BHUTANESE COMMUNITY IN UTAH
(AMENDED JULY 2016)
Cognizant of the need of an organization to help build individual capacity of the members of the community,
Realizing the importance of self-sufficiency and thereby lessening the burden on Government; and,
Pursuant to maintaining national cohesion, promoting team spirit and collective welfare through cooperation, collaboration and partnering with the existing organizations, agencies and government entities;
The Bhutanese Community in Utah agrees to adopt the following By-laws:
NAME, ADDRESS, VISION STATEMENT AND MISSION STATEMENT AND PURPOSE
Section 1: Name
The name of the organization shall be Bhutanese Community in Utah (BCU). It is established as a charitable nonprofit corporation in the State of Utah.
Section 2: Vision Statement
Getting every member of the community to achieving self-sufficiency and full integration into mainstream society
Section 3: Mission Statement
Bhutanese Community in Utah is committed to promoting, preserving the ethnicity, culture, tradition, diverse religions and building organizational and individual capacities through case management, education, advocacy, mentoring, sports, collaboration and partnership.
Section 4: IRC 501(c) (3) Purpose
The purpose of this corporation shall be any purpose which may be lawfully undertaken by a Domestic Corporation (Non profit) organized pursuant to Utah Law and according to Section 501(c) (3) of the Internal Revenue Code.
Section 5: Specific purpose
The specific purpose will include, but not limited to, the following
Membership in this organization shall include, but not limited to, all who are 18 years and older and are from Bhutanese origins. Active members are those members who have applied for the membership and have paid their membership dues. Active members have legal and voting rights, and can be elected officials of the organization.
Section 1: Membership fee
The yearly membership dues of $20 for this organization shall be due by 15th of January every year for the ongoing year. However, members are granted a grace period until March 31st . Only those members who have paid the membership fees will have the right to review transaction and investment of all the activities of the organization.
Section 2: Membership Database
The Bhutanese Community in Utah shall keep the database containing the name and address of each member. Such database shall be kept by the Secretary.
Section 3: Termination of the Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
Section 1: Annual Meetings
The annual membership meeting of this organization shall be held on the 15th of December each and every year except if such day is a legal holiday, and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. The secretary shall cause to be mailed to every member in good standing at this address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
Section 2: Regular Meetings
Regular meetings of the organizations shall be held with the 10 days prior notification of all the members and at the venue arranged by the secretary until the arrangement shall have its office.
Section 3: Special Meetings
Special meeting of this organization may be called by the President or any board members when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least ten days before the scheduled date set for such special meeting.
Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of thirty percent of the members of the Board of Directors or twenty percent of the members of the organization, the President shall cause a special meeting to be called but such request must be made in written at least ten days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Section 4: Quorum
The presence of not less than 51 percent of the Board members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By –laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
Section 5: Order of Business
Order of business of all meetings shall be as follows:
Section 6: Voting
In all meetings, business decisions shall be finalized by voting. Voting can be conducted either by voice or by hand raising.
BOARD OF DIRECTORS
Section 1: Number
The corporation shall have no less than five directors and collectively they shall be known as the Board of directors (BOD).
Section 2: Power
The Board of Directors shall be the governing body of the corporation. The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of Board of Directors.
Section 3: Election
The Board of Directors shall be elected by members of the corporation who have the membership and paid all dues in their account. Voting for the election of directors shall be by secret ballot. The candidates receiving the highest number of votes up to the number of directors shall be elected to serve the board.
Section 4: Term of the Office
Each Director shall hold office for a period of two years. A person elected to fill a vacancy on the board shall hold office until the next election of Board of Directors or until his or her death, resignation, or removal from office.
The directors after being elected shall elect one of them as the chairman of the Board. He or she shall chair the Board till the next election unless otherwise, expired, resigned, or terminated.
Section 5: Responsibilities
It shall be the duty of the directors to:
Section 6: Salaries/Compensation
Till the financial recourses are explored the Board of Directors shall be liable to run the day to day business voluntarily. Otherwise, any salaries received by the officers and the board of directors will be reasonable and provided in return for services actually rendered to or for the Corporation. All salaries will be approved in advance in accordance with this Corporation’s conflict of interest policy as set forth in Article 10 of these Bylaws.
Section 7: Qualification
The members of BOD should have the following qualifications:
Section 8: Termination/ Resignation
Section 9: Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of BCU.
Section 10: Insurance for corporate agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agents of BCU (including a director, officer, employee, or other agent of BCU) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such.
Section 11: Board Performance Review
The Board collective shall review or evaluate their performance annually. Evaluating the work of the Board shall be done using questionnaire agreed upon by Board.
Elements of review shall include, but not limited to, of the following:
Section 1: Designation of Officers
The officers of BCU shall include but not limited to, a president, a vice president, a secretary, an assistant secretary, and a treasurer and assistant treasurer. Any member may serve as an officer of BCU.
Section 2: Election and term of office
Officers shall be elected by the Board of Directors and each officer shall hold office for a term of two years.
Section 3: President
The president shall perform the following duties:
Section 4: Vice President
The vice president shall in the event of the absence or inability of the President to exercise his/her office become acting President of the organization with all the rights, privileges, and powers as if he had been the duly elected President. Vice President is entrusted with all the responsibilities aforementioned under President’s role to run the corporation and work very closely with President.
Section 5: Secretary
The secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of records and seal of this organization. He may be one of the Officers required to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as secretary of organization. He shall submit to the Board of Directors any communications which shall be addressed to him as secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of secretary.
Section 6: Assistant Secretary
Assistant Secretary is responsible to assist the secretary and work as the secretary in his/her absence from duty.
Section 7: Treasurer
The treasurer shall have the care and custody of all money belonging to the organization and shall be solely responsible for such monies and security of the organization. He shall cause to be deposited in a regular business bank or trust company a sum not exceeding $5000 and the balance of the funds of the organization shall be deposited in a saving bank except (Unless) the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state. He must be one of the Officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of treasurer.
Section 8: Assistant Treasurer
Assistant treasurer assists the treasurer at work and will have full authority as a treasurer in his/her absence from work.
Section 9: Termination/Resignation
Advisory board shall be formed by the BOD. The number of members and the tenure for this board shall remain unlimited, unless otherwise the Advisory Board Member resigns.
The so formed Board will be responsible to inspect and advise the board of directors, officers, and other committees in their activities for the better functioning and services to the community and provide necessary comments and suggestions if required.
All committees of this organization shall be formed by the BOD and their term of office shall expire along with the expiration of the tenure of BOD if not dismissed earlier. The permanent committees of this Corporation are as follows. However, Board of Directors shall have the right to form other committees not included herein, as needed.
Section 1: Cultural Committee: Comprising five members formed by BOD in consent with all BCU members.
This committee will be responsible to organize and conduct all religious and cultural activities during festive occasions, public gatherings and help upcoming generations regarding culture, tradition and religion.
Section 2: Women and children Committee: Comprising of five members formed by BOD in consent with all BCU members.
This committee will be responsible to advocate to the issues related to women and children and provide resources in coordination with the BOD and empower them. Help the children to solve school related problems and conduct literacy classes related to Health, Banking, Financing and employment.
Section 3: Youth and Sports Committee: formed of five members nominated by BOD in consent with all BCU members. A youth forum namely Bhutanese Creative Youth (BCY) formed under the aegis of BCU. It shall work under BCU’s Bylaws and directives and is accountable to BCU.
This committee will be responsible to conduct and facilitate sports related programs. Suggest, engage and direct the youths towards productive and responsible duties in community services. Conduct anti-drug awareness programs, encourage and help them to attain higher level of education.
This committee is formed of 5 or more members depending on the nature of activities nominated by BOD in consent with BCU members. This committee will be responsible to conduct and facilitate language, citizenship, computer classes and also help community members find and apply for better jobs and provide skills based training to attend self-reliance.
AMENDMENTS and DISSOLUTION
Section 1: Amendments
Except as may otherwise be specified under provisions of law, these bylaws or any of them, may only be altered, amended, or replaced and new bylaws may only be adopted by an affirmative vote of two thirds of the Board.
Section 2: Dissolution
The Bhutanese Community of Utah (BCU) may be dissolved by resolution taken by three quarters majority of the active members. Upon dissolution, BCU’s assets will be distributed for any exempt purposes specified in section 501(C)(3) of the internal revenue code as amended or supplemented, or shall be distributed to the Federal Government or to a State or Local Government for a public purpose which the Board, at the time of dissolution shall determine. Any such assets not so disposed off shall be disposed off by the District court of the county in which the principal office of BCU is located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.
RECORDS, REPORTS AND SEAL
Section 1: Periodic Report
The board of directors shall cause an annual or periodic report required under law to be prepared and delivered to an office of this state to be so prepared and delivered within the time limit set by law. It is hereby acknowledged that as of the date of these Bylaws, the corporation is required by law to file an Annual Report/Renewal with the State of Utah Department of Commerce, Division of Corporation and Commercial code, by December 15 of each year.
Section 2: Corporate Records
The corporation shall keep at its principal office:
Section 3: Seal
The organization shall have a seal whose design and structure shall be determined by a committee formed by the Board of Directors. The board of directors may adopt, use and at will alter a corporate seal. Such Seal shall be kept at the principal office of the corporation. However, failure to affix the Seal shall not affect the validity of any such instrument.
Section 4: Inspection Rights
Every director shall have the right at any responsible time to inspect any copy of all books, records and documents of every kind and to inspect the physical properties of the corporation.
POLICIES and PROCEDURES
CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES
Section 1: Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’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 corporation or any “disqualified person” as defined in Section 4958 (f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations.
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
Interested Person: Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation, who has a direct or indirect financial interest, as defined below, is an interested person.
Section 3: conflict of Interest Avoidance Procedures
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.
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 effort a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
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 y 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 determination, it shall make its decision as to whether to enter into the transaction or arrangement.
If, after hearing the member’s response and 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.
Section 4: Records of Board and Board Committee Proceeding
The minutes of meeting of the governing board and all committee with board delegated powers shall contain:
Section 5: Compensation Approval Policies
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 the governing board or 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.
When approving compensation for directors, officers and employees, contractors and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following section of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
c.The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms and compensation. Appropriate data may include the following;
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
Section 6: Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers, if any, shall annually sign a statement which affirms such person:
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: Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt states, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, 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.
IRC 501(C) (3) TAX EXEMPTION PROVISIONS
Section 1: Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided by section 501(h) of the Internal Revenue Code) and this 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.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on:
Section 2: Prohibition against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members (if any), directors or trustees, officers, or other private 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation:
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributors) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
WRITTEN CONSENT OF DIRECTORS ADOPTING BY-LAWS:
We, the undersigned, are the Directors of the BHUTANESE COMMUNITY IN UTAH (BCU), and in accordance with the authority granted to the Directors by these By-Laws, consent to and do hereby adopt the foregoing By-Laws, consisting of 19 pages as the By-Laws of this corporation.
Board of Directors of the term 2017-2018