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BAY AREA NEPALI WOMEN ORGANIZATION – BYLAWS 2013
Table of Contents:
Article I NAME AND PRINCIPAL OFFICE
Article II MISSION/PRINCIPLE OBJECTIVES
Article III PRINCIPAL ACTIVITIES
Article IV MEMBERSHIP AND DUES
Article V BOARD OF DIRECTORS
Article VI. (I) ADVISORY BOARD
Article VI. (II) OTHERE SUB-COMMITIEE
Article VII FISCAL YEAR
Article VIII MEETINGS
Article IX ELECTIONS OF NEW BOARD OF DIRECTORS
Article XSALE OF ASSETS, DISSOLUTION, AND LIQUIDATION
Article XI NON-PARTICIPATION IN POLITICAL ACTIVITIES
Article XII AMENDMENTS
BYLAWS OF Bay Area Nepali Women organization
A California Nonprofit Public Benefit Membership Corporation
ARTICLE – I: ORGANIZATION
1. The name of the organization shall be Bay Area Nepali Women organization. The organization
shall also be known in short form by the Acronym——
2. The organization shall have its own Seal.
3. The organization shall have its own website & office.
ARTICLE –II: PRINCIPLE OBJECTIVES/MISSION
To organize and help Nepali-American women living in Northern California, especially around the
San Francisco bay area, open and operate school to teach them English language, written and
communication skills etc.
ARTICLE III., PRINCIPAL ACTIVITIES
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1. Operate classes to teach English language, writing and communication skills to the women and
2. Organize Nepali American women living in Northern California and around the San Francisco
3. Preserve and teach Nepali culture, tradition, morality etc to them
4. Provide mentorship, help them to get job or settlement in the United States in Lawful manner
5. Encourage them to interact among each other, help those who are poor or in trouble
6. Foster closer contacts/relationship between Nepalese and American women, help to learn the
culture and tradition of each other
ARTICLE-IV., MEMBERSHIP AND DUES
1. Application for Membership
1.1: Any individuals eighteen years of age or above shall be eligible to apply for membership.
Membership may be obtained by completing the corporation’s application form for membership and
paying the necessary dues as defined in Article IV.3.
1.2 Membership form can be submitted either in person or through online or regular mail.
2. Types of Membership
There shall be three types of membership which is defined as follows:
Regular Membership: All women who have resided in Northern California for at least three months
and currently maintain a permanent mailing address may be eligible to obtain regular membership of
the corporation. Those obtaining membership in this manner shall be designated as the Regular
Members of the corporation.
2.2: Family membership: That includes parents and minor children in the family.
2.3:Lifetime Memberships: All women who shall pay the membership fee in advance as designated
category of lifetime memberships’ at the time of application and all those persons who shall contribute
the valuable contribution to the organization shall be eligible for the lifetime membership.
3. MEMBERSHIP AND DUES:
4. Validity of Membership:
4.1. Membership shall be valid for 4 consecutive calendar years.
4.2. The corporation may also introduce institutional or corporate membership categories as needed.
5. The corporation may also grant Honorary/Lifetime Memberships to person(s) making substantial contribution towards promoting the mission of the corporation.
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6. Responsibilities of the members:
1. All members shall participate in the affairs of the corporation. Participation shall be on a voluntary
2. All members shall abide by the provisions of the Bylaws of the corporation.
3. All members shall agree to conduct themselves in accordance with prevailing socially accepted
civic norms, conventions and exemplary moral and ethical standards.
4. All member shall have joint and individual responsibility not to bring disruptive activities under the
name of corporation or diminish its community standing in anyway whatsoever
7. Rights of the members
1. All members shall have the right to participate in the affairs of the corporation freely and non-
2. Notwithstanding provision (7.1), only Regular Members shall have the right to vote and the right to
run for elected office.
3. Voting by proxy shall not be allowed by this section.
4. All members shall be treated with dignity, respect, and civic courtesy commensurate with that
normally accorded to other individuals in the community.
8. Resignation of Membership
Any member may resign his/her membership by submitting a notice of resignation in writing to the
Board of Director. Membership dues already received by the corporation shall not be refundable.
9. Termination of Membership
Membership may be terminated by the majority vote of Board upon showing of reasonable and
sufficient cause. Membership dues already received by the corporation shall not be refundable.
ARTICLE –V: BOARD OF DIRECTORS
The business of this organization shall be managed by an executive committee. The Bard of Director
is also cited as the Board.
1. Composition of the Board:
The Board shall consist of total 13 members as follows:
Executive Members– 9
All Board members shall be elected by the regular members of the organization.
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2. Election of the Board
a. Board members shall be elected at the annual General meeting of the corporation. Vacancies in the
Board shall be filled by a vote of the majority of the remaining members of the Board for the balance
of the year.
b. The Board members shall not be paid any compensation for his/ her services.
c. The term of office of the Board member shall be 4 years and she is eligible for re-election provided
that no person shall serve more than two consecutive terms in the same position.
d. The election of Board shall be held every 4 years.
3. Power and Authority of the Board of Director
The activities and affairs of this corporation shall be conducted and all corporate powers shall be
exercised by or under the direction of the Board subject to the Provisions of the law and any
limitations in these Bylaws.
Duties of The Board of Directors :
1. Plan for the corporation’s future by setting strategic direction through short and long-term goals and
monitoring the progress towards those goals;
2. Provide policy governance for the Promotion of the objectives and purpose of the corporation.
3. Monitor and assess the management, development, and program activities of The Corporation;
4. Evaluate the appropriateness and effectiveness of the corporation’s mission and policies, and make
changes as necessary;
5. Formulate the Annual budget and present it for the approval by the General Meeting.
6. Enhance the corporation’s public image;
7. Actively participate in the funding of the organization through fundraising activities;
8. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws,
prescribe the duties of all officers and agents of the corporation.
9. Hold the annual General meeting of the Board as prescribed in these Bylaws.
10. Constitute the election committee and other committees as deemed necessary.
5. Operation of The Board
1. 51% of the total members of the Board shall constitute a quorum and the meetings of the Board
shall be held at least once every month.
2. The meeting of Board shall be called by the President and at least one week prior notice shall be
given to each member via email or telephone call or any other reasonable means.
3. All decisions made by the Board shall be by the majority vote of the members present at the
meeting in which a quorum is present as mentioned in Article V(5) (a) of this bylaw.
4. Each Board member shall have one vote and such voting may not be done by proxy.
6. Responsibilities of the Officeholders and Board Members
1. The President shall preside over all meetings of the corporation and of the Board, and shall lead,
direct, and supervise various affairs of the corporation. The President shall present the annual progress
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report and the budget of the corporation at the General Meeting.
2. The Vice-President in the absence of President shall assume the role of president.
3. The General Secretary shall be responsible for calling the General Meetings, and the Board
meetings of the corporation. The General Secretary shall maintain all records or minutes of all such
meetings, and make them available for examination upon request by any member of the corporation.
He/she is responsible for communicating the Board decisions and to perform various other tasks as
assigned by the Board and maintain an up-to-date roster of the membership of the corporation
4. The Treasurer shall be responsible for the financial matters of the corporation as authorized by the
Board. The Treasurer shall maintain a record of all monies received and disbursed by the corporation,
and shall prepare and present an annual financial report to the Board. The Treasurer shall prepare any
other financial report as directed by the Board. The Treasurer shall also maintain an up-to-date roster
of the membership of the corporation.
5. The Board members shall be responsible generally and individually for carrying out the
responsibilities of the Board as enumerated in Article V(3)
7. Authorities of the Officeholders and Members
1. The President shall have the authority to act on behalf of the corporation as required to promote the
aims and objectives of the corporation. The President shall have the requisite authority to carry out all
of his/her responsibilities as enumerated under Article V(6.1)
2. The Vice Presidents shall assume the power of the President in the latter’s absence. The Vice
President shall have the requisite authority to carry out all of his/her responsibilities as enumerated
under Article V(6.2).
3. The General Secretary shall have all the requisite authority to carry out all of his/her duties as
enumerated under Article V(6) (3 ).
4. The Treasurer shall have the requisite authority to carry out all of his/her responsibilities as
enumerated under Article-V 6(4)
5. The Members shall have the requisite authority to carry out all of his/her responsibilities as
enumerated under Article-V 6(5)
8. Removal/Termination of Board Members
1. If any member abstains in the 3 consecutive meetings of the Board without any information and
reasonable cause, his or her membership shall be suspended until the next General Assembly by the
decision of the Board of Director unless such member provides reasonable cause of his or her
2. If the committee is not satisfied with the justification provided by such member, his or her
membership shall be recommended for termination by the general assembly.
ARTICLE-VI. (i), ADVISORY COMMITTEE
1. Advisory Committee Members:
1. The Board shall form an Advisory Committee in order to provide necessary advice to the Board to
uphold the mission of the Corporation.
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2. The Advisory committee shall consist of the influential community leaders and advocates who can
be helpful for the progress of the corporation.
3. The number of Advisory Committee members shall be determined by the Board, provided that the
maximum number of the member shall not exceed five (5).
Duty and Responsibility of Advisory Committee Members:
The principal duty of the Advisory Committee is to provide necessary advice and guidelines to the
Board for the development and advancement of the corporation.
Any advice of the Advisory committee shall not be binding upon the decision of Board. However the
Board shall give due regard to such advice while making its policy or other decisions.
The advisory committee member is entitled to participate in the Board meeting but he or she shall not
have voting rights.
ARTICLE-VI (ii): OTHER SUB -COMMITTEES
The corporation shall form such other sub-committees as may be designated by resolution of the
Board when deemed necessary including but not limited to the followings committees:
Web Management (IT) committee
Class Operation committee,
Public Relations and Fund Raising Committee,
Legal Assistance Committee,
All Sub-committees must include at least one member of Board of such committees, and may include
any number of advisory, honorary or General Members of the corporation as determined by the
ARTICLE- VII., FISCAL YEAR
The Corporation’s fiscal year shall be from January 1 of one year to December 31 of the same year.
ARTICLE- VIII., MEETINGS
1. General Meeting
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The General Meeting of the members of the corporation shall be held annually at a location selected
by the Board. The purpose of the General Meeting shall be to elect Board members, approve the
budget, and discuss and ratify any other matters concerning the corporation as proposed by the
member(s) of the corporation. The Board shall notify all members of the General Meeting at least five
weeks prior to the meeting date. Any decision made at the General Meeting to be binding shall have
been made by a majority vote. All such decisions shall be effective immediately.
A quorum of the general membership shall be defined as majority of the total number of voting
members in good standing with the corporation.
2. Special Meetings
Special meetings of this Corporation may be called by the president when he/she deems it is for the
best interest of the organization. The notice for such meeting shall be given at least a week via email
or other reasonable means. 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. If at least 50% of the members
of the Board or 50% of the members of the corporation requests the President in writing, the president
must call a special meeting at least within 2 weeks from the date of such request.
3. Board Meeting
The Board meeting shall be called by the President and it shall meet at least once every month.
ARTICLE –IX., ELECTION OF NEW BOARD OF DIRECTORS
A. The existing Board shall hold the election of New Board prior to the end of its term.
3. The Board shall appoint a 3 to 5 members election committee at least three months prior to the date
4. The election committee shall determine the necessary guidelines of the election by itself not
inconsistent with this bylaw.
5. The chairman of the committee shall be nominated by the consensus of all the members appointed.
5. The committee shall conduct and manage to inspect the general election of the Corporation in fair
and impartial manner.
6. The committee shall call for candidacy for each position of the Board as mentioned in Article V of
this bylaw. Any regular member may file his/her candidacy paper with the election committee within
the date fixed by such committee.
7. The election committee shall establish multiple election booths in the appropriate locations if
8. The election committee shall provide all necessary election materials, counts the election ballots
and declare the election results.
9. All votes shall be cast by Secret ballot, online, mail or any other proper means as decided by the
10. Any complaint against the member of election committee or any dispute regarding the election
shall be directed to the Board for appropriate redress.
ARTICLE-X., SALE OF ASSETS, DISSOLUTION AND LIOUIDATION
1. Sale of Assets
The Board shall have the authority to sell any surplus assets of the corporation. Proceeds from such
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sales shall be deposited in the general fund of the corporation and be used solely for the functioning of
If necessary, the corporation may be dissolved with consent of at least two-third of the regular
members. If so dissolved, all such matters as arising upon the decision of dissolution shall be done in
accordance with Article X(3) below. The Board shall remain in force until all matters regarding
dissolution are resolved.
In the event of a dissolution, all of the remaining assets and property of the corporation shall, after
necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501(c)
(3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such
manner as in the judgment of a Justice of the Supreme Court of the State of California will best
accomplish the general purposes for which this corporation was formed. In the event of dissolution, no
member shall have any claim whatsoever on the corporation.
ARTICLE-XI., NON-PARTCIPATION: IN POLITICAL ACTIVITIES
No part of the activities of the corporation shall be for carrying of propaganda, or otherwise
attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section
SOI(h)), or participating in, or intervening in (including the publication or distribution of statements)
any political campaign on behalf of any candidate for public office.
1. Amendments to the Bylaws may be requested in writing by any regular member to the Board. The
Board shall discuss all such requests and table only those deemed appropriate for a vote at the general
or special meetings. Tabled amendments shall be considered adopted and incorporated into the
Bylaws with immediate effect in the executive committee for additional boards, tasks, objectives,
upon approval by the majority of the voters in the general meeting.
2. Approved amendments shall be distributed and published in the Website and Newsletter of the
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of
Incorporation of BAY AREA NEPALI WOMEN ORGANIZATION, a California nonprofit
corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by
unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws,
consisting of 21 pages, as the Bylaws of this Corporation.
Dated: February 24, 2013
Ms. ———— President
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named
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in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said
corporation on the date set forth above.
Dated: February 24, 2013
Board of Directors: