Article I. Name
This organization is hereby named the San Antonio Chinese Alliance (hereafter ¡°SACA¡±, or ¡°the Alliance¡±).
Article II. Mission Statement
SACA is a public, nonprofit, community-based, charitable organization that provides a platform for connecting and serving Chinese immigrants; facilitating integration of Chinese immigrants into local community; promoting Chinese culture and tradition; and promoting contribution of Chinese immigrants to local economic, political and cultural advancement.
Article III. Nature of the Organization
The Alliance is organized and operated exclusively under 501(c)(3) of the Internal Revenue Code of 1986.
On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Alliance shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code 501(c)(3).
Article IV. Membership
Section 1 Qualification
Any person may join SACA as a member provided that he/she
- agrees to abide by the SACA By-Laws;
and pays annual membership due.
Section 2 Duties and Rights
- Members have a duty to share the governance and administration of the Alliance.
- Members have the right to attend SACA-organized activities.
- Members have the right to run for and elect the Board of Directors and Officers.
Article V. Organization structure
SACA is governed by a member-elected Board of Directors, Board¨Celected President, and their appointee officers.
Article VI. Board of Directors
Section 1. Powers
The activities and affairs of this Alliance shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 2. Duties
It shall be the duty of the board of directors to:
- elect or remove the President of the Alliance.
- appoint and remove, except as otherwise provided in these Bylaws, prescribe the duties of all officers of the Alliance;
- review and approve the budget and financial report of the Alliance;
- resolve major conflicts in the organization;
- Interpret and revise the Bylaw;
- Attend board meetings and carry out board assigned duties;
Section 3. Size
The Board of Directors shall consist of a minimum of eleven (11) and a maximum of twenty-one (21) board directors. These limits may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
Section 4. Secretary
The Secretary of the Board Shall be a board member elected by the Board and shall serve for a two-year term. The Secretary may not serve more than two consecutive terms. The Secretary can be removed by a two-third vote of all board directors.
Secretary has the following primary duties:
- Convene and preside board meetings and the annual general forum meetings.
- Appoint Deputy-Secretary as the acting Secretary during absence.
- Keep meeting minutes and records of major decisions made by the Board.
Section 5. Election of Board of Directors
The Board of Directors are elected by SACA members.
- A nominee should be an active member of SACA who is willing to and capable of serving this Alliance.
- The current Board of Directors appoints the election committee.
- Nominations shall be submitted to the election committee 30 days before the election date.
- All active SACA members are eligible to vote.
- The election shall take place at the annual general member meeting or at a special meeting called for that purpose. Votes emailed to an email address designated by the election committee before a designated date and votes casted at the meeting shall be counted.
- The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. An extra round of vote will be conducted for the tied candidates.
- Elected board directors shall serve for a four-year term and may continue to serve if re-elected.
- A quarter to one half of the board director positions shall subject to election in each election.
Section 6. Compensation and Reimbursement
Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in section 2 of this Article.
Section 7. Vacancies and Replacement of Directors
- Any director may resign effectively upon giving written notice to the Secretary of the Board, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
- A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director or if the authorized number of directors is increased.
- The Board may declare vacancy of the office of a director who has been declared of unsound mind by a legal order of court, or convicted of a felony, or been found by a legal order or judgment of any court to have breached any duty arising pursuant to applicable law.
- The directors also may be removed without cause by a two-third majority of all voting members.
(b) Replacement of Vacancies
Vacancies in the Board shall be fulfilled by election of a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director. Each Director so selected shall hold office until the expiration of the term of the replaced Director and until a successor has been selected and qualified.
Section 8. Meetings
Meetings of the Board of Directors shall be presided over by the Secretary of the Board, or, if no such person has been so designated or, in his or her absence, by a Secretary chosen by a majority of the directors present at the meeting.
A quorum shall consist of a simple majority, that is, more than a half, of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Alliance, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
Section 9. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Bylaws of this Alliance, or provisions of the Texas Nonprofit Public Benet Corporation Law, particularly those provisions relating to appointment of committees, approval of contracts or transactions in which a director has a material financial interest and indemnification of directors, require a greater percentage or different voting rules for approval of a matter by the Board. In case of removing the current director, president or changing these Bylaws, decisions should be made by at least two thirds of the Board of Directors.
Section 10. Rights of Inspection
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Alliance of which such person is a director.
Section 11. Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Alliance.
Section 12. Advisors to the Board
The Board may appoint advisors for the Alliance. Such advisors may participate in the Board meetings, but do not have voting rights.
Article VII. Officers
Section 1 Composition
The officers of the Alliance shall be a President, Vice President(s), a Chief Financial Officer, and a Treasurer. The Alliance may also have other officers, as determined by the Board of Directors and the President, Board members can serve in any of this officer roles.
Section 2. President
The President is the head of the Alliance and exercises the function of the Alliance on behalf of all members.
The Board of Directors of SACA shall elect the President. The president can be a member of the Board but shall not serve as the Secretary of the Board. President shall serve for a two-year term and can serve for a second term if re-elected, but shall not serve for more than two consecutive terms. The President can be removed by a two-thirds vote of all board directors.
The president¡¯s responsibilities include, but may not be limited to,
- 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.
- The Vice President shall assume the duties of the President in case of the President¡¯s absence.
Section 3. The CFO and Treasurer shall:
- take charge and custody of, and be responsible for, all funds of the Alliance,
- keep and maintain adequate and correct accounts of the Alliance's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- exhibit at all reasonable times the books of account and financial records to Board of Directors.
- prepare and certify the financial statements to be included in any required reports.
- file tax returns.
Article VIII. Conflict of Interest
Any member of the Board or Committees who has financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board or Committees, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, shall offer to the Board or Committees to voluntarily excuse him/herself and may vacate his seat and refrain from discussion and vote on said item.
Any member of the Board or Committees may not use SACA or its name for promoting his/her personal interest.
Article IX. Amendments
These By-Laws may be amended by a two-third votes of Board of Directors present at a Board 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.