Bylaws
Triad Nepalese Community Center (TNCC), INC.
ARTICLE I
Name and Principal Offices
The Name of this Corporation is: Triad Nepalese Community Center (TNCC) Inc. The
principal office of the corporation shall be in Guilford County, North Carolina. The
Corporation may establish other offices in other locations if needed.
ARTICLE II
Mission and Purpose
Mission of the corporation is to preserve the Nepalese cultural heritage by uniting the
Nepalese community, delivering direct and supportive services for the community, creating
opportunity for the community members and enabling them for competence and well-being in
the Triad Area. The purposes of the corporation are:
- To preserve and promote Nepalese identity and cultural heritage
- To strengthen the fraternal ties of all people of Nepali origin, especially in Triad area
(Greensboro, High Point, and Winston Salem). - To assist Nepali immigrants, refugees and other asylee with integration in to the
mainstream of the United States of America and help them to become self-sufficient and
independent - To help Nepal and Nepalese people in the field of socioeconomic, cultural, educational
and academic sectors - To promote educational, social, cultural, and charitable activities
- To create an environment conducive to meeting mutual respect among Nepali ethnic
people - To work with other associations and corporations collaboratively in order to achieve its
purposes.
ARTICLE III
Board of Directors
There shall be a Board of Directors (BODs), which shall manage and direct the business of
the Corporation. The Board of Directors shall be elected by the General Assembly of The
Corporation.
Power and duties
a. The Board shall have the authority to form and disband committees, subcommittees, task
forces, local chapters, or similar entities as may be deemed necessary and shall determine
the functions and terms of their existence. The Board of Directors shall serve without pay
and consist of 11 members. Board shall make decisions based on facts and research done
by their committees.
b. Task of Board of Directors shall be to coordinate all other committees and help them
perform their responsibilities. The Board performs other duties and responsibilities
provided by existing law and this bylaw of the TNCC.
Term of Services
Directors shall be elected by the General Body for a term of two (2) years.
a. The President of the Board of Directors shall not serve more than two terms (total of 4
years).
b. In the event of vacancies occurring between annual conventions of the General Assembly,
the Board of Directors may nominate additional members to serve for the balance of the
unexpired terms. The search of the additional members shall be conducted under the
approval of rest of the BOD members. The announcement shall be sent to all members to
solicit their interest/application for the post within a specified period.
c. Selection of Board of Directors shall not be limited to national origin, gender, race, caste,
and ethnicity.
d. Board members with 3 absences per year, without reasonable cause, shall be dismissed.
Composition
Board of Directors should be inclusive in terms of representation of Nepali ethnicity and
identity.
Conflicts of Interests
Any member of the board who has a financial, personal, or official interest in, or conflict (or
appearance of a conflict) with any matter pending before the Board, of such nature that it
prevents or may prevent that member from acting on the matter in an impartial manner, will
offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from
discussion and voting on said item.
Board Meetings
a. The Board of Directors shall meet at least 6 times in a year. Special meetings may be held
at any time when called for by the President or a majority of Board members.
b. Agendas shall be provided at least a week in advance in case it has not been set in the
previous meeting. Each member shall be notified of the meetings at least one week prior
to each meeting date.
c. A majority of board members constitutes a quorum. Meeting can be attended by using
conference call or online.
d. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a
subsequent date.
e. Passage of a motion requires a simple majority (that is, one more than half the members
present).
Removal of Directors
a. All Board officers shall regularly attend the board meeting and shall take on specific tasks
as assigned by the Board.
b. Any member of the Board of Directors who is absent in three consecutive meetings, and
who is not in the meantime rendering definite service to the organization, may be
considered for the removal from the Board.
c. A director may be removed at any time by a majority of the Directors in office, with
cause. Once selected, an officer of the Board shall serve for a full term except in the event
of the person’s death, resignation, removal, or recall or loss of membership to the
Association. Resignation, termination and absences must be in writing and received by
the President.
d. The officers shall not be personally liable for the debts, liabilities or other obligations of
the corporation except criminal violations and intentional misuse of the funds.
ARTICLE IV
Officers and Responsibilities
The election of the Board shall be conducted as stated in the by-laws. The officers of the
Board shall consist of the following:
- President
- Executive Vice President
- Vice President
- General Secretary
- Joint Secretary
- Treasurer
- Members (Quantity = 5)
President:
a. The President shall preside at all Board meetings, appoint committee members, and
perform other duties as associated with the office.
b. Provide overall leadership to the Association.
c. Serve as a spokesperson of the Association on policy matter or designate another officer
to serve in the capacity.
d. Supervise and/or perform all regulatory requirements and its timely completion satisfying
all applicable federal and state requirements including filing IRS tax returns, financial
donations, and disbursements or expenditures of funds by the association inside or outside
the United States.
e. The President has the authority to spend up to $500.00 or a set amount as decided by the
Board, for the TNCC activities related expenses, without prior approval of the Board. All
expenses over $500.00 shall require the approval of Board and require signatures of both
President and Treasurer.
Vice-President
The Executive Vice President shall perform the duties of President in the absence or the
resignation or the President until the next election. The Vice President shall perform the
duties of Executive Vice President in the absence or the resignation of the Executive Vice
President. The duties of the Vice Presidents shall include coordination with individual
members, committees and task forces existing within the Association and with any other
Nepalese organizations around the country.
General Secretary
The General Secretary shall be responsible for:
a. Creating and keeping records of minutes of the TNCC meetings (Board meetings, advisor
meetings, business meetings, etc.)
b. Sending out copies of minutes electronically to all members of the Board immediately
c. Maintaining membership contact information (e-mail, phone, and postal address)
All records of the Association shall be available for inspection at any time and these shall be
turned over to the new General Secretary within 30 days following the election.
Joint Secretary
Joint Secretary shall be responsible for above listed responsibilities in the absence of General
Secretary. The Joint Secretary shall also be responsible to assist General Secretary in
performing his/her duties.
Treasurer
a. The Treasurer shall keep record of the organization’s budget and prepare financial reports
as needed.
b. Maintain records of TNCC funds, report financial status including an accounting of
expenditures at least annually and as requested by officers
c. Receive and record dues
d. Deposit monies received into TNCC account
e. Withdraw funds from TNCC account as approved by officers
f. The funds, books and other financial records of the Association shall be available for
inspection at any time and these shall be turned over to the new Treasurer within 30 days
following the election.
g. Notwithstanding any other provision of the Bylaws, not more than one (1) “interested”
person shall serve as executive directors. An “interested person” means either of the
followings: brother, sister, father, mother, son, daughter, and spouse. Any officers serving
on other boards or maintaining business interests that could constitute a conflict of
interest
ARTICLE V
Membership
Eligibility: Anyone who supports the purpose and mission of the corporation shall be eligible
for the membership.
Qualifications: Any person who is age of 18 years and older but not in default of dues and
fees or under suspension. Membership types:
Types:
a. Individual
b. Family*
c. Student
d. Life*
e. Senior citizen: Anyone above 60 yrs. of age is eligible for the “senior citizen”
membership free of cost.
f. Honorary: The Honorary memberships shall be awarded by BODs who have
made substantial contributions to the benefit of the association and the
communities at large.
- Family includes parents and children under 18 years of age. Adult children (age 18+
years) or grand-parents require separate memberships.
Dues:
a. The membership dues shall be paid on a 1-term basis, consistent with the term and
fiscal years of the Board. Note that 1 term means 2 years of duration.
b. No renewal of membership shall be required for life and honorary members.
c. The Board of Directors shall set the other policies and procedures regarding the
qualification of members and membership dues.
ARTICLE VI
General Assembly
General Assembly consists of all members of TNCC. General Assembly shall meet every
year. The convention elects the Board of Directors, approves amendment of the Bylaws
proposed by the Board, and approves the budget for TNCC.
ARTICLE VII
Advisory Board
The Board of Directors shall nominate and select the members of the advisory board.
ARTICLE VIII
Board of Trustee
There shall be a Board of Trustee. The power and duties shall be determined by Board of
Directors. The ex-president of TNCC shall automatically become the member of Board of
Trustee.
ARTICLE IX
Committees
The Board may appoint standing and ad hoc committees as needed. The Board can appoint
committees including following listed and prescribe their tasks as appropriate:
a. Community Center committee
b. Fund raising and management committee
c. Nepali Pathshala Committee
d. IT Committee
e. Cultural programs Committee
f. Public Relations and Service Committee
g. Social Network and Outreach Committee
h. Youth & Sports Committee
i. Grants Committee
ARTICLE X
Fiscal Policies
The fiscal year of the board shall follow the Nepalese Calendar Year (April 14 – April 13).
ARTICLE XI
Non-Discrimination Policy
The organization will not discriminate anyone on the basis of race, color, creed, religion,
gender, age, national origin, disability, military, veteran status, political affiliation or sexual
orientation.
ARTICLE XII
Election
a. Nominations shall be made in writing to the Election Commission approved by the Board
of Directors. The commission shall include three members and is responsible for the
overall election process.
b. Officers will be elected by confidential ballots at the general convention of the TNCC.
c. General election shall be held for “eleven” positions: president, vice presidents (2
position), general secretary, joint secretary, treasurer, and 5 executive directors.
d. Individual interested to vote for election must be a member of TNCC before 31st January
of the election year. The Board shall notify all members for renewal and registration at
least one week in advance before the election.
e. Nominee for the executive board member positions shall be an active member of the
TNCC and resident of the Triad area for at least 1 year duration before the election.
ARTICLE XIII
Amendments
The Bylaws may be amended by a two-third vote of Board members present at any meeting,
provided a quorum is present and a copy of the proposed amendment(s) are provided to each
Board member at least one week prior to said meeting.
- Proposed changes will be submitted to President, Vice President, or General Secretary
at any time and proposed changes may be submitted via e-mail or in person. - Proposed changes must be submitted one week before General Body meeting.
- Changes will be e-mailed to membership prior to General Body meeting
- Proposed changes will be read and discussed by entire membership during a General
Body meeting. - Amendments to proposed changes may be proposed and voted on during the business
meeting. - Decision to accept or reject proposed changes will be reached by 2/3 majority
consensus.
ARTICLE XIV
Non-Profit Status
The organization is established exclusively for charitable, religious, education, and/or
scientific purposes under section 501 (c) (3) of the Internal Revenue Code. No substantial
part of the activities of the organization shall participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of any candidate
for public office. Notwithstanding any other provision of this document, the organization
shall not carry on any other activities not permitted to be carried on (a) by an organization
exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or
corresponding section of any future federal tax code. This organization will rely upon North
Carolina (NC) State law to be in compliance with NCGS section SS-4 as required.
ARTICLE XV
Dissolution
Dissolution of the Board may be decided by the two-thirds (2/3) majority of the voting
members of the General Body. The property of this corporation is irrevocably dedicated to
the purposes mentioned in ARTICLE III & IV, purpose, and no part of the net income or
assets of this organization shall ever inure to the benefit of any director, officer, or member
of this corporation, or to the benefit of any private individual, except that the organization
shall be authorized and empowered to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of the purposes set forth in the purpose
clause hereof.
Upon the winding up and dissolution of this corporation, after paying or adequately providing
for the debts and obligations of the corporation, the remaining assets shall be distributed to a
non-profit fund, foundation, or corporation that is organized and operated exclusively for
charitable purposes and that has established its tax-exempt status under Section 501 (c) (3) of
the Internal Revenue Code
CERTIFICATION
This “Bylaws” was approved in the BOD meeting March 10, 2014 by its 11 committee
members.
This “Bylaws” was approved in the General Assembly on March 28, 2014 by at least twothird majority of the attendees.