By-Laws
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Articles of Incorporation Nepali Cultural and Spiritual Center
1. Name
The Name of the organization shall be: Nepali Cultural and Spiritual Center (hereafter called Center).
2. Mission
This Center is established to provide a common place for all Nepali Hindus and Buddhists and other nationalities of these faiths to congregate culturally, spiritually and religiously, to pray in accordance with their faith, to promote and preserve Nepali cultural heritage, to strengthen social and religious harmony between different faiths of Nepal , and to practice and promote Nepali cultural values.
3. Objective
To build and maintain Hindu/Buddhist Cultural and Spiritual Center (a joint project of Pashupati Temple , Buddha, Temple , and Community Hall), around DFW Metro.
4. Membership
4.1 Membership of the Center shall be extended to all interested, 18 years or older, who agree to abide by Center's mission and objectives and are willing and able to pay minimum required membership fees.
4.2 The Board of Trustees shall have the right to offer honorary membership to any person as it sees fit.
4.3 Center shall not refuse an application for membership on the grounds of race, sex, religion or political views. However, it may expel any member for behavior likely to bring the Center into disrepute.
4.4 Types of membership and fees:
a. Annual Member - $ 51 - $499
b. General Member $500- $999
c. Active Member - $1000- $2 499
d. Life Member - $2,500- $4,999
e. General Benefactor - $5000-$9,999
f. Benefactor - $10,000- $19,999
g. Grand Benefactor - $20,000-$29,999
h. Patron Member - $30,000- $49,999
i. Grand Patron - $50,000 or more
j. Honorary Member No voting right
k. Out of state residents shall be granted life membership at a fee of $500 or more and all other membership at half of regular fees. 4.5 Membership can be elevated to the higher level by paying the difference between current level membership and higher-level membership.
4.6 Rights of the members:
a. Attend general meeting called by the Executive Committee (EC), and vote for the Trustees, and vote for any matter brought properly before the assembly.
b. Right to file candidacy for EC and to hold office if duly elected (except honorary members)
c. All members except Honorary members shall have voting right in general assembly. Membership category (I) will be considered Trustee for their life. If they wish to elect their representative, can do so in the increment of two years.
d. Membership Category (c), (d), (e, (f), (g), and (h) shall qualify for special privilege to elect Trustees as defined in 7.1.
e. Annual members should renew their membership annually.
f. Membership fee for categories (D), (E), (F), (G), (H) and I can be paid in two installments within one year. 4.7 EC may create additional class of membership, which should be ratified by subsequent General Assembly.
5. Finances
5.1 Center will finance the activities it engages in by the following means:
a. Membership dues and donations.
b. Center will have fundraisers as authorized by Board of Trustees. 5.2 Center will have it's own bank account where all the funds will be deposited and disbursed from.
5.3 Center will prepare annual budget, Treasurer will coordinate the preparation of budget.
Governance Structure General Assembly, Board of Trustees and Executive Committee
6. General Assembly (GA)
6.1 General Assembly consists of all categories of members and is highest authority of Center. Every member have equal right to participate in the assembly proceedings and cast their votes (except honorary members) on any matter, motion or petition duly brought before the assembly. General Assembly shall appoint the auditors of the Center.
6.2 Quorum: 33% of the general membership shall constitute quorum for GA proceedings. If quorum is not present, second meeting will be called with 15 day notice, present members in second call will be considered quorum.
6.3 Special GA meetings can be called at the written request of 25% of the general members. Within 15 days of receipt of such request Secretary should send notice to members for the GA meeting.
6.4 The overall governance of the Center shall be vested in General Assembly.
6.5 Oldest member of BOT will preside over the meetings of General Assembly.
7. Board of Trustees (BOT )
7.1 There will be 9 25 member Board of Trustees elected by:
a. Active Membership category - 2 BOT
b. Life Member category - 2 BOT
c. General Benefactor category - 2 BOT
d. Benefactor Qualifies for 2 term BOT
e. Grand Benefactor Qualifies for 3 term BOT
f. Patron Member Qualifies fore 4 term BOT
g. Grand Patron Qualifies for life time member of BOT
h. Nepal Society Texas2
i. President of Executive committee 1
j. GA should elect one Hindu member and one Buddhist member of BOT 7.2 If a BOT position becomes vacant before election, BOT will appoint Trustees for the remainder of the term.
7.3 BOT will provide general policy guidance to the Executive Committee, shall not interfere with day to day affairs of the center.
7.4 BOT has responsibility to abide by the directions of GA.
7.5 EC should seek BOT approval on any and all major policy issues and any single spending of more than $5,000.
7.6 Two thirds of BOT majority can request a revise of any decision taken by EC.
7.7 The BOT shall have a Chairperson, a Vice-chairperson, and a Secretary. These Officials shall be elected from among the BOT members.
7.8 Tenure of BOT shall be two years.
7.9 Simple majority of BOT will constitute quorum.
8. Executive Committee:
8.1 General Assembly shall elect 11 Executive committee members; these elected members should elect following officials amongst themselves:
a. President 1
b. Vice President - 1
c. General Secretary - 1
d. Joint Secretary - 1
e. Treasurer - 1
f. Executive members 6
g. Chief priest of Hindu Temple - 1
h. Chief priest of Buddha Temple - 1 8.2 Tenure of EC shall be two years.
8.3 Day to day business affairs of the Center shall be managed by the EC. All the rights, powers, duties and responsibilities relative to the management and control of the Center's property and affairs are vested in the EC for the benefit of the Center.
8.4 Executive Committee can acquire and hold real estate and personal property as it deem necessary for carrying out the objectives of Center. No real estate or personal property belonging to Center shall be sold, unless specifically and previously approved by a special or regular General Assembly.
8.5 Every year Executive Committee will hold general assembly and following reports should be presented before the General Assembly:
a. President's Report
b. Yearly Financial Statements and Audit Reports. 8.6 Executive committee will nominate a five-member Election Committee 3 months before the end of it's tenure. Election Committee will hold election for the official per clause 8.1 under the general guidelines of this constitution. Election Committee will construct its operating guidelines and election process in accordance with this by law.
8.7 Quorum: a simple majority will constitute quorum for the meetings of and Executive committee.
8.8 EC has a duty to exercise reasonable care and prudence in managing the affairs of the Center. The EC may make rules for the conduct of its meetings; however, any rules inconsistent with these bylaws shall be null and void.
8.9 EC should at least hold meetings once in two month, or as frequent as needed.
8.10 EC can appoint officers as deemed necessary to conduct Center's business.
8.11 EC can accept at its discretion all gifts, bequests and donations, in cash or in kind, provided that any such gifts, bequests or donations, which the donor makes, are unrestricted. In case of restrictions, the EC may reject the gift(s) if such restrictions are not in the best interests of the Center. Further, the wishes of any donor regarding the use of their donations shall, at the discretion of the EC, be accepted and honored, to the extent possible as long as such wish does not conflict with the purposes of the Center.
8.12 EC shall approve annual budget as recommended by the President of the Executive Committee.
8.13 EC or any other officer authorized by EC can sign any deeds, mortgages, bonds, contracts or other instruments for the benefit of Center.
8.14 EC shall maintain a list of current voting members and their addresses on file. Such list shall be updated at least annually and shall be available for inspection by any member.
8.15 EC shall report to the General Assembly at its annual meeting about the financial and operational status of the Center.
9. Duties of President
a. Prepare and present President's report in General Assembly.
b. S/he shall preside over all the regular meetings of the Board of Trustees and general assembly meetings.
c. Appraise the activities of the Center and present the status of committee's activities if any.
d. S/he shall be responsible for the day-today and over all activities of the Temple .
e. Organizing the promotion of the Center, its programs, and activities.
f. In case of a tie vote at any of the meetings, the President shall cast the deciding vote.
g. The President shall be the Chief Executive Officer of the Center, and shall supervise all the officers, agents and employees of the Center subject to the policies and guidance of the Board of Trustees.
h. The President shall instruct Secretary to call a special meeting of the Board upon the written request of four members of the Board within seven days provided, however, that written notice be sent to the Board of Trustees at least five days prior to such a meeting. 10. Duties of Senior Vice President/Vice President
10.1 Senior Vice President
a. Senior Vice President shall carry out the duties of the President in the President's absence or incapacity.
b. By a approval of the Board, Senior Vice President shall fill the remainder of the President's term of office in case of vacancy. 10.2 Vice President
a. Vice President shall carry out the duties of the President in the President and Senior Vice President's absence or incapacity.
b. Any other task assigned by EC.
c. Vice-President will oversee the activities of the various committees formed by the board and will provide liaison between those committees. 11. Duties of Secretary
a. The Secretary shall keep accurate records/minutes of Center activities and Board meetings.
b. S/he shall develop Center calendar, inform the president and the Board of activities to be performed at stated times or stated intervals.
c. S/he shall issue calls and notices as instructed by the President, shall call meetings of the board of Trustees as advised by president.
d. S/he shall conduct the correspondence of the Center and shall have custody of all books, papers, records, and documents.
e. S/he shall maintain a complete record of current and past members for the purpose of establishing communication, for appointment or for election.
f. The Secretary shall be primary contact person of the Board of Trustees and executive committee.
g. Secretary shall have the custody of seal of the Center and shall use it under the direction of the board. 12. Duties of Treasurer
a. The Treasurer shall be responsible for preparation of the annual budget.
b. S/he shall report the current financial situation to the Board at regularly scheduled meetings and be responsible for determining ways and means of financing the Center's operations.
c. The Treasurer shall maintain a set of books and records showing the receipts and disbursements of the Center.
d. S/he shall prepare and submit a complete set of audited financial reports of the Center at each General Assembly.
e. S/he shall have custody of all funds of the Center and shall deposit the same, as directed by the Board.
f. The Treasurer shall not draw any funds without the approval of the Board. Board can authorize Treasurer to maintain a petty cash of $1,000 or less for the emergencies and small transactions. 13. Duties of Joint Secretary
In the absence of the Secretary, the Joint Secretary assumes the responsibilities of the Secretary. In addition, Joint Secretary is responsible for tasks assigned by the Secretary and EC.
14. Removal of the Officer
If found in violation of the Center's purpose or constitution, any Officer may be removed from office by the following process:
a. A written request by at least three members of the Board of Trustees, regarding the violation.
b. Written notification to the alleged officer of the above request.
c. Scheduling of a special meeting of the Board of Trustees where the Officer in question will be present and be prepared to speak for him/herself.
d. A two-thirds (2/3) majority vote is necessary to remove the officer.
e. If the officer in question does not attend the consecutive three duly called special meetings, s/he is assumed to have removed automatically. 15. Removal of the Board of Trustees
If found in violation of the Center's purpose or constitution, any board of Trustees may be removed from office by the following process:
a. Written request by 25% of the current GA members.
b. Written notice to the Board of Trustee in question of above request.
c. Scheduling of a special general assembly where the Board of Trustee in question will be present and be prepared to speak for him/herself.
d. A simple majority vote is necessary to remove the Board of Trustee.
e. If Board of Trustee in question does not attend the special general assembly, members of the assembly can still hold the vote of removal. 16. Removal of the EC members
If found in violation of the Center's purpose or constitution, any official of EC may be removed from office by the following process:
a. Written request by 25% of the current GA members.
b. Written notice to the EC and Board of Trustee in question of above request.
c. Scheduling of a special general assembly where the EC official in question will be present and be prepared to speak for him/herself.
d. A simple majority vote is necessary to remove the EC official.
e. If EC official in question does not attend the special general assembly, members of the assembly can still hold the vote of removal. 17 . Resignation
17.1 BOT may resign from their posts after proper hand over of their responsibilities and accountabilities to any person designated by Board. Board will fill the vacant position with a majority vote for the remaining tenure.
17.2 Any member of EC may resign from their posts after proper hand over of their responsibilities and accountabilities to any person designated by EC. EC will fill the vacant position with a majority vote for the remaining tenure.
17.3 Any officer may resign from their posts after proper hand over of their responsibilities and accountabilities to any person designated by EC. EC will fill the vacant position.
18. Amendments:
This Constitution can be amended by two third majority of General Assembly.
19. Interim Management:
19.1 A committee called Interim Committee (IC) will be constituted in consultation with Ad hoc Committee and Nepali Diaspora residing in and around DFW Metro.
19.2 This committee will administer the establishment and construction activities of Center. Members in this committee can be added/eliminated if two third majority of the members of this committee deem necessary.
19.3 An executive body will be appointed by IC comprising of Chief Coordinator and Coordinators of various committees to administer day to day activities. Entire Executive Board or individual members of the Board can be altered by the majority of IC.
19.4 This committee will remain in place till the Center is inaugurated, becomes functional, and a manager/priest is appointed, upon which election proceedings described in clause 7.7 of this by laws will be undertaken.
20. Implementation:
This Constitution will come into force upon the registration of the Center with Texas Secretary of State and IRS.
21. Dissolution:
If dissolved any and all remaining assets of this center shall go to Nepal Society of Texas or any other 501 C 3 working to promote peace and harmony in the community
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