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ARTICLES OF GOVERNANCE FOR SACA

INTRODUCTION

I. Preamble

The member of San Antonio Chinese Alliance (SACA) through SACA By-Laws, provide the organization, structure, and procedures by which and through which they function within the range of their authority and responsibilities as specified in the By-Laws. To the extent that there is any inconsistency between the procedures of other units in SACA, the SACA By-Laws shall prevail.

II. Principles for Shared Governance

  1. Governance assumes that varying points of view are welcomed, debated, and acted upon without fear of threat or reprisal.
  2. Authority to participate in the decision-making structure of the Alliance is a right and responsibility of members of the Alliance.
  3. The governance structure is designed to afford a voice to all members.
  4. Decision making in the Alliance is explicit and carried out in open forums.

III. Rights and Responsibilities for Shared Governance

All members of the Alliance have a duty to share in the rights and responsibilities of governance and administration of the Alliance. These rights and responsibilities include, but not limited to, running for and electing board of directors and president, organizing and participating in SACA-approved activities.

ARTICLES

I. Name

The name of this organization shall be San Antonio Chinese Alliance (hereafter referred to as ¡°SACA¡±)

II. Mission Statement

SACA is a nonprofit community-based charitable and educational organization that provides a platform for facilitating integration of Chinese immigrants into the US society, promoting harmony and reducing tension as well as eliminating discrimination in neighborhoods and workplaces where Chinese immigrants live and work and teaching youngsters Chinese language and folk arts. These goals will be achieved by organizing/sponsoring social, cultural, educational, music, sport, recreational, business and other events for both SACA members and San Antonio residents and by offering informal lessons to children who are interested in leaning Chinese language and culture.

III. Membership

  1. Any person who wishes to join as a member of SACA and agrees to abide by the SACA By-Law including paying an annual membership fee is allowed to become a SACA member.
  2. Member benefits include attending SACA-organized activities at a discounted fare.
  3. Member rights include running for and electing Board of Directors and Officers. The voting members of the SACA shall be defined as all persons who are members of the SACA.

IV. Board of Directors

  1. The Board of Directors shall serve without pay and consist of 9 voting members.
  2. Election of the Board of Directors should take place at the annual general member meeting, or at a special meeting called for that purpose. Three Board members shall be elected at each election and shall serve for a four-year term. The same person cannot serve on the Board of Directors for more than two consecutive terms.
  3. Board members with 3 consecutive unexcused absences from official meetings shall be dismissed from the Board.

V. Officers

  1. The members of SACA shall elect the President. The President will forward recommendations of Vice Presidents, Treasurer, Office Directors and Standing Committee Chairs to the Board of Directors, and the recommendations shall receive simple majority votes from the Board of Directors for the final approval.
  2. Election of the President: Elections for the President shall be held during the Spring Festival cerebration of the second year of the current President term. All members of SACA may participate in the election. The President should serve a two-year term and may be reelected for another two-year term.
  3. Executive Officers Forum: SACA shall have an Executive Officers Forum consisting of the President, vice Presidents, committee chairs and office directors. The chief office director shall be responsible for the maintenance and dissemination of records and minutes of the Forum meetings and proceedings. The minutes of the Forum shall be distributed to the general members for review within 7 working days.
  4. Term of Officers: All Officers shall serve a two-year term. The same person cannot serve on the same position for more than two consecutive terms.
  5. Duties of the officers:
    1. The president¡¯s responsibilities include, but may not be limited to,
    2. ---The President shall represent, promote, and advocate the business and interests of SACA among SACA officers and external communities.
      ---The President shall forward a list of recommendation for standing committee chairs to the Board of Directors whenever it is necessary.
      ---The President shall meet with the Board of Directors on a six-month basis to review the status of SACA¡¯s progress, budget, accomplishments and needs.
      ---The President shall convene, on at least an annual basis, an assembly of the general members of SACA to review the state of SACA¡¯s progress, budget, accomplishments, and needs.
    3. The Vice-Chair shall assume the duties of the Chair in case of the Chair¡¯s absence.
    4. The Chief Office Director shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all.
    5. The Treasurer shall keep record of the organization¡¯s budget and prepare financial reports as needed.

VI. Committees

The President may appoint standing and ad hoc committees as needed. Any individuals can be appointed to serve as a committee chair or committee member. The size of each committee will be determined based on the tasks charged to the committee by the committee chair in consultation with the President. The positions of any standing committee chair require approval by the Board of Directors.

VII. Meetings

  1. Frequency: The Executive Officer Forum shall meet at least once every three month. The President can call Board of Directors meetings as needed. Individual committee meetings can be called by either the President or the committee chairs as needed.
  2. Chair of Meetings: The president shall chair formal Executive Officer Forum. The committee chairpersons shall chair committee meetings.
  3. Notice of Meetings: Normally, notice of formal meetings shall be given in writing at least 3 (three) workdays in advance and distributed to all related individuals. Such notice shall include agenda items and may include proposals for action and/or relevant background information.
  4. Conduct of the meeting: All meetings will be conducted following Roberts Rules of Order (2000).
  5. Quorum: Roberts Rules of Order (2000) shall determine a quorum.
  6. Agenda: The president, vice presidents, and the chairs of standing committees shall jointly establish the agenda for formal meetings.

VIII. Voting

Voting in any governing body or committee shall be in person or by ballot (mail or email).

  1. Elections and amendments in By-Laws require advance notification of at least 1 (one) week and the use of ballot procedures.
  2. Any Member may call for ballot procedures rather than voice votes during the organization meetings.
  3. Absentee voting will be used in elections and changes in By-Laws, and in Organization-wide decisions, when requested by a simple majority.
  4. When an email voting is called, two independent email addresses should be designated for receiving the email ballot.

IX. Conflict of Interest

Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

X. Fiscal Policies

  1. The fiscal year of the board shall be the calendar year (i.e. from January 1 to December 31).
  2. In the event that SACA is dissolved, all property and assets owned by SACA should be donated to designated charitable organizations.

XI. Amendments

These By-Laws may be amended by a two-third vote of Board of Directors present at any meeting, provided a quorum is present and a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting.