and any amendments to said by-laws shall be provided to the Board of Directors which must approve the by-laws and any amendments thereto by majority vote before said by-laws or amendments have any effect.
18.05 Budget.
The annual budget of any Philanthropic section shall be presented to the Board of Directors at the annual general meeting of the Board of Directors and the Board of Directors must approve the budget by majority vote before any funding from GVACC or assistance from GVACC can be authorized by the Board of Directors.
18.06 Public Announcement.
No Philanthropic section can make any public announcement of any position of GVACC or
the Philanthropic section without first presenting this proposed announcement to the Board of Directors and the Board of Directors approves the announcement by majority vote.
Article XIX
Political Endorsement
19.01 Political Endorsements.
GVACC shall make no public statement, pronouncement or political endorsement of any party or candidate for any political office, or engage itself in any activity which would detrimentally affect the entity or otherwise subject it to loss of any non-profit tax exempt chamber of commerce status enjoyed by the entity under the Internal Revenue Code of the United States, and no member office, or representative of the entity shall take any action on behalf of the corporation that would violate this provision.
Article XX
Finances
20.01 Funds
All monies paid to the chamber shall be placed in a general operating account. All funds of GVACC not otherwise employed shall be deposited from time to time to the credit of GVACC in such banks, trust companies or other depositories as the Board of Directors may select.
20.02 Disbursements
All disbursements shall be by check. Upon approval of the budget, the Treasurer with the President’s approval is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. The Treasurer with the President’s approval is authorized to make disbursements on accounts and expenses not provided for in the budget without additional approval of the Board of Directors up to one thousand dollars ($ 1,000.00). The Treasurer is authorized to make disbursements on accounts and expenses not provided for in the budget without additional approval of the President nor Board of Directors up to five hundred dollars ($ 500.00). All bank checks and drafts and all other such orders for the payment of monies out of the funds of GVACC, and all notes or other evidences of indebtedness of GVACC, shall be signed on behalf of GVACC in such manner as shall from time to time be determined by resolution of the Board of Directors.
20.03 Accounting
All monies paid to the chamber and disbursements shall be accounted for by way of monthly accounting and budget forms.
20.04 Annual Audit
The accounts of GVACC shall be audited annually as of the close of the business each fiscal year by a certified public accountant. The audit shall at all times be available to anyone, whether within the organization or not.
Article XXI
Compensation, Reimbursement, Loans and Contracts
21.01 Compensation
No elected Board of Directors, appointed Officers or member of a Committee shall receive compensation for his or her services. The Board of Directors shall be empowered to provide reasonable compensation, together with reimbursement for reasonably incurred expenses, for offices or positions not afforded voting privileges for purposes of corporate decision-making, such as the position of Executive Director.
21.02 Reimbursement
Notwithstanding the mandates of this Article, at the discretion of the Board of Directors, individual Directors, Officers, members of Committees and employees may be reimbursed in an amount determined by the Board of Directors for expenses reasonably incurred by them in the performance of their duties.
21.03 Loans
21.03.01 No loans shall be made by GVACC to its Directors, Officers, members of Committees or to any other corporation, firm, association or other entity in which one or more of its Directors, Officers or Committee members are Directors or Officers or hold a substantial financial interest, except as may be permitted by law.
21.03.02 No loans shall be contracted on behalf of GVACC unless specifically authorized by the Board of Directors.
21.04 Contracts
The Board of Directors, except as this Constitution and Bylaws may otherwise provide, may authorize any officer, agent, in the name of GVACC to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but unless so authorized by the Board of Directors, or expressly authorized by this Constitution or Bylaws, no officer, agent, or employees shall have the power or authority to bind GVACC by any contract or engagement or to pledge its credit or render it financially liable in any amount for any purpose.
Article XXII
Dissolution
22.01 Procedure
The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the chamber. On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c)(6).
Article XXIII
Amendments
23.01 Revisions
These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the general members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board of Directors or the general members in writing, at least ten (10) days in advance of the meeting at which they are to be acted on.
G.V.A.C.C. By-Laws
Section 1
Membership and Dues Structure
1.01 General Membership.
(a) General membership shall be open to all business owners who are Vietnamese American who annually meet the requirements of the certification required of new members which is listed in this section.
(b) General Members shall adhere to all rules and policies established by GVACC, including but not limited to, confidentiality and nondisclosure of confidential or sensitive information generated by GVACC or its members, whether the same is disseminated or made available by means of the
GVACCs website, groups, sections, listserves, seminars or otherwise. The violation of such rules or policies shall serve as grounds for expulsion, suspension or censure under section 3.07.
(c) Further, membership for all members shall be made by written application and each new general member shall certify on the application of membership that:
I am an owner of a business and I am Vietnamese American. I do hereby certify that I am devoted to GVACC’s mission and that I am not a member of an organization that conflict or can conflict with GVACC’s mission. I further agree that in the event that for any reason the nature of my devotion or association changes such that I no longer meet the membership criteria set forth herein, I will immediately notify GVACC and relinquish my membership in GVACC. Further, if other members of my entity are not eligible for membership in GVACC, I will make all reasonable and necessary efforts to implement specific institutional mechanisms (e.g., "Chinese Walls") to effectively prevent any flow of confidential or sensitive information generated by GVACC or its members to such members in my entity; and will, on request, provide the GVACC Board of Directors, or any committee appointed regarding membership criteria, with sufficient details regarding such institutional mechanisms to verify that the interests of GVACC and its members are being protected. Further, I do hereby agree to not use information obtained from GVACC or its members, whether the same is disseminated or made available by means of the GVACC’s website, groups, sections, listserves, seminars or otherwise, to advance interests opposed to those of GVACC, its members; and acknowledge my understanding that such information would include, but not limited to, information about general members, information about associate members, information about premium investment members and information about political goals or strategies of the organization. Further, I do hereby swear or affirm that I shall fully and faithfully abide by the Constitution, the By-Laws and all rules or policies of GVACC which are now or which shall hereinafter be in effect. By signing this application, I do hereby represent that the certifications and statements herein are truthful and correct, and acknowledge my understanding that any false or misleading certifications or statements made as part of a Membership application serve as grounds for expulsion, suspension or censure under section 3.07 of the GVACC By-Laws.
1.02 Associate Membership.
a. Associate Membership shall be open to all persons who are not eligible for General Membership, but who meet one of the following eligibility requirements and who make written application to join in compliance with the fee structure of GVACC:
1. Ineligible for General Membership. All who do not meet the requirements of General Membership under in section 1.01(c).
2. Student. All persons who are actively enrolled student of any college or university within the state of Georgia.
3. Full-time Professor. All persons who are full-time professors at any college or university within the state of Georgia.
b. Associate Members shall adhere to all rules and policies established by the GVACC, including but not limited to, confidentiality and nondisclosure of confidential or sensitive information generated by GVACC or its members, whether the same is disseminated or made available by means of the GVACCs website, groups, sections, listserves, seminars or otherwise. The violation of any such rules or policies shall serve as grounds for expulsion, suspension or censure under section 3.07.
c. The rights and privileges of Associate Members includes all rights under General Membership except eligibility for voting right.
1.03 Premium Investment Membership.
Premium Investment Members shall automatically become ex-officio members of the Board of Directors. Each Premium Investment Member shall be awarded a suitable plaque recognizing his or her Premium Investment Membership and dedication to the GVACC. Premium Investment Members are entitled to _______________________________________________________. All registration badges issued to Premium Investment Members shall specifically designate that they are Premium Investment Members.
Premium Investment Membership shall require all applicants to be approved by a majority of the Board of Directors.
1.04 Additional Privileges.
In addition to the foregoing, all members of GVACC shall be listed prominently by membership classification, business entity each has an ownership interest in, and contact information of entity in each issue of ____________________ and in the annual GVACC directory.
1.05 Honorary Membership.
Non-GVACC members may be given Honorary Non-Voting Membership as approved by the Board of Directors.
1.06 Endorsement of Applications.
Except for the inaugural year, all future applications for general membership shall be endorsed by the name of a current general member of GVACC in good standing and shall be subject to approval of the Membership Committee.
1.07 Other Classes of Non-Voting Memberships
The Board of Directors may create other classes of non-voting memberships and shall establish procedures for the application and admittance to all classes of membership.
Section 2
Annual Dues
2.01 Payment of Dues.
All members of the entity, with the exception of ________________________________________, shall be liable for the payment of dues as fixed and established by resolution of the Board of Directors.
2.02 Change in Dues Structure.
Changes in the dues shall be made by the Board of Directors only upon fifteen (15) days prior written notice to all members of the Board of Directors that such dues changes are to be considered at any meeting of the Board of Directors. However, current dues shall continue annually, hereafter, and any resolution modifying or otherwise changing the annual dues for members shall be fixed and determined by the Board of Directors not later than ninety (90) days prior to the first day of the fiscal year of the corporation. All dues as established herein shall be due and payable no later than the first day of the second fiscal month of the corporation.
2.03 Dues Structure for General Membership.
The annual dues for General Members shall be:
(a) Micro Business[3]: $ 250.00;
(b) Business[4]: $ 500.00;
(c) Enterprise[5]: $ 750.00;
(d) Corporate[6]: $ 1,000.00;
(e) Silver Executive: $ 2,500.00;
(f) Gold Executive: $ 5,000.00;
(g) Platinum Executive: $ 7,500.00;
2.04 Dues Structure for Associate Membership.
The annual dues for Associate Members shall be $ 45.00.
2.05 Dues Structure for Premium Investment Membership.
The annual dues for Premium Investment Membership shall be $ 10,000.00.
Section 3
Termination, Suspension or Removal from Membership
1. Expulsion, Suspension or Censure
A member may be expelled, suspended or censured for violation of the annual membership certification or making false or misleading certifications or statements in connection with the requirements of certification under section 1.01(c), for unethical conduct, or for misconduct which brings discredit to said member, the GVACC or his or her own profession. This power shall rest exclusively in the Board of Directors.
A member shall be provided fifteen (15) days notice in writing of any complaint made against said member. The notice shall specify the charges against the member and shall advise the member of the time and place of the hearing, which shall be held either before the Board of Directors or by teleconference at the discretion of the presiding member of the Board of Directors. The notice may be delivered by certified mail or statutory overnight delivery sent to the last address of the member shown on the organization's records. The member may appear and present evidence at the hearing. Any such expulsion, suspension or censure of a member shall require a two-thirds vote of the Board of Directors present and voting. A member expelled, suspended or censured shall be provided notice of the decision of the Board of Directors in writing, delivered by either of the means set forth above.
A member expelled, suspended or censured may seek reconsideration of the decision of the Board of Directors by submitting a request for reconsideration, in writing, to include any grounds or any further evidence, within fifteen (15) days of the date of said notice. Any such request for reconsideration may be delivered by certified mail or statutory overnight delivery sent to the Board of Directors at the offices of the organization. Any such request for reconsideration shall be reviewed by the Board of Directors, without further hearing, and may be granted by a two-thirds vote of the Board of Directors present and voting. Notice of the decision by the Board of Directors shall be provided to the member, in writing, delivered by either of the means set forth above.
Further, a member expelled, suspended or censured may appeal the decision of the Board of Directors to the General Membership at the annual meeting of the organization by submitting notice of the intention to appeal in this manner to the Board of Directors within thirty (30) days of the date of notice of either the decision on the complaint or request for reconsideration. Any such notice of the intention to appeal shall be delivered to the Board of Directors by either of the means set forth above. The member and a representative of the Board of Directors will each be given three minutes at the annual meeting to present argument, after which a vote will be taken to overrule the Board of Directors. Any such appeal may be granted, thereby overruling the Board of Directors, by a 60% vote of the General Membership present and voting.
If it is found that the member made any false or misleading certifications or statements as part of a Membership application as set forth in section 1.01, or engaged in any unethical conduct or misconduct bringing discredit to said member, the GVACC or his or her own profession, the Board of Directors may further decide whether to submit the members conduct to the attention of his or her own profession sanction body for possible disciplinary action consistent with its rules and procedures. Any such submission for possible disciplinary action shall require a two-thirds vote of the Board of Directors present and voting.
Section 4
Standing Committees.
4.01 Standing Committees.
There shall be Standing Committees which shall be composed of members appointed by the President within ten (10) days after his or her succession to the office of President. The committees shall consist of the following with the duties as defined hereafter. Each committee shall have a chairman and a co-chairman appointed by the President.
4.02 Budget Committee.
The Budget Committee shall study the needs and the expenses of GVACC and make recommendations concerning same.
4.03 Education Committee.
The Education Committee shall assimilate and make suggestions for educational seminars and shall obtain qualified speakers and participants. The committee shall furnish a program for each of the seminars; determine when and where to have each seminar and shall provide program materials for the seminars. The committee shall be in charge of making all arrangements necessary for conducting same. The Education Committee Chairperson shall be an ex-officio member of the GVACC Board of Directors.
4.04 Legislative Committee.
The Legislative Committee shall study the actions of the lawmaking bodies and make suggestions consistent with upholding the ideology, objectives and purposes of GVACC. The Legislative Committee Chairperson shall be an ex-officio member of the GVACC Board of Directors.
4.05 Georgia Chamber of Commerce Liaison Committee.
The Georgia Chamber of Commerce Liaison Committee shall recommend rule changes to Georgia which are consistent with the ideology, objectives and purposes of GVACC; the committee shall resist rule changes of Georgia which are inconsistent with ideology, objectives and purposes of GVACC; the committee may actively assist and defend its members against claims or charges of malfeasance, misfeasance, nonfeasance, or violations of the rules of Georgia.
4.06 Membership Committee.
The Membership Committee shall solicit membership of all who meet the requirements of this GVACC Constitution. The Membership Committee Chairperson shall be an ex-officio member of the GVACC Board of Directors.
4.07 Governmental Affairs Committee.
The Governmental Affairs Committee shall study and monitor the actions of local, state and federal governmental bodies and make suggestions consistent with upholding the ideology, objectives and purposes of GVACC.
4.08 The Ethics Committee
The Ethics Committee shall assist GVACC in formulating, disseminating to its members and enforcing reasonable ethical guidelines governing the conduct of its members with respect to ethical conduct, including, but not limited to, conducting his or her own business ethically.
4.09 Recommendations of the Board of Directors.
The above mentioned committees shall make recommendations to the Board of Directors at any regularly or specially set meeting of the Board of Directors concerning their respective committees.
4.10 President's Advisory Council.
The President's Advisory Council shall be composed of all past presidents. It shall be chaired by a past president appointed by the President. It shall meet at least annually and small make such recommendations to the Board of Directors as the council deems appropriate.
4.11 Other Committees.
In addition to the above committees the Board of Directors may appoint such other committees as it may deem necessary and appropriate to serve at the pleasure of the Board of Directors.
Section 5
Special Sections
5.01 Special Sections.
There shall be sections which shall be composed of those members who have enlisted and paid section dues which will be determined by the section chairman. These sections shall consist of the following with the purposes and objectives as defined hereafter. Each section shall have a chairman and a co-chairman appointed by the President within ten (10) days after his or her succession to the office of President.
5.02 New Entrepreneurs Section.
The New Entrepreneurs Section shall serve as a resource for new entrepreneurs with the objectives of facilitating the transition to the actual operation of his or her new business and providing new entrepreneurs with practical experience and knowledge through educational seminars, workshops, opportunities for mentoring, and dissemination of reference materials.
5.03 Student Section.
The Student Section shall serve as a resource for students, offering training and education as to practical skills through seminars, workshops, and dissemination of reference materials.
[1] Business encompass professions as well as mercantile and trading businesses. See Rev. Rul. 70-641, 1970-2 C.B. 119.
[2] A resident of the United States who is of Vietnamese descent.
[3] Business with 0-4 full-time employees.
[4] Business with 5-10 full-time employees.
[5] Business with 11-20 full-time employees.
[6] Business with more than 20 full-time employees.
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