ARTICLE 1: NAME

1.1. The name of this incorporation is "Nepal Center of North Carolina, Inc."  It will be hereinafter abbreviated as "NCNC" and referred to as the “Corporation”. The LOGO of the Center shall be determined by the Board of Directors (BOD) described in Article 7.

ARTICLE 2: PURPOSES

2.1. As per article 3(a) to 3(f) of the NCNC document certified by the state of North Carolina, the goals of NCNC are as follows:

2.1.1. To promote friendship and closer cultural, academic, socioeconomic ties and exchanges between the people of the State of North Carolina and the Kingdom of Nepal;

2.1.2. To assist in the socioeconomic, cultural and academic development of Nepal;

2.1.3. To provide economic or financial assistance to disadvantaged or resource poor communities in Nepal and to the victims of natural and manmade disasters everywhere;

2.1.4. To help individuals and families of Nepalese origin visiting or residing in North Carolina more easily learn about life in American society while preserving, enhancing and sharing their own cultural knowledge, heritage and traditions;

2.1.5. To disseminate information and advice to North Carolinians and others about to embark on trips to Nepal; and

2.1.6. To establish and maintain ties with organizations of similar purposes and interests.

ARTICLE 3: DEFINITIONS AND CLARIFICATIONS

3.1. Definitions

3.1.1. "Generated income" means money generated from permanent endowment funds including dues from the life membership and properties.
3.1.2. "Majority " of votes means two-third of the present votes.
3.1.3. "Simple majority" means more than 50% of the present votes.
3.1.4. "Meeting" means meeting conducted according to established parliamentary procedures.
3.1.5. "Member " means general member, life member, honorary member, and patron of the NCNC unless stated otherwise.
3.1.6. "Institution" means an established public or private organization dedicated to education, public service, or culture where more than four Nepali people are associated.

3.2. Clarifications

3.2.1. Only the Board of Directors (BOD) , BOT as described in Articles  6 and 7, shall have the full rights to clarify or interpret any articles and their corresponding sections of the by-laws. The articles of Incorporation of NCNC approved by the State of North Carolina can also be referred for further elaboration of the definition of BOD and other related matters.
3.2.2. A "proxy vote" is a vote cast by another member representative for the absent member with written or verbal authority.
3.2.3. A member can also send his/her vote by a regular mail, an email or any acceptable means if in case he/she chooses to do so because of his/her inability to be present in the meeting. That vote will be counted as a vote in-absentia which must be received before the meeting.
3.2.4. The corporation and its activities shall in no case be affiliated with any political and religious activities.

ARTICLE 4: MEMBERSHIP

4.1. Eligibility

Membership in NCNC is open to all Nepali, American, and other nationalities willing to join by paying annual membership dues and support to achieve the goals and objectives of NCNC as stated in Article 2, of the by-laws. There will be no denial of membership based on age, sex, race, color, national origin, religion, disability, marital status, and military status.

4.2. Categories

There will be four categories of membership described as follows:

4.2.1. General member
Any eligible person can become a general member by paying annual dues set by the BOD. Discount rates shall be provided to students and senior citizens.

4.2.2. Life Member
Any eligible person, a couple or a family (including children of age under 18) can become life member by paying one-time dues set by the BOD.  At least 90 percent of the funds collected through life membership shall go to the permanent endowment fund or property of the corporation.

4.2.3. Honorary Member
The BOD may decide by a simple majority vote to invite a distinguished person of Nepali, American, and other nationality to become an Honorary Member of the NCNC, who has substantially contributed in the areas of the NCNC’s goals and objectives stated in Article 2, of these by-laws.  Invitation may be extended to a maximum of two members per any term of BOD. Additional members may be invited by a unanimous vote of the BOD with a maximum of four per term.

4.2.4. Patron
The BOD may decide by a simple majority vote to invite a distinguished person of Nepali, American, and other nationality who has outstanding capability to support, protect, and/or preserve the goals and objectives of NCNC to become a patron. Invitation may be extended to a maximum of one patron per any term of BOD. Additional patrons may be invited by a unanimous vote of the BOD with a maximum of two per term.

4.3. Privileges

Membership in NCNC allows active participation in all its activities. All members shall get free subscription of NCNC newsletter. They shall also receive special discount rates on the NCNC sponsored programs, publications, and products.

ARTICLE 5: GENERAL BODY

5.1. All members as per Article 4 shall constitute a General Body.

5.2. The General Body shall have the rights to pass and amend the by-laws with a 2/3 majority of  present votes.

5.3. The General Body shall elect nine members to the executive committee and the board of directors. Thus total of nine members will constitute Board of Directors who will run the organization and be responsible to the General Body.

5.4. At least 25 percent of the General Body members can request a special session to vote on any referendum and amend the by-laws including removal of one or more members of the BOD.

ARTICLE 6: BOARD OF TRUSTEES  (BOT)

6.1. Eligibility

Those who are deemed by the General Body to have substantially contributed to or have interest in or association with Nepal or Nepali Community will be eligible to be invited to become members of the BOT.

All ex-presidents of BOD, if willing, will be eligible and invited to the BOT.

Maximum number of the BOT will not normally exceed five members unless the general body considers otherwise.

6.2. Functions of the BOT

6.2.1. In case of conflict arising within the BOD, or threat to the NCNC from any quarters, that needs the intervention of the BOT, the BOT members singly or collectively can intervene, conciliate and resolve the conflict.

6.3 The BOT will work as Patrons and well wishers of NCNC.

ARTICLE 7: BOARD OF DIRECTORS (BOD) AND EXECUTIVE COMMITTEE

7.1. Board of Directors (BOD)

The daily management of the NCNC and its affairs shall be vested in the BOD consisting of nine members elected by the General Body of the NCNC. The elected members will form an Executive Committee consisting of a President, two Vice-Presidents, Executive Secretary, Treasurer, and four Directors.

7.2. Identification of Tasks

The BOD must initiate tasks  and assign Board  Directors or others to lead and coordinate tasks in the following  areas:

1. Publishing newsletter, documents (Editor)
2. Finance and Fund raising
3. Membership Drive and Public Relations
4. Education and Development
5. Women’s Activities
6. Children’s Activities
7. Sports and Youth Activities
8. Social and Cultural Activities
9. Research and Publications
10. International and Legal Affairs

7.3. Executive Committee

The BOD shall be responsible for executing and implementing the policies and programs of the NCNC as well as conducting the activities of the Corporation. To widely execute and perform its programs and policies, the BOD may, however, expand the  Executive Committee in future with the addition of up to ten additional members making a total of 19 members altogether. Out of these ten, BOD shall nominate up to seven members as regional coordinators. The actual number of regional coordinators depends upon the number of NCNC members in each region of North Carolina. Remaining three shall be the representatives from local institutions as defined earlier in Article 3. However, at any time the total number of additional members from the regional coordinators and representatives shall be kept even (e.g. 2, 4, 6, 8, 10) to make an odd number of members in the Executive Committee. These coordinators/representatives may serve in the areas of publication, cultural and literary programs, sports, fund raising, health and social service, women, youth, and children activities, etc for their respective regions and chapters. The rights and duties of the nominated members will be as equal to the elected members. If and when such coordinators and representatives are not available, the BOD itself serves as the Executive Committee.

7.4. To be eligible to serve as an elected Director of the BOD, a person shall have been a member of NCNC for a minimum of one year immediately prior to the start of the person’s term (the first election will be exempted from this provision).

7.5. The term of the Executive Committee will be of two years. The President of the BOD or the Executive Committee can not be elected for more than two consecutive terms but the rest can be reelected.

7.6 Rights and Duties of Executive Committee

7.6.1 The Executive Committee shall organize at least one annual meeting of all the General Body members on Nepalese New Year, around April 15. This will be considered as an Annual Convention.

7.6.2 The Executive Committee shall decide on the matters of membership fees and financial regulations.

7.6.3 The Executive Committee must meet at least two times a year. Each member of the Executive Committee shall have one vote. Both the proxy vote and a vote-in-absentia will also be considered. A simple majority shall be considered quorum for the meeting.

7.6.4 With the approval of the Executive Committee, an Executive Committee member can formulate a coordinating committee from the members of the center to execute his or her duties.

7.6.5 At least simple majority of the Executive Committee can request a
General Body meeting.

7.6.7. The Executive Committee can spend up to 90% of the fund raised by it and 50% of the carry over for any organizational activities.

7.6.8. The Executive Committee must prepare annual budget and goals, and pass it through General Body.

7.6.9. If and when needed, the Executive Committee can hire and determine the salaries of employee(s), but increase of salary must be approved by the General Body.

7.7. Rights and Duties of Executive Committee Members:

7.7.1. President:

The President shall preside the meetings of the Executive Committee and the General Body. He/She shall be responsible for executing the policies and programs of NCNC including calling meetings when it is deemed necessary. The President will also have access to the Corporation’s BOD accounts.

7.7.2. Vice-President

Each of the Vice-Presidents shall be responsible for executing tasks in his/her own designated areas. One of the Vice-Presidents, as nominated by the President, shall also assist the President to perform the duties and activities of the President in his/her absence.

7.7.3. Executive Secretary

The Executive Secretary shall give notice of all meetings to the Executive Committee once the President notifies him to call the meeting. He/She shall keep certified records and communicate all the proceedings of the meetings of the organization. He/She shall also represent as a BOD spokesperson and disseminate information regarding the activities, goals, and objectives of  the NCNC to the concerned persons or organizations.

7.7.4. Treasurer

The Treasurer shall have access to the NCNC’s regular accounts. He/She shall record accounting of the Corporation’s financial matters and submissions to the Executive Committee. He/she shall be responsible for presenting annual financial report. The Treasurer shall also act as a fund raising personnel on behalf of the NCNC.

7.7.5. Directors

The Directors will work very closely with the President and the Executive Secretary for conducting activities in their designated areas. A Director without consulting the President and the Executive Secretary cannot make final decision on any matter related to the NCNC.

7.7.6. Coordinators/Representatives

Coordinators from each region will work closely as a laision officer with all the members of the BOD to coordinate, plan, conduct and accomplish their specific tasks as related to their local region. Representatives from the local institutions will also work closely as a laision officer with all the members of the BOD to coordinate, plan, conduct and accomplish their specific tasks as related to their local institution. The Executive Committee shall formulate detailed rights, duties and work assignments for each of the coordinators and representatives.

7.7.7. Expenditures

Each member of the Executive Committee can spend up to the limit set by the Executive Committee for any organizational activities. The details of the expenditure should be presented to the Executive Committee, be justified by the committee, and reimbursed.

ARTICLE 8: RESIGNATION AND REMOVAL

8.1. Any member of the BOD including  member of the Executive Committee may resign at any time. Such resignation shall be made in writing and shall be effective as specified by the President of the board. If the President of the BOD resigns or is removed, then the Vice President automatically becomes the President until the next election. He/she shall also continue to assume his/her previous responsibility of the Vice-President. The members of the BOD shall submit their resignation to the BOD President.

8.2. Ordinarily, members of the BOD can not be removed. Extraordinary circumstances, such as involvement of the individual in criminal activity and such detrimental to the objectives of the NCNC, may be the grounds for removal from the office. Such an individual, however, will be given a chance to express his/her views and defend his/her case. If the case is not justified, a majority of the present General Body members at the meeting specifically called for that reason will remove him/her from his/her position. This may also apply to any member of the General Body.

8.3. A vacancy in all other positions of the BOD, except for the position of the President, shall be filled from any interested members of the board, if not, from any interested eligible member of the General Body.

8.4. Any member of the BOD can be removed if he/she is absent for three consecutive meetings without notice.

ARTICLE 9: GENERAL ELECTION

9.1 The BOD shall designate an election committee among the members to perform the election of BOD in due time according to the by-laws. The election committee shall seek nomination from members for all the positions in BOD as described in Articles 7.  If the number of candidates nominated becomes equal to the number of available positions in the BOD, then the candidates shall be declared elected automatically. Otherwise, election shall be held to decide from two or more nominated candidates. Each eligible member, 18 years or older, shall cast one vote for one position. The election officer may formulate specific election rules and design ballots for the election. The election committee member(s) can not be nominated for any position but shall have a voting right.  The election officer designated by the committee shall have a deciding vote for any position in case of a tie between two candidates. The election committee shall be dismissed once the new executive committee of BOD is elected.

ARTICLE 10: ACCOUNT AND AUDITING

10.1 The BOD shall open bank account that shall be operated by their President and the Treasurer. Signatures of both the President and the Treasurer must be required for any withdrawal. Every year the accounts must be audited by a professional auditor as mentioned in the laws of the State of North Carolina.

ARTICLE 11: AMENDMENT

The By-Laws of the NCNC are subject to amendment according to the provisions mentioned in the previous Articles.