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BYLAWS OF THE UNITED VIETNAMESE AMERICAN COMMUNITY OF NORTHERN CALIFORNIA
(Cộng Đồng Việt Mỹ Bắc California)
Văn bản này được cung cấp bởi anh Triệu Hà ngày 13 tháng 9 năm 2023.
PREAMBLES
The community of Vietnamese Americans of Northern California consists of all Vietnamese-descent citizens and lawful permanent residents of the United States in the following counties of California:
Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Inyo, Kings. Lake, Lassen, Madera, Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey. Napa. Nevada, Placer, Plumas, Sacramento, San Benito, San Francisco, San Joaquin, San Mateo, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Yolo, Yuba.
Said community forms this structure / framework in order to pursue their collective aspirations consistent with the people’s endeavors, as embodied in the Declaration of the Vietnamese Americans of Northern California. This structure shall cooperate with other existing non-profit organizations, in the general Vietnamese American community, which organizations share the same goals and aspirations.
The collective structure is referred to as “The United Vietnamese American Community of Northern California,” or, in Vietnamese, "Cộng Đổng Việt Mỹ Bắc California." For purpose of this Instrument, the collective structure is referred to as "the Community,” or "Cộng Đồng."
OPERATING PRINCIPLES
The Community aspires to place the national interests over individual and group interests, shall promote national and community unity, shall promote Good Will and Cooperation, all in the spirit of Honor and Duties to Country, and shall oppose all forms of authoritarianism including Communism.
The Community aspires to preserve and foster the core traditional values and customs of Vietnamese heritage to the extent that they are consistent with the above aspirations and goals.
All bodies specifically described in these Bylaws and all members who serve therein shall strictly comply with the basic principles of democracy; shall respect and defend the United States and its Constitution; and shall act and perform the duties of their offices, individually or collectively, in the most honorable and upstanding manner and in all activities of said Community.
These bodies created therein shall faithfully express of said aspirations and voice of the collective Vietnamese Americans in Northern California.
There shall be a Board of Delegates and an Executive Board, of which the functions, duties, and composition are herein described. These Boards shall represent the Vietnamese Americans of Northern California to the extent described and in the manner prescribed herein.
ARTICLE I OFFICE of the Community
Section 1.01 Principal Office. The principal office of these bodies for the transaction of business is located in County of Santa Clara, California.
Section 1.02 Change of Address. The Board of Delegates is hereby granted full power and authority to change the principal office of these bodies from one location to another in the County of Santa Clara, California. Any such change shall be noted by the Secretary in these Bylaws.
ARTICLE II NATURE AND MEMBERSHIP
Section 2.01 Vietnamese Americans of Northern California, of at least 18 years of age, may choose to participate in and to be a part of this Community must first pledge to abide by the principles promulgated in the said Declaration and the operating principles described within this Instrument. They become Member of this Community and are entitled to rights and privileges herein described. Such membership however expires when the members reject or oppose said principles.
Members of this Community may vote and or stand for election for the office of Board of Delegates or of the Executive Board. But no person can serve in both offices in the same term. Honorable Membership in this Community is open to any non-Vietnamese descent American citizen or permanent resident of at least 18 years of age, who compiles demonstrated record of services to the Country, and who must pledge to the same principles. Honorable members are entitled to the same privileges accorded to Vietnamese descent Americans, except as to the right to run for any office herein described.
Section 2.02 These Bylaws do not create a corporation out of the Vietnamese Americans of Northern California. Nor does it create a corporation either for the Board of Delegates or for the Executive Board. There is no corporate membership relationship between the said community and these Boards for purposes of California Corporations Law, whether statutes or case laws.
Neither the Board of Delegates nor the Executive Board nor any of theirs members shall create a corporation for the express purpose of representing the community of Vietnamese Americans of Northern California, which corporation is vested with power to elect any representative for the community of Vietnamese Americans of Northern California.
Section 2.03 Individuals who serve on these Boards are so acting in their individual and voluntary capacity. There is no employment relationship between said volunteers with either Board, for purposes of federal or state tax codes or purposes of federal or state tort laws.
ARTICLE III Associated Bodies
Section 3.01 To the extent consistent with the above-mentioned aspirations and goals, the Board of Delegates or its designate shall form a non-profit foundation, hereinafter “Community Foundation,” for the practical purposes of carrying out those aspirations and goals so as to meet any legal, financial and practical obligations thereof, e.g. for administrative expenses of the Office such as rent, insurance, communications, among other things. Said Community Foundation shall work closely with the Board of Delegates for said express purposes. On behalf of the United Vietnamese American Community of Northern California, said Community Foundation may under the leadership of the Executive Board enter into any legally binding agreement or contract for the express purposes of carrying out social, educational, health or economic projects benefiting the community of Vietnamese Americans of Northern California.
Section 3.02 The Board of Delegates may form a Political Action Committee for the express purpose of advocating for legislation or for public policies consistent with the goals set forth in these Bylaws.
ARTICLE IV BOARD OF DELEGATES
Duties and Powers of the Board of Delegates
Section 4.01 Duties. The Board of Delegates' principal functions are to promote the Community's aspirations and goals. Specifically, the Board of Delegates shall promote the spirit of duties and loyalties to the United States of America, and the spirit of support for a non-communist Vietnam, shall promote the code of honor and duties, unity, mutual support of and affection for fellow citizens, shall preserve and foster traditional Vietnamese ethical values, and shall strive for liberty and democracy in Vietnam.
The Board of Delegates through its supervision of the Executive Board shall represent the interests of Vietnamese Americans of said Northern California counties before the various state and local governments of Northern California. Any contractual obligations made with such governments or their agencies shall be executed jointly by the Chair of the Board of Delegates, the Chief Executive Officer of the Executive Board and the Chief Executive Officer of the Community Foundation.
The Board of Delegates may set the appropriate policies in accordance with the above-mentioned goals. The Board may make specific recommendations to the Executive Board for the implementation of said policies in accordance with the needs of said Vietnamese Americans.
Section 4.02 Powers. The Board of Delegates may appoint an Election Committee, which shall vet candidates for the offices of Executive Board, shall hold designated elections for Executive Board, and shall certify the results of said elections. The Board of Delegates generally shall ensure that the Executive Board faithfully discharges their obligations to the Community in the manner consistent with the collective aspirations, objectives and voices of the United Vietnamese Americans of Northern California, from which and for which they are elected.
The Board of Delegates shall have the power to remove any individual members of the Executive Office when such a person transparently violates one or more principles, rules, or collective goals of the Community.
The Board of Delegates shall have the powers to make resolutions and additional rules, amplifying these Bylaws, at the beginning of each term and effective for said term for the express purposes of the functioning of the Board of Delegates and the Executive Board. Such resolutions and additional rules shall express the purposes and intents of these Bylaws and shall not directly contradict or defeat the purposes of these Bylaws.
Section 4.03 Oath of Office. Prior to the commencement of their duties, the Delegates shall take an oath of the Office of Board of Delegates, which oaths shall be consistent with the Operating Principles of the Community.
Section 4.04 Number. The Board of Delegates shall have a minimum of three and a maximum of one hundred members. Collectively, these members shall be known as the Board of Delegates. If the number of Delegates falls below seven, the Board must elect new Delegates.
Section 4.05 Offices. Upon the commencement of their terms, the Board of Delegates shall choose among themselves a Chair and a Secretary of the Board.
Section 4.06 Qualifications. A person of sound mind may serve, who is at least 25 years of age, who has resided for at least two consecutive years in one of the above-mentioned counties of Northern California, who is a citizen of the United States, and who is a person of high moral character. Members of the Board of Delegates are either community-organization-based or independent of any community organization.
Section 4.07 Disqualification. Any of the following criteria disqualify a candidate for the Office of Delegate: a) past or present membership in any communist party, b) past or present advocacy or campaigning for communist agenda or program; c) holding any office in any communist government; d) holding political office in any local government of California at the level of city council, board of supervisor, school district board, or higher, or political office of the US government; e) ownership of at least 10% in any business that has an annual 2 million US dollar contract with a local government of California; or f) present commitment to a federal or state or local prison, jail, or incarcerated facility; or physically or mental inability to function or adjudged by tribunal of competent jurisdiction as an incompetent person. In addition, no person shall serve as Delegate, who is opposed to the goals and objectives of this Board.
Section 4.08 Term of Office. Each member of the Board shall hold office for the term of three years and may serve more than one term. The initial term of each Delegate shall begin on the first Tuesday of September, 2023 and shall end on the first Tuesday of September, 2026. The next term shall then begin, and so on.
Section 4.09 Organization-based Delegates. Prior to September of each election year, founding non-profit community organization constituents and subsequently-admitted non-profit community organization constituents of this Community shall nominate a candidate to be the member of the Board of Delegates. Such nomination shall be certified in writing under oath by the chief Executive Director of that non-profit community organization. Such candidate shall then take office. However, if such a non-profit community organization ceases to exist or ceases to operate for at least one year before April of the election year, upon investigation and determination by the Board of Delegates, then the office of the Director appointed by said organization shall be abolished at then current term of the Directorship.
Section 4.10 Selection of non-profit organizations as constituents of the Community. Each non-profit community organization which has been active in the Vietnamese American community in Northern California since at least January 2020 may become a constituent organization of this Community by a simple majority vote of the Delegates then in office.
Section 4.11 Independent Delegates. In addition to organization-based Delegates, any qualified Vietnamese American of suitable character or achievement may be elected to the Board by a simple majority of the Delegates then in office. While in office, there is no distinction in voting power between organization-based Delegates and Independent Delegates.
Section 4.12 Compensation. The Delegates shall serve without compensation.
Section 4.13 Executive Committee. At the commencement of each term, the Board of Delegates shall select from its own members a permanent Standing Executive Committee. The Standing Committee will assist in investigation of any issues covered in these Bylaws and in the preparation of any report therefrom together with any appropriate recommendation to the Board of Delegates.
This Standing Committee will meet at times and places of its choosing for purposes of carrying its tasks and duties, as discussed herein.
Section 4.14 Action without Meeting. Any action required or permitted to be taken by the Board of Delegates may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Delegates.
REMOVAL OF MEMBERS OF BOARD OF DELEGATES
Section 4.15 (a) Removal for Cause. The Board of Delegates may remove a Delegate on the occurrence of any of the following events.
i. The Delegate has been declared of unsound mind by a final order of court,
ii. The Delegate has failed to attend six consecutive regular meetings of the Board,
iii. The Delegate has regularly opposed the mission, program, or objectives of the Community, or
iv. The Delegate has personally supported or assisted anyone who openly opposes the United States, its Constitution, or its duly elected government,
v. The Delegate has openly advocated communism or who has served in any communist government or who has opposed the cause of freedom and democracy in East Asia,
vi. The Delegate has used his office in connection with any Community project to benefit directly his or her financial interests or the financial interests of his or her immediate family members or the financial interests of his or her corporation, of which he or she is an officer or member of the Board of Directors.
When taking action to declare such vacancy, the Board shall meet in executive session and shall make decision by a vote of simple majority of the Delegates then in office. The vote cast shall be by confidential balloting.
Section 4.16 Resignation of a Delegate. Any Delegate may resign effective on giving written notice to the Chair of the Board of Delegates, unless the notice specifies a later time for the effectiveness of such resignation. A Delegate shall not resign where the Board with be left without a duly elected Delegate in charge of its affairs.
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VACANCIES IN THE BOARD of Delegates
Section 4.17 (a) Cause. Vacancies on the Board shall exist on the death, resignation, or removal of any Delegate; whenever the number of Delegates authorized is increased; and on the failure of the members in any election to elect the full member of Delegates authorized.
(b) Filing Vacancies. Except for a vacancy created by the removal of a Delegate pursuant to Section 3.14 of these Bylaws, vacancies on the Board of Delegates may be filled by approval of the Board of Delegates, or if the number of Delegates then in office is less than a quorum, by (1) the unanimous written consent of the Delegates then in office, (2) the affirmative vote of a majority of the Delegates then in office at a meeting held pursuant to notice or waivers of notice as provided in Section 3.07(d) of these Bylaws; or (3) a sole remaining Delegate.
ELECTION COMMITTEE and COMMITTEE ON THE AMENDMENT OF THE BYLAWS
Section 4.18 Appointment and Empowerment of Election Committee. The initial Election shall be held in July, 2023, and every three years thereafter, to elect an Executive Board. No later than January 1st of the final year of the term of the Executive Board, the Board of Delegates shall appoint an Election Officer. The Election Officer shall then form an Election Committee. The Election Committee is empowered to formulate or to use existing election rules and shall conduct a- counties-wide election for all the said counties of Northern California. The Board of Delegates through the Community Foundation shall furnish all support, financial and otherwise, to the Election Committee for purpose of conducting said election to choose an Executive Board for the upcoming term. Upon successful election of a new Executive Board, the Election Committee shall file a report and shall be discharged thereafter, unless there is any pending legal matter or proceeding. Upon the conclusion of such legal matter or proceeding, including the discharge of any legal obligation, the Election Committee shall be dissolved.
The Board of Delegates and the Community Foundation shall support any legal expenses and cost sustained or incurred by said Election Committee in the course of carrying out its duties.
Section 4.19 Appointment and Empowerment of an Amendment Committee. The Board of Delegates may at any time where appropriate and warranted appoint and empower a Committee for purposes of holding a referendum on whether to amend any provision of these Bylaws. Upon the completion of such referendum, the Amendment Committee shall certify the result and having concluded all of its legal affairs shall wind up and dissolve.
The Board of Delegates and the Community Foundation shall be responsible for any reasonable legal expenses and costs in connection with the carrying out of said referendum.
ARTICLE V EXECUTIVE BOARD
Section 5.01 Oath of Office. Prior to taking their offices, the Officers shall take an oath of the Office of Executive Board. The Oath of Office includes the pledge to uphold the operating principles of the Community, and to abide by and to comply with these Bylaws and with any Resolutions passed or adopted by the Board of Delegates.
Section 5.02 The Executive Board shall meet with the Board of Delegates on quarterly basis and shall inform them of the status of any contacts of substantial nature with any and all federal, state, and local governments and their agencies, and shall file, with the Board of Delegates, a mid-year and a year-end report of the status of the Vietnamese American community of Northern California. These reports must be held in confidence and must make any necessary and specific recommendations for actions to the Board of Delegates.
Section 5.03 No Endorsement of any Candidates for Federal Offices or Statewide Offices.
The Executive Board shall not endorse any such candidates for said offices where such endorsement is contrary against the preferences of the majority of the United Vietnamese American Community of Northern California. The burden of proof is on the Executive Board to show that its endorsement is not contrary so said preferences.
Section 5.04 Composition and Titles. The Executive Board shall consist of the Chief Executive Officer/ Director, the Chief Financial Officer, and the Secretary, hereinafter "senior officers," and such other officers with such titles and duties as shall be prescribed by these Bylaws and as may be necessary. A person may not simultaneously serve as the Chief Executive Officer and the Chief Financial Officer.
There may be one or more Assistant Executive Director hereinafter "junior officers," for each of the following offices: Business Development, Social Services, Education, Culture, etc... These officers may be suggested by the Executive Board, but must be vetted and confirmed by the Board of Delegates. The terms of these junior officers shall coincide with the terms of the senior officers. These junior officers shall meet the same qualifications set for the principal officers, and may be removed without cause or on grounds set for the principal officers. They must the same oath of office as the senior officers, prior to assuming their offices.
Section 4.04 Qualifications. A person of sound mind may serve, who is at least 25 years of age, who has resided for at least two consecutive years in one of the above-mentioned counties of Northern California, who is a citizen of the United States, and who is a person of high moral character.
Section 5.06 Disqualifying Conditions or Status. Any of the following criteria disqualify a candidate for the Office of Executive Board: a) past or present membership in any communist party, b) past) or present advocacy or campaigning for communist agenda or program; c) holding any office in any communist government; d) holding political office in any local government of California at the level of city council, board of supervisor, school district board, or higher, or political office of the US government; e) ownership of at least 10% in any business that has an annual 2 million US dollar contract with a local government of California; or f) present commitment to a federal or state or local prison, jail, or incarcerated facility; or physically or mental inability to function or adjudged by tribunal of competent jurisdiction as an incompetent person.
Section 5.07 Election. All candidates for the senior offices of the Executive Board shall stand for a counties-wide election. Elected members of the Executive Board shall be sworn in their respective offices on the first Tuesday of September following the election.
Section 5.08 Term of Office. Each member of the Board shall hold office for the term of three years and may serve more than one term. The initial term shall begin on the first Tuesday of September, 2023 and shall end on the first Tuesday of September, 2026. The next term shall then begin, and so on.
Section 5.09 Duties of Officers
Chief Executive Director. The Chief Executive Director shall be the general manager and shall have supervision, direction, and control of business and affairs of the Community. Such officer shall perform all duties incident to the office (of the Chief Executive Director) and such other duties as may be required by these bylaws.
Assistant Executive Director. This Officer shall assist in the discharge of the business of the Executive Board.
Chief Financial Officer. The Chief Financial Officer shall keep and maintain in written form adequate and correct book of records of account of the properties and business transactions of the Community, to the extent that said properties and business transactions come solely within the legal function of the Executive Board, which properties and business transactions may include accounts of its assets, liabilities, receipts, disbursements, gains, and losses. The books and records of said accounts shall at all times be open to inspection by any members of the Board of Delegates. The Chief Financial Officer shall deposit all moneys and other valuables, which come solely within the legal function of the Executive Board, in the name of and to the credit of the Community with such depositaries as may be designated by the Board of Delegates. The Chief Financial Officer shall disburse the funds of Executive Board as ordered by the Executive Board, and shall render to the Chief Executive Director and the Delegates on request, an account of such officer’s transaction as Chief Financial Officer, and of the financial condition of the Community. The Chief Financial Officer shall perform such other and further duties as may be necessary or as may be prescribed or required from time to time by the Board of Delegates or these Bylaws.
Secretary. The Secretary shall keep or cause to be kept at the principal office or such other place as the Board may order a book of minutes of all meetings of the Executive Board. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Executive Board.
Section 5.10 Resignation and Removal of Officers. Any officer may resign at any time on written notice to the Board of Delegates without prejudice to the rights, if any, of the Executive Board under any contract to which the officer is a party. Officers may be removed with cause at any meeting of the Board of Delegates by the affirmative vote of a majority of all the Board of Delegates. Whenever an Officer vacates his or her office, whether by resignation, removal, or end of term, the Officer must surrender all possession and control of documents, records, personal property or effect of the Executive Board under his or her control to the Board of Delegates and shall ensure the integrity of all said documents, records, personal property or effects.
Section 5.11 Bases for Removal of an Officer prior to the End of its Term. The Board of Delegates may declare vacant the office of an Executive Office on the occurrence of any of the following events.
i. The Officer has been declared of unsound mind by a final order of court,
ii. The Officer has failed to discharge its duties,
iii. The Officer has regularly opposed the mission, program, or objectives of the Community, as explained in this Instrument,
iv. The Officer has personally supported or assisted anyone who openly opposes the United States, its Constitution, or its duly elected government,
v. The Officer has openly advocated communism or who has served in any communist government or who has opposed the cause of freedom and democracy in East Asia,
vi. The Officer has used its office in connection with any Community project to benefit directly its financial interests or the financial interests of its immediate family members.
Section 5.12 Procedure for Removal of an Officer prior to End of its Term. The Board of Delegates shall give reasonable notice to the Executive Board and the Officer subject to subsection 5.10 the time and place and reason for the undertaken Removal Proceeding. Proceedings undertaken under subsection i or ii shall be conducted in executive session, out of concern for the privacy for the officer in question. For proceedings undertaken based on either iii, iv, v, or vi may be conducted in open and public session. Records of any proceeding must be kept.
The Board of Delegates shall make said decisions by the simple majority vote of the Delegates then in office. All Delegates then in office must attend the proceeding. The vote cast shall be by confidential balloting.
Section 5.13 Appointment of an Officer upon Resignation, Death, Incapacity or Removal. Upon the resignation, death, incapacity or removal of the Chief Executive Director effective at least three months prior to end of said officer's term, the Board of Delegates may appoint an Acting Chief Executive Director to serve the remainder of the term of the resigned, deceased, incapacitated or removed Chief Executive Director. If the elected Chief Executive Director resigns, dies, becomes incapacitated or is removed effective less than one month of the end of his or her term, then the most senior assistant Chief Executive Director shall be the Acting Chief Executive Director.
The Board of Delegates shall appoint among themselves a new Chief Executive Director if the entire elected Executive Board (Chief Executive Director, assistant Chief Director, Secretary, Chief Financial Officer) resign, die, become incapacitated or are removed, or for any combination of these grounds cannot discharge the duties of their respective offices prior the end of the term of their election.
If either the Assistant Executive Director, the Chief Financial Officer or the Secretary resigns, dies, becomes incapacitated or is removed prior to the end of his or her term, then the Board of Delegates may appoint among themselves a replacement officer for the vacant office.
The appointed officer must be sworn in prior to assuming the respective vacant office.
Section 5.14 Compensation. Member of the Executive Board shall NOT receive compensation for their service, but may receive reimbursement for travel expenditure on behalf of this organization, subject to standard accounting procedure.
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ARTICLE VI INTERPRETATION AND AMENDMENT
Section 6.01 In case there is a dispute between the Executive Board and the Board of Delegates as to the meaning and application of these Bylaws, an outside counsel may be retained by the Board of Delegates for purposes of interpretation. Such determination may need to take into account past and present resolutions passed by the Board for the purposes of implementing these Bylaws.
Section 6.02 Procedure. These Bylaws may be amended as follows. The majority of the duly
noticed Board of Delegates with a quorum of two third of the Delegates then in office may approve a proposed amendment to be put forth to a popular vote of the Community. An advanced 30 (thirty day) notice of a referendum to approve or disapprove off such proposed amendment must be given to the Community. A simple majority (more than 50.00 %) of the vote cast approving such proposed amendment shall affirm said amendment to the Bylaws, which vote shall be certified by an Amendment Committee appointed the Board of Delegates for said purposes.
Section 6.03 Prohibition. The goals and objectives of the Community as stated in these Bylaws
may not be modified. Neither the Office of the Delegates nor that of the Executive Board shall be abolished. The structure of this United Vietnamese American Community shall not be modified so as to defeat the principle that the power to elect an Executive Board rests solely with the people of United Vietnamese American Community of Northern California.
Section 6.04 Restriction. The term of the Office of the Executive Board may not be increased for more than three years. Referendum procedure for amending these Bylaws may not be modified so as dilute the minimum requirement set forth herein for a referendum.
ARTICLE VII CONTRACTS
Section 7.01 Contracts and transactions involving any cash, services, or materials of values with any other person, entities or corporations shall be approved by the Board of Delegates prior to them becoming valid and effective. No payment of compensation shall be made prior to Board’s approval of compensation arrangements.
Section 7.02 – Conflict of Interest Policy
(a) Purpose: The purpose of the conflict of interest policy is to protect the tax-exempt status of this Organization’s interest when entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.
(b) Definitions.
“Interested Person” is defined as any director, staff, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below.
‘Financial Interest” is defined as having, directly or indirectly, through business, investment, or family (i) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement, (ii) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or (iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
“Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
(c) A financial interest is not necessarily a conflict of interest. Under this section, a person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists.
(d) Procedures for Identifying and Addressing the Conflict of Interest
Duty to Disclose: In connection with any actual or possible conflict of interest an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
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Determining Whether a Conflict of Interest Exists: An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interests.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
(e) Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
(f) Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain: (i) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed, (ii) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
(g) Voting on Compensation
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
(h) Use of Outside Experts
When conducting the periodic reviews as provided for in this Section, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
(i) Annual Reviews
The Board of Delegates shall conduct annual reviews for the Organization’s compliance of this Conflict of Interest section and to ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, by conducting periodic reviews. The periodic reviews shall, at a minimum, include the following subjects: (1) Whether compensation arrangements and benefits are reasonable, based on competent survey information and on the result of arms’ length bargaining, (2) Whether partnerships, joint ventures, and arrangements with management corporation’s conform to this corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services and further charitable purposes, and do not result in impermissible private benefit or in an excess-benefit transaction.
Section 7.03 Acknowledgement
(a) Each delegate, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement, which affirms such person:
(i) Has received a copy of the bylaws inclusive the conflicts of interest policy, (ii) Has read and understands the bylaws inclusive of the conflict of interest policy, (iii) Has agreed to comply with the bylaws inclusive of the conflict of interest policy, and (iii) Understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7.04 Transfer of property after ceasing operation
(a) In the event the corporation is declared as dissolved by the corporation’s Board of Directors or an appropriate governmental body, all the remaining assets after debt payment shall be forwarded and become property of another registered 501(c) 3 charitable corporation in California.
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