Asian American Council (AAC-Dayton)

BY-LAWS
(1-14-06)

ARTICLE I:  MEETINGS

Section 1.  Annual Meeting. The AAC-Dayton shall have an Annual Meeting.  The agenda shall include at least the following items of business: (1) a report by the President of the current status of AAC-Dayton, including current activities and programs as well as plans for future activities and programs; (2) a summary by the Secretary of major activities during the preceding year, as reported in the minutes of AAC-Dayton and Executive Committee meetings during the year; (3) a financial report by the Treasurer describing the current and projected financial status of AAC-Dayton; (4) ratification of the amounts of dues proposed by the Executive Committee for Individual Members and for Sponsoring Organizations for the following year; and (5) the election or announcement of members to serve on the Executive Committee for the following year.

Section 2.  General Meetings. A General Meeting of AAC-Dayton shall be held upon a call by the President or upon a written request made to the President by at least 25% of the members of the AAC-Dayton.  An agenda which specifies the business to be transacted at the meeting shall be prepared by the President, or by the registered members who made the written request for the meeting. The agenda may be modified at the meeting by a majority of those in attendance who are eligible to vote. 

Section 3.  Meeting Procedure.  All meetings of the AAC-Dayton shall be conducted in accordance with conventional rules of parliamentary procedure. The President shall preside at such meetings. In the absence of the President, the Vice President shall conduct the meeting. If neither the President nor the Vice President is present, the President shall designate a person to conduct the meeting.

Section 4.  Meeting Notice. Each member of AAC-Dayton shall be given notice of an AAC-Dayton meeting at least 21 days before the meeting. The presumed manner of notification will be by email. Announcement of the meeting in the minutes of a prior meeting shall constitute notice, if timely.

Section 5.  Quorum for Meetings. A quorum for an AAC-Dayton meeting shall consist of 25 percent of the members of AAC-Dayton. If the requisite quorum is not formed within 30 minutes of the announced meeting time, the President may dismiss the meeting after announcing a date, time and place to reconvene the meeting, which shall be no earlier than one week and no later than four weeks following the AAC-Dayton meeting so dismissed. At this reconvened meeting, those AAC-Dayton members who are present shall constitute a quorum for the purpose of conducting any business at hand, which may include an election.

Section 6.  Voting by Mail or Email.  If a matter arises which cannot, in the judgment of the Executive Committee, await an AAC-Dayton meeting, the Executive Committee may conduct a vote by mail.  [As used herein the term “mail” includes “email.”] The Executive Committee shall establish the closing date for the return of the mail votes, but no earlier than 10 working days from the date of the initial mailing (5 working days if the voting is by email).  If the vote is to be binding (rather than advisory), the matter presented shall be resolved by a majority vote, provided that at least 50 % of eligible voters have voted.

ARTICLE II.  EXECUTIVE COMMITTEE

Section 1.  Membership. One Organizational Member shall be designated by each Sponsoring Organization to serve on the Executive Committee. In addition, the Executive Committee shall include the number of Individual Members as specified in Article V. of the Constitution of AAC-Dayton, to be elected in accordance with these By-Laws. The Executive Committee will consist of an odd number of members, except where a position vacancy occurs or the addition of an Organizational Member to represent a new Sponsoring Organization causes the number to become odd until the next election.

Section 2.  Election of Officers. After the election of Individual Members to the Executive Committee at the AAC-Dayton Annual Meeting, the members of the Executive Committee shall elect from among themselves a President, Vice-President, Secretary, and Treasurer. The election of officers may be on the same calendar day as the Annual Meeting, or at the next Executive Committee meeting.

Section 3.  Succession. If a vacancy in an elected office on the Executive Committee occurs more than 60 days before the next Annual Meeting, the position shall be filled for the remainder of the year as follows:

1. If the Presidency is vacated, the Vice-President shall become President. 

2. If the Vice President declines to become President, or accepts that office but later vacates it, the Executive Committee shall elect a new President. 

3. If the Vice-President, Secretary, or Treasurer vacates one of those positions, the Executive Committee shall elect another member from among themselves to fill the vacant position. 

4. If a vacancy on the Executive Committee occurs because of the departure of an Organizational Member, the Sponsoring Organization affected shall designate a replacement representative to serve on the Executive Committee. 

5. If a vacancy on the Executive Committee occurs because of the departure of an Individual Member, the Executive Committee may by majority vote select an AAC-Dayton Individual Member to fill that vacant position.

Section 4.  Committees. The Executive Committee may establish such committees or subcommittees as it may deem appropriate for the conduct of AAC-Dayton business or programs.

Section 5.  Appointed Officers. With the concurrence of the Executive Committee, the President may appoint any AAC-Dayton officers whose method of selection is not otherwise specified in the AAC-Dayton Constitution, and the members of any AAC-Dayton committees or subcommittees.

Section 6.  Expenses. Members of the Executive Committee or of any AAC-Dayton committee or subcommittee may be reimbursed for their reasonable expense(s) incurred in the conduct of an AAC-Dayton project or activity.  However, no member of the Executive Committee shall receive any remuneration for his or her services, nor shall he or she make any financial gains through the activities of the AAC-Dayton during his or her term in office.

 Section 7.  Removal from Office. A member of the Executive Committee may be removed from office for conduct which is detrimental to the interests and objectives of the AAC-Dayton.  Such removal may be initiated by submitting to the President a written petition for removal of the Executive Committee member; but if the President is the member whose removal is sought, the written petition shall be submitted instead to the Vice President, or the Treasurer, or the Secretary. The petition must bear the signatures of at least 10 members of the AAC-Dayton.

Section 8. Executive Committee Hearing. The person whose removal is sought shall be given written notice at least 14 days prior to a meeting of the Executive Committee called for the purpose of reviewing this petition. The petitioners shall have an opportunity to be heard at that meeting. The person whose removal is sought shall be entitled to be heard at that meeting, but shall not vote. If, after hearing the parties, a majority of the Executive Committee (not including the person whose removal is sought) votes to support the petition, the Executive Committee shall call an AAC-Dayton General Meeting, where it shall put forth the proposed removal as a motion.

Section 9. General Meeting. At the General Meeting a two-thirds majority vote shall be required for removal. If the motion is adopted, it shall be effective immediately. If the person removed was an Organizational Member, the Sponsoring Organization affected may designate a replacement Organizational Member. If the person removed was an Individual Member, the Executive Committee shall select a replacement in accordance with the provisions of Section 3 of this ARTICLE.

ARTICLE III. CONFLICTS OF INTERESTS

Section 1. Purpose. The purpose of this conflict of interest policy is to protect the AAC’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the AAC 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 organizations.

Section 2. Definitions.

1. A. Interested Person. Any member of the Executive Committee or of a committee with Executive Committee-delegated powers and who has a direct or indirect financial interest (as defined below) is an “interested person.”

2. Financial Interest. A person has a “financial interest” if the person has, directly or indirectly (through business, investment, or family):

   1. An ownership interest in any entity with which the AAC has a transaction or arrangement, or

   2. A compensation arrangement with the AAC or with any entity or individual with which the AAC has a transaction or arrangement, or

   3. A potential ownership interest in, or compensation arrangement with, any entity or individual with which the AAC is negotiating a transaction or arrangement.

   A financial interest is not necessarily a conflict of interest. Under Section 3b.of this Article III., a person who has a financial interest may have a conflict of interest only if the Executive Committee decides that a conflict of interest exists.

3. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Section 3. Procedures.

1. 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 Executive Committee or to a committee with Executive Committee-delegated powers considering the proposed transaction or arrangement

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Executive Committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest.

1. An interested person may make a presentation at the Executive 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.

2. The person presiding at the Executive Committee meeting shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Executive Committee shall determine whether the AAC 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 interest.

4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the AAC’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.

4. Failure to Disclose. If the Executive 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. After hearing the member’s response and after making such further investigation as may be warranted by the circumstances, if the Executive Committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action

Section 4. Records of Proceedings. The minutes of the Executive Committee shall contain:

1.  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 Executive Committee’s decision as to whether a conflict of interest in fact existed.

2. 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.

Section 5. Compensation.

1. A voting member of the Executive Committee who receives compensation, directly or indirectly, from the AAC for services is precluded from voting on matters pertaining to that member’s compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the AAC for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the Executive Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the AAC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements. Each member of the Executive Committee shall annually sign a statement which affirms that such person:

1. Has received a copy of the conflict of interests policy,

2. Has read and understands the policy,

3. Has agreed to comply with the policy, and

4. Understands that the AAC is a charitable organization, and that 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. Periodic Reviews. To ensure that the AAC operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. Such reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.

2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the AAC’s written policies, are properly recorded, reflect reasonable payments for goods and services, further charitable purposes, and do not result in impermissible private benefit or in an excess benefit transaction.

For purposes of such periodic reviews, the AAC may, but need not, use outside experts as advisors. If outside experts are used, their use shall not relieve the AAC of its responsibility for ensuring that periodic reviews are conducted.

ARTICLE IV.  ELECTIONS

Section 1.  Elections Committee. An Elections Committee shall be appointed by the Executive Committee at least 60 days before the scheduled date of the AAC-Dayton Annual Meeting. The Elections Committee shall identify and nominate candidates to fill the positions for Individual Members on the Executive Committee for the upcoming year.

Section 2.  Membership of Committee. The Elections Committee shall consist of at least three members, none of whom shall currently be a member of the Executive Committee.  At least one member shall be an Individual Member of AAC-Dayton, and if possible, a past President of the AAC-Dayton shall be included on the Elections Committee.  Committee members shall be selected with due consideration to maintaining ethnic diversity. No member of the Elections Committee shall serve on that committee for more than two consecutive years. The names of the Elections Committee members shall be announced in a newsletter, memo or email at least 45 days before the AAC-Dayton Annual Meeting.

Section 3.  Nominations by Committee. The Elections Committee shall present its nominations, accompanied by each nominee’s written acceptance of the nomination, to the Executive Committee at least 30 days before the AAC-Dayton Annual Meeting at which elections are to be conducted.  The number of nominees should be at least equal to the number of anticipated Executive Committee positions for Individual Members in the upcoming year, as determined by the Elections Committee.  No person shall be nominated by the Elections Committee for re-election to the Executive Committee immediately following 6 consecutive years as a member of the Executive Committee.

Section 4.  Additional Nominations. A nomination may also be made by written petition of at least 10% of the members of the AAC-Dayton. The nominating petition must be received by the President at least 21 days before the AAC-Dayton Annual Meeting at which elections are to be conducted, and must be accompanied by the nominee’s written acceptance of the nomination.

Section 5.  Nominee Eligibility. A nominee for the Executive Committee must have been a member of the AAC-Dayton for at least 60 days prior to the election.  

Section 6.  Voting. At the Annual Meeting of the AAC-Dayton, the Elections Committee shall conduct the election (by secret ballot) of Individual Members to serve on the Executive Committee. Each AAC-Dayton member who is eligible to vote may vote for as many nominees as the number of anticipated Executive Committee positions for Individual Members in the upcoming year, as determined by the Elections Committee. The candidates receiving the most votes at this meeting will serve as the representatives of Individual Members on the Executive Committee.  A tie vote shall be broken by the Executive Committee, including any Individual Member who has been elected or re-elected at the current Annual Meeting and excluding any Individual Member who has not been elected or re-elected at that meeting. 

ARTICLE V.  DUES AND MEMBERSHIP

Section 1.  Membership Dues. At the AAC-Dayton Annual Meeting the Executive Committee shall propose the amounts of Individual Member dues and Sponsoring Organization dues for the following 12 months. The amounts of dues will be adopted by a majority vote. 

Section 2. Eligibility to Vote. In order for a person to be eligible to vote on any matter for which the Constitution or By-laws of AAC-Dayton calls for a vote, the payment of dues by the member if an Individual Member, or by the Sponsoring Organization if an Organizational Member, must be current. 

Section 3.  Honorary Membership. The Executive Committee may grant a (non-voting) Honorary Membership to any individual on the basis of his or her contribution to the interests and objectives of the AAC-Dayton or the well-being of the Asian American community.

ARTICLE VI:  AMENDMENTS

Section 1.  Proposing Amendments. Amendments to the Constitution or these By-laws may be proposed by the Executive Committee or by a written request made to the President by at least 20% of the members of the AAC-Dayton.  A proposed amendment must be submitted to the President at least 90 days prior to the AAC-Dayton Annual Meeting.

Section 2.  Required Notice. Any proposed amendment to the Constitution or By-laws, and any information accompanying or explaining such amendment, shall be sent to the members of AAC-Dayton by the Executive Committee at least 60 days prior to the Annual meeting. 

Section 3.  Subject Matter. A proposed Amendment to the Constitution or By-laws may not be revised or modified at the same Annual Meeting in a manner which changes the subject matter of the proposed amendment. 

Section 4.  Constitution. The Constitution may be amended by an affirmative vote of at least three-fourths of the members present at the AAC-Dayton Annual meeting. Absentee ballots or proxies shall not be counted. Unless the proposal states otherwise, any amendment which is adopted in this manner shall be effective immediately following a public announcement, at the meeting, of the voting result.

Section 5.  By-laws. The By-laws may be amended by an affirmative vote of at least two-thirds of the members present at the AAC-Dayton Annual meeting. Absentee ballots or proxies shall not be counted. Unless the proposal states otherwise, any amendment which is adopted in this manner shall be effective immediately following a public announcement, at the meeting, of the voting result.

ARTICLE VII.  DISSOLUTION

Section 1. If the Executive Committee proposes by a majority vote to dissolve the AAC-Dayton, it shall call an AAC-Dayton General Meeting. A notice of the proposal and the reasons for the proposal shall be mailed to all members of AAC-Dayton at least 30 days prior to the meeting. Upon the affirmative vote by a three-fourths majority of members present and voting at the General Meeting, the AAC-Dayton shall be dissolved.

Section 2.  If the AAC-Dayton is dissolved or otherwise ceases to carry out its objectives and purposes, the properties and assets of the AAC-Dayton shall be distributed and transferred to one or more other not-for-profit organizations.  A recipient organization must have tax-exempt status under Section 501c(3) of the Internal Revenue Code and shall have objectives substantially similar to those of the AAC-Dayton. The selection of the not-for-profit recipient organization, or organizations, shall be made by the Executive Committee, subject to ratification by a majority vote at an AAC-Dayton General Meeting.

ARTICLE VIII.  AD HOC EXECUTIVE COMMITTEE

Section 1. Until the AAC Constitution and By-laws are ratified and elections are conducted, all responsibilities of the Executive Committee shall be vested in an Ad Hoc Executive Committee, which shall be diverse and broadly representative of the members of the Asian American community and its friends in the Greater Dayton community.

Section 2. The Ad Hoc Executive Committee shall elect officers from among its members and shall generally function in the manner prescribed in the Constitution and By-laws for the Executive Committee.

Send any suggestions and/or comments to:
Munsup Seoh, President and Webservant; Ramesh Srivastava, Vice President;
Bob Wehrle-Einhorn, Secretary  or  Vilma Helms, Treasurer