ARTICLE I - PURPOSES AND POWERS

Section 1. The purposes for which this Corporation is formed and the powers which it may exercise are set forth in the Articles of Incorporation.

ARTICLE II – DIRECTORS AND THEIR DUTIE

Section 1. The decisions and activities of this organization shall be controlled by a Board of Directors consisting of from five (5) to nine (9) directors, the number to be set from time to time by the Board. A president and all the officers must be in good standing Member of Association of Nepalese Teraian in America in good standing, subject to the provisions of this Article III.

Section 2. Members of the Board of Directors shall be elected for the term set by the Board, but not exceeding two (2) years. Directors duly re-elected may serve 2 (two) consecutive terms. A Director’s term expires at the time of the Annual Meeting of Members in the calendar year in which his or her term is due to expire. Each Director elected by the Members shall hold office until expiration of the term for which elected and until his or her successor is elected and qualifies, or until his or her death, resignation, or removal; whichever is earliest.

Section 3. Vacancies on the Board shall exist on the death, resignation or removal of any Director; whenever the number of authorized Directors is increased; and whenever the Members fail to elect Directors. A Director not in good standing may be removed by a two third (2/3) majority of the Directors then in office. Any Director may be removed without cause by a two-thirds majority of the Directors in good standing then in office. Vacancies on the Board may be filled by majority action of the Board at a meeting duly called at which a quorum is present. A person elected by the Board to fill a vacancy shall hold office until the next Annual Meeting of Members, at which time the office will again be vacant.

Section 4. Meetings of the Board of Directors shall be called as often as necessary to handle the business of the Association, but at least annually. Meetings shall be called by the President or by any two officers of the Association, providing that at least ten (10) days’ notice, by first-class mail, telephonic or other electronic medium, has been given to all directors, stating the time, place, and primary purpose(s) of the meeting.

Section 5. A majority of the directors in office immediately before the meeting begins shall constitute a quorum at any meeting of the Board. Each director entitled to vote shall have one (1) vote for each matter brought before the Board for consideration. A majority vote shall constitute the act of the Board of Directors.

Section 6. Telephonic conference call meetings of the Board of Directors are permissible when time, weather, or extraordinary circumstances dictate the use of such telephonic communication. The quorum requirements set forth in these Bylaws shall continue to apply for all telephonic meetings. A director’s participation by telephone shall constitute attendance for quorum purposes. A reasonable effort must be made to include all Board members on any such telephonic meeting.

Section 7. The Board of Directors shall have the general supervision and control of the business and affairs of this Association and shall make all rules, regulations, policies and procedures, not inconsistent with the laws of the State of Texas or with the Articles of Incorporation or these Bylaws, for the operation of the business and the guidance of the members, officers, employees, and agents of the Association.

Section 8. The Board of Directors is authorized to appoint and organize various committees to fulfill the functions of the Association for the purposes set forth in the Articles of Incorporation or these Bylaws. Each committee shall consist of at least one (1) director. The Board of Directors is authorized to modify, amend or terminate any committee at any time. The Board of Directors may authorize the President to appoint and organize various special committees, as the President shall deem necessary to fulfill the purposes of the Association.

Section 9. The Board of Directors shall appoint an Audit Committee consisting of at least three (3) directors. Each member of the Audit Committee shall serve a term of two year. No member of the Audit Committee shall be allowed to serve two consecutive terms. Unless the Association has been audited by an independent certified public accountant, the Audit Committee shall make or cause to be made a comprehensive annual audit of the books and affairs of the Association. The Audit Committee shall submit a report of each annual audit to the Board of Directors and a summary of that report to the members at the next annual meeting of the Association.

Section 10. The Board of Directors shall have authority to employ or authorize the employment of all personnel for the Association as may be deemed necessary, and to fix the compensation for such personnel.

Section 11. The Board of Directors shall have the authority to determine the types and amounts of insurance coverage, if any, are necessary for the Association.

Section 12. The Board of Directors shall decide whether or not certificates of membership are necessary or desirable.

ARTICLE III – ELECTION AND DUTIES OF OFFICERS

Section 1. The Association shall have the following officers: (a) a President, (b) a Vice President, (c) a Spokes Person, (d) a Secretary, and (e) a Treasurer, each of whom shall hold office until their successors have been duly elected, designated or appointed and qualified, unless removed by death, resignation, or for other cause.

Section 2. No person shall be allowed to serve more than two consecutive full terms in any one office, but such person shall be eligible for election to any other office at the conclusion of his or her term.

Section 3. Any director, officer or committee President may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. Such resignation shall become effective upon delivery of notice, or at such later time identified in the notice. No Director may resign if Association of Nepalese Teraian in America would then be left without a duly elected Director; Acceptance of the resignation is required.

Section 4. At the sole discretion of the Board of Directors, the Treasurer and the President may be bonded.

Section 5. The President or (President Designee) shall preside over all meetings of the Association and the Board of Directors, call special meetings of the Board of Directors, and generally perform all acts and duties usually performed by an executive and presiding officer. The President shall sign all papers of the Association as he or she may be authorized and directed to sign on behalf of the Association. The President shall make a full report of all matters and business pertaining to the office to the members at the Annual Meeting. The President shall perform such other duties as may be prescribed by the Board of Directors.

Section 6. The Vice President shall perform all of the duties of the President whenever the President is absent or unable to perform his or her duties. The Vice President shall assist in the development of agendas and programs for membership meetings. The Vice President shall obtain and distribute pertinent literature to the membership and maintain communication with supporting agencies.

Section 7. The Spokes Person shall perform all of the duties of the President whenever the President and Vice President are absent or unable to perform their duties. The Spokes Person shall oversee all committees and report on their activities to the Board of Directors and to the members at the Annual Meeting. The Spokes Person will head the Communication Committee of the Association.

Section 8. The Secretary shall keep a complete record of all meetings of the Association and of all meetings of the Board of Directors and shall be entitled to have general charge and supervision of the book and records of the Association, other than the financial records of the Association. The Secretary shall maintain a current membership list indicating the names and addresses of all the members of the Association, and indicating those members that are entitled to vote upon any proposed action to be submitted for consideration by the members. The Secretary shall serve all notices required by law and by these Bylaws. The Secretary shall be responsible for all reports required by law and shall perform such other duties as may be required by the Association or by the Board of Directors. At the conclusion of his or her term, the Secretary shall turn over to his or her successor all books and others papers belonging to the Association that the Secretary may have in his or her possession.

Section 9. The Treasurer shall keep a record of all receipts and expenditures of the Association, and shall have general charge and supervision over all financial books and records of the Association. The Treasurer shall prepare an annual budget and give a report of the financial condition of the Association at the Annual Meeting and each meeting of the Board of Directors. The Treasurer shall be empowered to establish a corporation bank account(s), as required, and deposit and withdraw funds from such account(s) as necessary. The Treasurer shall perform such other duties as prescribed by the Board of Directors. At the conclusion of his or her term, the Treasurer shall turn over to his or her successor all financial books and records of the Association that are in his or her possession, and shall relinquish to his or her successor all rights to corporate accounts and monies.

ARTICLE IV – MEMBERSHIP

Section 1. There shall be six (6) classes of membership: (a) individual members, (b) family members, (c) Student members, (d) Life members (e) Founding members, and (f) Honorary members. Membership in the Association is non-transferable and is restricted to individuals only.

Section 2. All members shall be persons vitally concerned with or actively engaged in the Association of Nepali Teraian in America’s activities.

Section 3. The Board of Directors shall be authorized, at its sole discretion, to terminate any membership upon the affirmative vote of at least two-thirds (2/3) of the votes cast by the Board of Directors.

ARTICLE V – MEETINGS

Section 1. Annual Meetings. The Annual Meeting of the members shall be held at such time and date and at any location within the North America as determined by the Board of Directors. The election of officers shall take place at the Annual Meeting.

Each year, the Members attending the Annual Meeting of Members will, in accordance with this section, elect Directors to fill any vacancies on the Board and to replace those Directors whose terms have expired. The Board in office at the time notice is given for the Annual Meeting shall nominate a slate of candidates for the vacant and expired terms on the Board. Additional candidates may be nominated at the Annual Meeting by any Member in attendance. Each Member in good standing shall cast one vote per vacancy and allocate no more than one vote per candidate, with voting being by ballot if requested by any Member. The candidates receiving the highest number of votes shall be elected.

Section 2. Special Meetings. Special meetings of the members of this Association may be called at any time by the President of the Corporation or by the Board of Directors, and shall be called at any time upon the written request of at least ten percent (10%) of the members. Any special meeting shall state the time, place, and the purpose(s) of the meeting. No business other than that stated in the notice of the special meeting may be considered.

Section 3. Notice of Meeting. Written or printed notice of all meetings of members, whether regular or special meetings, shall be prepared and delivered, by first-class mail, or by telephonic or other electronic medium, to the last known address of each member, no less than ten (10) days, no more than sixty (60) days, prior to the date of said meeting.

Section 4. Voting. Voting by proxy shall not be permitted. Any member wishing to vote on the issues before any meeting must be present at the meeting to exercise the right to vote. Each member entitled to vote shall have one (1) vote for each matter submitted to the members at a regular or special meeting of members. A majority vote shall constitute the act of the members.

Section 5. For any membership meeting, a quorum shall consist of at least twenty percent (20%) of the members eligible to vote, as set forth in these Bylaws.

Section 6. The order of business at any annual or special meeting of the members, and insofar as applicable, any meeting of the
Board of Directors, shall be as follows:
Proof of quorum.
Proof of proper notice of meeting.
Reading and disposal of minutes of the last regular or special meeting.
Treasurer’s report.
Reports of officers and committees.
Unfinished business.
New business.
Elections, if required.
Adjournment.

Section 7. Any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the President or Secretary delivers a written ballot to every member eligible to vote on the matters to be considered. The written ballot shall (1) set forth each proposed action; (2) provide an opportunity to vote for or against each proposed action; (3) indicate the number of responses necessary to meet quorum requirements; (4) state the percentage of approvals necessary to approve each matter; and (5) specify the time by which a ballot must be received by the Association in order to be counted. In order for a vote by mail ballot to be effective, the number of votes cast must equal or exceed the quorum requirements set forth in these Bylaws. Once delivered to the Association, a written ballot may not be revoked.

ARTICLE VI – DUES

Section 1. The rates for membership dues for the Association shall be set annually by the Board of Directors. Only individual voting members, family voting members and student voting members shall be required to pay membership fees or dues. Honorary members shall not be required to pay annual dues. Honorary members may give advice and counsel, and may enter into discussions and engage in any committee activities. Honorary members shall have all rights that voting members are granted except the right to vote. Honorary members shall not be counted for purposes of determining whether a quorum is present at any meeting.

Section 2. Dues shall be paid annually and become payable at the beginning of each calendar year. Dues shall be considered in arrears if not paid by 31st December of the current year. Persons who fail to pay dues when they are considered in arrears will be removed from the membership list and his or her membership shall be automatically and immediately terminated, without further action by the Board of Directors as otherwise required under Article IV, Section 3.

ARTICLE VII – EARNINGS

Section 1. The Association is organized as a nonprofit corporation pursuant to the Texas Nonprofit Corporation Act. Any funds obtained by the Association shall be used for the educational or benevolent purposes set forth in the Articles of Incorporation or these Bylaws. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons or to the benefit of any person who has made a substantial contribution to the corporation or to any member of the family of such donor, except that the Association 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 Articles of Incorporation or these Bylaws. The Association shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income taxation under 501(c)(6) of the Internal Revenue Code and the applicable regulations as they now exist or as they may hereafter be amended.

ARTICLE VIII – RECORDS

Section 1. The records of the Association, including books and records of accounts, and minutes of proceedings of the Board of Directors, shall be maintained at such place as designated by the Board of Directors. Any member may inspect such books and records for any proper purpose at any reasonable time.

ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 1. If deemed advisable, the Board of Directors may have the Articles of Incorporation and these Bylaws reproduced in such form as they may determine desirable and cause a copy thereof to be delivered to each member of the Association.

Section 2. The fiscal year of the Association shall be the calendar year.

ARTICLE X – AMENDMENTS

Section 1. Amendments to the Articles of Incorporation and these Bylaws may be proposed by the Board of Directors or by written petition signed by at least fifteen (15) voting members or ten percent (10%) of all voting members, whichever is less.

Section 2 The Articles of Incorporation of the Association and these Bylaws may be amended at any regular or special meeting of the members upon the affirmative vote of at least two-thirds (2/3) of the votes cast by voting members.