Bylaws of the Laotian American National Alliance, Inc.
The name of the organization is LAOTIAN AMERICAN NATIONAL ALLIANCE, INC., hereafter referred to as “LANA”.
1.2 Initial registered office
Its initial registered office is 1628 16th Street, NW Washington DC 20009
1.3 Initial Registered Agent
The initial registered agent is Linda Hanten.
2.0 PURPOSE AND MISSION
LANA is organized primarily for charitable, advice, literary and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 (IRC), as amended, with its primary mission:
The mission, of the Laotian American National Alliance, Inc.(LANA) as a national organization, is dedicated to advancing the social, and economic well-being of Laotian Americans in the United States through civic participation and public policy advocacy.
To fulfill its mission, LANA has established the following goals:
- Advocate for social justice, equal opportunity and fair treatment for all multi-ethnics from Laos
- Promote civic participation, education, and leadership
- Develop a new generation of non-profit, public sector, and corporate leaders
- Advance coalitions and community building
- Increase funding support for Laotian Community Based Organizations and Faith Based Organizations
- Foster cultural heritage
3.0 MEMBERSHIP AND VOTING RIGHTS
LANA shall have two classes of members: organizational and individual.
3.1 Organizational Membership
All Laotian Mutual Assistance Organization and other community based organizations representing the interests of Laotians are eligible for organizational membership of LANA. Each paid member organization is allowed one vote. $100 per year
3.2 Individual Membership
Individuals are eligible to become members of LANA with paying dues. Each paid member is allowed one vote. $5 per person
4.0 NATIONAL BOARD OF DIRECTORS
4.1 The National Board of Directors
- The initial Board of Directors shall be composed of five (5) persons. The initial Board of Directors is composed of those individuals named in LANA’s Articles of Incorporation. Thereafter, the Board of Directors shall be composed of no less than (5) persons and no more than (15) persons.
- The composition of the Board shall reflect the broad representation of Laotian American communities and ethnic Laotian diversity.
4.2 Election of Directors
A person shall be nominated by a nominating committee. The Board of Directors will elect new members of the Board by a majority of votes by e-mail, by telephone or by regular mail. All votes will be recorded by the Secretary.
4.3 Term of Office
All Directors shall each serve two years. Seven (7) members will be voted in, in the odd years, eight (8) members will be voted in the even years.
Any Director may be removed by a two-thirds (2/3) vote of the Board of Directors. Cause for removal may include non compliance with the bylaws, lack of attendance at meetings, lack of participation in the affairs of LANA, or other duties as a Director of LANA.
Any vacancy, by death, resignation or removal, occurring on the Board of Directors shall be filled with the submission of a person and their resume, by the Nominating Committee. The Board of Directors will vote by a majority for the approval of the new Director at a special meeting or at a regular meeting.
4.6 Abuse of powers
The Board of Directors can convene at any time for a special meeting to appoint an Investigative committee by a majority vote to grant powers to committee members to investigate any allegation of misuse of powers or any wrongdoing by a Director of LANA. The result of the investigation will be submitted in writing to the Board of Directors for discussion, determination and to take appropriate action.
4.7 Conflict of interest (to be added)
5.0 COMMITTEES AND OFFICERS
There will be two types of committees: standing and special.
- The meetings of each committee shall be decided by each respective committee.
- Each committee can either elect their own chair or a chair will be appointed by the President.
- Non-members of the board can be nominated by any three board members and appointed by the president as Chair of a committee until a board member is available to fill that position.
- Each committee will submit the minutes of their meetings to the Board of Directors which will then be maintained in the records of the organization by the Secretary.
5.1 The Executive Committee
- The Executive Committee shall consist of one (1) Chair, two (2) Vice Chairs, one (1) Secretary, and one (1) Treasurer, all known as officers of the Executive Committee.
- The term office for each officer shall be two years as delineated under section 4.3 term of office.
- The Executive Committee shall be a standing committee.
5.2 Election of Officers
Officers will be elected to their posts by a majority of votes by e-mail, by telephone or by regular mail. All votes will be recorded by the Secretary.
5.3 The Chair shall:
- Be chosen principally for the ability to preside.
- Be well versed in parliamentary law.
- Be thoroughly familiar with the bylaws and the rules of the organization.
- Have tact and common sense.
- Preside at all meetings of the Board of Directors.
- Open the meeting at the appointed time and calling the meeting to order.
- Ascertain a quorum is present which is a majority or two-thirds (2/3) of the Board of Directors.
- Begin the meeting in the prescribed order of the agenda.
- Recognize those members who request to speak at the meeting, before or during the meeting.
- State and put to vote all questions that come up regarding LANA.
- Announce the results of the vote to each question.
- Refuse frivolous or dilatory motions by refusing to recognize them.
- Be co-spokesperson for LANA with the Chief Executive Officer.
- Respond to inquiries of members relating to parliamentary procedure.
- Appoint chairs of committees except for the nominating committee.
- Be an ex-officio of all committees but is not obligated to attend all committee meetings and is not counted in determining the amount needed for a quorum.
- Appoint a parliamentarian.
- Ask the Vice-Chair to take the chair in his/her absence.
- Works with the CEO to create board meeting agendas
- Appoint standing and special committees
- Act as and ex-officio member of all committees
- Exercises other temporary assignments and powers given by the board
- Serves as a spokesman along with the chief executive officer
- Appears on behalf of the agency in action brought by it and against it
- Serves no more than two-two year terms as chair
- May also co-sign for checks over $2,000
- Conducts the executive director’s performance review
- Chairs the executive committee.
5.5 The Vice-Chair shall:
- Take the chair at the request of the Chairman in his/her absence.
- Disqualify himself/herself from presiding a case if he/she is involved in it.
- Follow the same bylaws as Chairman when assuming that role.
- Serve as chair of nominating committee
- Learn the duties of the chair
- Enforce attendance requirements
- Serve on Executive committee
- Work closely as with chair
- Have such other duties as the board of directors may assign.
- May also co-sign for checks over $2,000
5.5 The Secretary shall:
- Be the recording officer of the organization
- Be the custodian of its records except for the Treasurer’s
- Keep a record of all the proceedings of the organization: the minutes.
- The content of minutes shall contain:
- the kind of meeting (regular, special, other)
- the date, time, place if not the same
- Board members present or absent, known as roll call.
- approval of minutes as read or as corrected
- a separate paragraph for each subject matter stating all motions and movers, including committee reports, voting numbers, informal motions, time of adjournment
- Keep on file all committee reports
- Keep the organization’s official membership roll and call the roll unless another officer has this job.
- Make minutes and records available to members upon request
- Notify officers, committee members of their election or appointments
- Furnish committees with whatever documents are required for the performance of their duties
- Have on hand at each meeting a list of existing committees and their members.
- Sign all certified copies of acts of the organization
- Maintain record books in which the bylaws, special rules of order, standing rules and minutes are entered with any amendments to these documents properly recorded.
- Have the current record books on hand at every meeting.
- Send out a notice of each meeting, known as the call of the meeting
- Conduct the general correspondence of the organization that is not related to committee works.
- Record dates of absence of any Board Member and notify the Board of Directors.
- Prepare prior to each meeting, an order of business, known as the agenda, for the use of the presiding officer, showing in their exact order, under the correct headings, all matters known in advance that are due to come up.
- In the absence of the president and vice-president, call the meetings to order and preside until the immediate election of a chairperson pro tem.
- Contact Board members at the request of any committee Chair for notification or voting purposes. The secretary will record the Board members notified.
- Record the dates received of committee reports, and preserve them among the records of the organization.
5.6 The Treasurer shall:
- Be the officer entrusted with the custody of its funds.
- Invest LANA’s funds under the direction of the Board of Directors.
- Be bonded for the sum sufficient to protect the organization from loss.
- Be required to make a full financial report annually.
- Be requested to make an interim financial report by the Executive Board.
- Bill members their annual dues.
5.7 The Directors shall:
- Participate in two to four committees of their choosing or appointed to such committee by the President.
- Be present at ninety per cent (90%) of the general meetings.
- Respond to the Board meeting notices to the Secretary.
- Be available by e-mail or by phone for voting purposes.
- Respond to all correspondences e-mail and phone within forty eight (48) hours.
- Notify the President and Secretary of their dates of absence. The Secretary will notify all Board members of the absence of any Board member and the length of time of absence.
- Exercise their powers and duties in good faith and with a view toward the best interests of LANA. All contracts or other transactions between the LANA and one or more of its Officers or Directors, or between LANA and any entity in which one or more of its Officers or Directors has an interest, pecuniary or otherwise, shall be disclosed to the full Board of Directors.
The Board member will:
- Remember that he/she represents at all times LANA.
- Attend all board and committee meetings and functions, such as special events.
- Be informed about the organization's mission, services, policies, and programs.
- Review agenda and supporting materials prior to board and committee meetings.
- Serve on committees or task forces and offer to take on special assignments.
- Make a personal financial contribution to the organization.
- Inform others about the organization.
- Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization
- Keep up-to-date on developments in the organization's field.
- Follow conflict of interest and confidentiality policies.
- Refrain from making special requests of the staff.
- Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements.
- Fundraise for LANA.
- Request information and answers to questions as needed from the Executive Committee.
5.8 The Parliamentarian shall:
- Abide by the latest Robert’s Rules of Order.
- Be a professional consultant who advises the president and other officers, committees and members on matters of parliamentary inquiries.
- Confer with the president before a meeting in order to anticipate problems that may arise and to avoid, as much as possible, frequent consultation during the meetings.
- Be called upon when parliamentarian matters are in question. The parliamentarian can be called upon before, during or after the meeting by e-mail or by telephone.
- Be limited to giving advice to the chair during a meeting, and when requested to any member.
- Call to the president’s attention as inconspicuously as possible any errors that occur.
5.9 The Strategic Planning Committee
The strategic planning committee shall consist of all members of the Executive committee.
5.10 The Nominating Committee
- The nominating committee shall consist of no less than three (3) directors.
- The nominating committee shall present to the Board of Directors the names and resumes of candidates who are in alignment with the mission and vision of LANA.
- The nominating committee shall be a standing committee.
5.11 The Bylaws Committee
- The bylaws committee shall consist of no less than three (3) directors.
- The bylaws committee shall update or make amendments to the bylaws at the request of the Board of Directors.
- The bylaws committee shall be a standing committee.
5.12 The Public Relations Committee
- The public relations committee shall be headed by a chair.
- The President of the Executive Committee and the Chair of the Public Relations committee shall act as spokespersons together for LANA.
- The public relations committee shall consist of no less than three (3) directors.
- The public relations shall convene when appropriate to send out letters of support or letters of protest to appropriate sources.
- The public relations shall maintain up to date information regarding social, economic issues that affect the Laotian American communities.
- The public relations committee will maintain the website and the listserv of LANA-USA.org
- The public relations committee shall be a standing committee.
5.13 The Grant and Fundraising Committee
- The grant and fundraising committee shall consist of no less than three (3) directors.
- The grant and fundraising committee shall research for grants and ideas for fundraisers that would benefit the Laotian American organizations and communities.
- The grant and fundraising committee shall advise the board of directors when necessary to pursue a grant and to request help from all board members.
- The grant and fundraising committee shall notify the Board of Directors of all grants of interest prior to sending the proposal to the grantor. Notification can be done by phone, by e-mail or by regular mail. Roll call will be maintained by the Secretary of the Board.
- The grant and fundraising committee shall be a standing committee.
5.14 The Finance Committee
- The finance committee shall consist of the President, the Treasurer and no less than three (3) directors.
- The finance committee shall accept and review funds received for such purposes as are within the scope of LANA’s objectives and mission.
- The finance committee shall suggest disbursement as appropriate to be approved by the Board of Directors at a regular meeting or at a special meeting.
- The finance committee shall formulate and approve an annual budget, which shall be drawn up in accordance with accepted accounting standards.
- The finance committee shall research and suggest where funds may be deposed in such banks or other financial institutions or as may be designated by the Board of Directors. Funds which are not required for current needs may be invested in mortgages, bonds, debentures, shares of preferred or common stock or other securities, and in such a manner as the Board of Directors may direct, in conformity with the law and subject to limitations and conditions contained in any particular gift, devise or bequest.
- The finance committee shall assist annually the certified public accountant selected by the Board of Directors in the auditing of LANA’s books and accounts.
- The finance committee shall make recommendations regarding securities owned by LANA, deposited in a safe deposit box or held by a custodian. Withdrawal shall be made by person or persons as determined by the Board of Directors. Usage of such funds shall be determined by the Board of Directors.
- All checks, drafts and money orders for the payment of money by LANA shall be signed by Officers or Agents designated by the Board of Directors.
- The finance committee shall present the budget at the annual meeting of the Board of Directors.
- The finance committee shall be a standing committee.
5.15 Ad hoc committees
- The President shall appoint special committees as needed or as advised by the Board of Directors.
- Special committees shall be dismantled when their goals are met by the Board of Directors.
6.0 MEETINGS OF THE BOARD OF DIRECTORS
6.1 Yearly meetings
- The yearly meeting of the Board of Directors shall be held in October of each calendar year.
- Time and place can be designated in different regional areas to encourage Local Chapters to join in, time to meet and greet, strengthen connections.
6.2 Regular meetings
- The board of directors shall meet regularly monthly
- The Executive Committee shall meet monthly to discuss objectives met /not met, actions to be taken, evaluation, follow up.
- All meetings will be requested by the President and announced by the Secretary.
6.3 Special meetings
- Special meetings can be called to convene by the President or by any three (3) board members
- Special meetings can be help at a time and place designated by the President and/or the board members.
- All meetings will be announced by the Secretary.
6.4 Notice of the Board Meeting
- The Secretary will contact each board member at their last known preferred place of contact at least ten (10) days before the meeting by mail or by phone, e-mail or fax at least three (3) days before the meeting.
- Members of the Board shall respond to all correspondences e-mail and phone within forty eight (48) hours.
- Any meeting of the Board of Directors may be held without notice if all the directors are present.
6.5 Committee Meetings
- Committee Meetings will be called by the Chair of the committee.
- Minutes from each committee meeting including attendance will be submitted to the President and to the Secretary.
6.6 Quorum of the Board
- At any meeting of the Board of Directors, fifty plus one percent (51%) of Directors present shall constitute a quorum to convene a Board meeting.
- Less than a quorum shall adjourn the meeting.
- A new meeting will then be scheduled within a week.
6.7 Action by Consent
Any action required or permitted at any meeting of the Board of Directors may be taken without a regular or special meeting, if written or consent to such action is signed, stated or spoken by two-thirds (2/3) of the Directors then in office, and such written consent is filed with the minutes of the proceedings of the Board.
6.8 Meeting by telephone
Directors may participate in a meeting by telephone during which all Directors can hear each other at the same time. Participation by such means shall constitute presence at such meeting. Meetings by phone may be recorded.
Attendance at a regular or special meeting of the Board of Directors is required for all board members 90% of the time unless it is an excused absence given to the Chair and accepted prior to the meeting.
7.0 Chief Executive Officer (CEO)
- Shall be hired by the Board of Directors
7.1 Job requirements of CEO
- The CEO is an employee of LANA
- Shall report to the board of directors
- Shall hire staff as needed
- Shall be co-spokesperson with the Chair
- Shall represent the Laotian community
- Shall abide by code of conduct same as Board of Directors
- Shall plan all agendas for board meeting with Chair
- Shall be present at all committee meetings
Membership dues are due annually in the month of January.
8.1 Organizational Dues
Organizational dues will be determined yearly by the Board of Directors and recorded as such by the Secretary and by the Treasurer.
8.2 Individual Dues
Individual dues will be determined yearly by the Board of Directors and recorded as such by the Secretary and by the Treasurer.
9.1 Fiscal Year
LANA’s fiscal year is the calendar year, begins January 1 and ends December 31.
9.2 Corporate Dissolution
On dissolution or final liquidation of LANA, the Board of Directors shall, after paying all lawful debts and liabilities, distribute all assets of the corporation: (I) for one or more exempt purposes within the meaning of IRC Sec. 501(C)(3); (ii) to the federal government; (iii) or to a state or local government for public purposes within the meaning of IRC Sec. 170(c)(1). Any remaining assets shall be distributed by a court of competent jurisdiction to another organization to be used in such manners as, in the judgment of the court, shall best accomplish the general purposes for which LANA was organized.
9.3 Indemnification and Exculpation
LANA shall indemnify each member of the Board of Directors to the full extent permitted by law. In each and every such instance where the Corporation may do so under applicable law, LANA hereby obligates itself to provide such immunity. To the extent allowed by the District of Columbia General Corporation Law, the Officers and Directors shall not be liable to LANA for any mistake or misjudgment, negligent or otherwise, except for their own individual willful misconduct.
9.4 Disciplinary Actions
Disciplinary actions shall be applied in accordance with Robert’s Rules of Order Newly Revised 10th edition, 2000, pages 624 to 641.
Remedies against misconduct or dereliction of duties in office shall be applied in accordance with Robert’s Rules of Order Newly Revised 10th edition, 2000, pages 642 to 643.
At any meeting of the Board of Directors at which there is a quorum, these Bylaws may be altered, amended or repealed by a two-thirds (2/3) vote of the Directors present at the meeting, provided that the proposed change to the Bylaws has been submitted in writing to the Board of Directors at least ten (10) days before the meeting.
These bylaws revised according to Robert’s Rules of Order Newly Revised 10th edition, 2000
By Laws Committee:
Addendum per meeting from December 22, 2009
Board of Directors are as follows:
Year 2010 $200
Year 2011 $300
Year 2012 $400
Increasing by $100 yearly to a maximum of $1000