BYLAWS OF THE NORTH FLORIDA CHINESE ASSOCIATION

 

ARTICLE I

Name and Address of the Organization

Section 1 The name is the North Florida Chinese Association (“NFCA”). NFCA is a Not-for-Profit organization.

Section 2 The web address for the organization is http://www.geocities.com/nfca_tally. The Board of Directors may change the address and such change of address should not require an amendment of these bylaws.

 

ARTICLE II 

Purpose 

The purpose of this organization is to establish and foster the fellowship among members who are interested in Chinese culture, to promote better understanding of Chinese culture and propagate its value to the society; to provide educational and informational activities to increase public awareness of Chinese culture; to sponsor and participate activities to promote the understanding of the cross-fertilization of Chinese and Western cultures; and to cooperate with other organizations for the same purpose. The purpose is also to be accomplished by organizing members to provide services or assistance for needy people. NFCA may accept financial contributions from any individuals or organizations allowable by the laws of Florida and the United States.

No part of the earnings of the organization should be the benefit or distributable to its members, directors, officers, or other private persons.

No substantial part of the activities of NFCA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

 

 

ARTICLE III 

Membership 

Section 1 The membership of the organization shall be open to all who are interested in the purpose of the organization. All members of the organization are based on a voluntary participation.

Section 2 The annual meeting of the members of the organization shall be held in October of each year. Special Meetings of the members of the organization may be called from time to time at the discretion of the Board of Directors (”Board”).

Section 3 Members have rights to attend any meeting of the organization. Notice of place and time of all meetings should be sent to all active members via email, telephone, or US mail. Notices of general membership election meetings should be sent at least 30 days in advance.

Section 4 Membership may be terminated voluntarily by the member. Membership is deemed terminated if next year’s dues are not received 30 days after due date.

Section 5 Twenty five percent (25%) of the voting members of the organization actually present at a meeting constitutes a quorum.

 

ARTICLE IV 

Board of Directors 

Section 1 The activities and the property of the organization shall be managed by the Board. The Board consists of 5 elected Directors. The Board may act as officers and may recruit additional officers to assist the operation of the organization.

Section 2 Directors shall be elected by members, at least every two years.  The Chairperson (“Chair”) may be elected by members or by Directors. The Directors shall serve until successors have been elected.

Section 3 The qualifications of the Directors shall be the age of majority in this state and shall be a member of NFCA for at least two (2) years.

Section 4 The Board shall plan the activities of the organization, determine membership fees and institute policies, rules, and operating procedures for conducting major activities and functions. The Board has the discretion to delegate the management of one or more activities to any member(s) or officials.

Section 5  The Board is responsible for the arrangement of annual membership meeting and special member meetings.

Section 6  The Directors and officers shall not seek personal financial gains in conflict with the interests of the membership body. If a Director or a officer has a question of potential conflict of interest, the Board, excluding the Director or the officer in question, shall designate a panel including a minimum of three Directors and two other members to make determination of action.

Section 7 The Board of Directors shall hold an annual meeting in September of each year. The Board may hold meetings as needed.

Section 8 The Board determines the structure and operational responsibilities of the officers. The operational responsibilities encompass three major categories: (1) Activities - organizing and managing activities that NFCA participates and sponsors, (2) Records and communications– recordkeeping, making correspondence, and filing documentation of decisions and activities, and (3) Planning – Developing the plan for the purpose of the organization

Section 9

Officers

Part A The Chair represents NFCA in an official capacity, presides over all meetings, and may assign duties for Directors. The Chair has the discretion to delegate Chair’s duties to any Directors. The Board may specify job titles and duties for officers who organize activities that NFCA participates and sponsors, for examples, Public Relations Officer and Officer of Educational and Cultural Affairs. The Board shall designate a Secretary and a Treasurer responsible for the records. The specific duties for the Secretary, Treasurer, Officer of Education and Culture Affairs, and Officer of Special Events are as follows:

Part B The Secretary shall keep a permanent record of all proceedings of the Board, and minutes of Board and membership meetings. The Secretary shall prepare and file the minutes, announcements, correspondence, and to carryout other duties as directed by the Board. The Secretary shall organize a book of records, which should contain a copy of the bylaws and legal transactions of the organization. The Secretary shall be responsible for the records of membership and update the records annually.

Part C The Treasurer shall be accountable for all funds belonging to the organization; keep accurate accounts of receipts and disbursements in books and maintain bank accounts in depositories designated by the Board of Directors. The Treasurer shall be responsible for collecting membership dues. The Treasurer shall also prepare a financial report to the directors as needed and submit an annual report to the members at the annual meeting. The financial records shall be audited by a person or a committee designated by the Chair.

Part D Officer of Education and Cultural Affair shall organize and promote educational and cultural events consistent with the purpose of NFCA.

Part E Officer of Special Events shall be responsible for special events such as Chinese New Year Celebration, Springtime Tallahassee Parade, fund raising activities, etc.

Section 10 The Directors shall not be personally liable for the debts, liabilities or obligations of the organization. 

The Executive Office 

Part A The chief executive officer of the organization shall be the Chair. 

Part B The Chair, jointly with other Directors, shall determine and prepare the activities and meetings with inputs and assistance from members or other interested parties.

Part C The Chair shall exercise general supervision and management over all organization activities and affairs. The Chairman shall oversee the duties of other Directors in agreement with the Board.

 

ARTICLE V

Membership Fees

Section 1 Any individual or family may become members upon paying membership fee for the current calendar year. The fee is nonrefundable unless it is authorized by the Board.

Section 2 The annual membership fee for each calendar year shall be determined by the Board. Members shall be notified prior to membership fee due date. Membership fee is not prorated for new members or terminating members.

Section 3 The annual membership fee is due on Chinese New Year celebration day of each year. Membership is terminated if membership fee is not received by thirty (30) days after the due date. Reinstatement of member status may be authorized by the Board upon full payment of delinquent fees.

 

 

Article VI 

Programs and Activities 

The organization shall promote educational and cultural events in compliance with the purpose of NFCA. The organization may also engage in recreational, charitable, public relations, and fund raising activities as determined by the Board of Directors. Such activities and programs are based on a voluntary participation of the members. Such activities may be open to other organizations or the general public as determined by the Board of Director.  

 

ARTICLE VII

Membership Rights

Section 1 Each individual membership of record is entitled to one vote. Each parent of family membership of record is entitled to one vote (a total two votes for both parents). Only official ballots casting in person at member election meeting will be counted. All matters shall be decided by the votes of a majority of members present at the meeting at which a quorum is present.

Section 2 Procedures for elections and member proposals, including voting qualifications and the record date to qualify for membership privileges, shall be developed by the Nomination and Election Committee which will be appointed by the Board. 

 

ARTICLE VIII

Records and Minutes of Meetings

Section 1 The organization shall maintain and update financial records, minutes of meetings, and historical effects.

Section 2 Any member interested in inspecting the books of accounts or other records of the organization can do so in writing to the Chair, subject to the provisions of Section 617.1602, Florida Statutes. 

 

 

ARTICLE IX

Fiscal Year

The fiscal year of the organization shall begin on January 1 and shall end on December 31 of each year. 

 

ARTICLE X

Ratification and Amendments

Section 1 The Bylaws shall become effective upon an affirmative vote of one-half plus one of the members.

Section 2 The Bylaws may be amended by an affirmative vote of one-half plus one of the members.

 

ARTICLE XI

Dissolution of the Organization

Section 1 The dissolution of the organization shall be affirmative decision of four-fifths majority of the members at a special meeting.

Section 2 In the event that the NFCA shall be dissolved, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization, shall be distributed in accordance with all applicable provisions of the laws of the State and regulations of the Internal Revenue Code for exempt purposes.

 

 

 

 

 

 

Approved by the Board of Directors Date ________________________

Signatures

Leonard Tung

Maria Chang

Peter Lai

Daniel Lee

George Su

 

Approved by NFCA members Date _________________________