ARTICLE II

MEMBERSHIP

SECTION 2.1 - Classification: The classification of memberships in this organization shall be:

-Platinum member
-Gold member
-Silver member
-Honorary member

SECTION 2.2 - Membership Dues and Privileges: The Board of Directors, with the advice and consent of the membership, shall set the annual dues and privileges for all membership categories. Membership received after January 1st of each year, shall remain current to the end of the following year.

SECTION 2.3 - Qualification of membership: Members of this organization shall be those who are approved by the Membership Committee and accepted by the Board of Directors. Membership can be granted to individuals and/or groups, organizations of all nationalities.

SECTION 2.4 - Honorary members: Honorary members are non-voting members of this organization and granted to individuals and/or groups, organizations who contribute to the activities of this organization.

SECTION 2.5 - Termination of Membership: If membership dues remain unpaid for a period of sixty days after written notice by the Secretary, such membership shall ipso facto terminate and such member shall cease to be in good standing. Membership may be terminated by the action of the Board of Directors in accordance with Robert’s Rules of Order.

ARTICLE III

BOARD OF DIRECTORS, OFFICERS AND EXECUTIVE COMMITTEE

SECTION 3.1 - Election of Officers and Directors: Officers and Directors shall be elected by plurality vote of regular members at the annual election meeting. The immediate Past President shall automatically be a member of the Board of Directors for the term following his/her presidency.

SECTION 3.2 - The Board of Directors: The Board of Directors shall consist of the President, the Vice- President, the Secretary, the Treasurer, the immediate past President and five Directors.

SECTION 3.3 - The Executive Committee: The Executive Committee shall consist of the President, the Vice-President, the Secretary and the Treasurer.

SECTION 3.4 - Qualifications: A candidate for elective office must be a platinum member in good standing for at least one (1) year. A candidate for President or Vice President shall have served on the Board of Directors for at least one (1) year.

SECTION 3.5 - Term of Office: Officers and Directors shall be elected for a term of one (1) year or until their successors are elected. Although not forbidden, no elected Officers shall serve more than four (4) consecutive terms in the same Office, except for the Secretary and the Treasurer.

SECTION 3.6 - Board of Vacancies: A vacancy on the Board of Directors, provided that the appointment is made sixty days prior to the Annual Meeting.

SECTION 3.7 - Powers and duties: The Board of Directors and each of the Officers shall have the following powers and duties:

a) President:
-Official spoke-person for the organization,
-Preside at all meetings of the Board of Directors, as well as regular meetings,
-Ensure that the Bylaws are diligently enforced.
-Have full power to appoint all members of standing, special or ad hoc committees deemed necessary to perform the work of the organization,
-Responsible for the organization Newsletter and/or Website,
-Perform such other duties as usually pertain to this office.

b)Vice-President:
-Shall succeed to and become President of the organization on the event the Office of the President becomes vacant,
-Perform all duties of the President in the absence of the President,
-Assist the President as pertains to all duties and activities of that Office,
-Perform such duties as the president may request,
-May serve as Chairman of Finance & Arrangement Committee,
-May serve as Chairman of Membership Committee,
-Be responsible for membership retention.

c)Treasurer:
-Receive, collect and deposit all monies received by the organization,
-Originate all disbursements on orders of the Boards of Directors,
-Keep the usual books or record of accounts and report on income, disbursements and liabilities,
-Perform such duties as the President may request,
-All drafts signed by two officers must include the treasurer and one of the following: President, Vice-President and the Secretary.
-Be responsible for reporting to the appropriate state and federal agencies.

d) Secretary:

-Keep minutes of all meetings,
-Provide notice of all meetings,
-Perform such duties as the President may request,
-Keep a record of all members’ names and addresses,
-Keep a record of all activities of the organization.

e) The Board of Directors:
-Shall have the power to solicit and receive contributions from members and the general public for the purposes of the organization and the activities it sponsors,
-Shall be vested with the power and the duty of transacting all the business of the organization,
-Responsible for carrying out the objectives and purposes of the organization,
-Responsible for protecting the organization membership mailing list from use by any other organization, without a 2/3 majority approval of the Board.

f) The Executive Committee:
-Set the time and place of all meetings,
-Responsible for the implementation of the daily business between meetings of the Board of Directors.

SECTION 3.8 - Vacancies: Vacancies occurring between elections shall be filled by the Board of Directors.

ARTICLE IV

COMMITTEES

SECTION 4.1 - Appointments: All members of committees shall hold office at the nomination of the President and with the approval of the Board of Directors. Committee Chairman shall be members of the Board of Directors. Committees consist of a minimum of three (3) members.

SECTION 4.2 - Standing Committees: The standing Committees shall be:

-Membership Committee
-Functions Committee
-Newsletter & Website Committee
-Audit Committee

SECTION 4.3 - Nominating Committee: A nominating Committee shall be appointed by the President, with the approval of the Board of Directors, not less than thirty days (30) and not more than sixty (60) days before the annual election meeting.

ARTICLE V

MEETING

SECTION 5.1 - Board of Directors Meetings: The Board of Directors shall meet at least once a month at a time and place designated by the Executive Committee. A Quorum shall consist of at least 2/3 of the Board of Directors. Any resolution shall be approved by plurality of the Quorum.

SECTION 5.2 - Annual Meetings: Annual meetings shall be held in December of each year for the purpose of electing Officers and Directors for the following year term. The meeting time and place shall be designated by the Executive Committee.

SECTION 5.3 - Executive Committee Meetings: Executive Committee meetings shall be called by the President. A Quorum of the Executive Committee shall consist of at least three (3) members.

SECTION 5.4 - Special Meetings: Special meetings may be called by the President or at least 2/3 of the Board of Directors. The time and place shall be designated by the Executive Committee.

ARTICLE VI

VOTING

Only members in good standing shall be allowed to vote. Members in good standing are those who have been accepted by the Membership Committee and approved by the Board of Directors.
The Robert’s Rules of Order, Revised shall govern this organization in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws.

ARTICLE VII

AMENDMENT OF THESE BYLAWS

These Bylaws may be amended at any regular meeting of this organization by a two-third of those present, provided that the proposed amendment has been submitted in writing to all membership at least thirty (30) days prior to a regular meeting where they are to be considered.

ARTICLE VIII

ORDER OF BUSINESS

The following is a suggested model for the Agenda and Order of Business for Directors and General Meetings:

-Invocation
-Pledge of Allegiance
-Reading and Approval of the Meeting’s Agenda
-Committees Reports
-Treasurer’s Report
-Old (Unfinished) Business
-New Business
-Reading and Approval of the Minutes
-Adjournment

We, hereby certify that the foregoing Bylaws of the Nguyen Thai Hoc Foundation were duly considered and approved by the members on the 8th day of April, 2005

President
Vice President
Secretary
Treasurer