Bylaws of the Institute of Vietnamese Studies

Contents

1 Bylaws of Institute of Vietnamese Studies

Bylaws of Institute of Vietnamese Studies

Article I - Offices

Section 1. Principal Office

The principal office of the corporation for the transaction of its business is located in Orange County, California.

Section 2. Change of Address

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Trustees may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

_______________________ Dated: ____________, 20__

Section 3. Other Offices

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of trustees may, from time to time, designate.

Article II - Purposes

Section 1. Objectives and Purposes

The primary objectives and purposes of this corporation shall be:

a. to provide an appropriate environment for teaching of, research on and exchanges about various aspects of Vietnamese culture and civilization (language and writing; literature -- oral and written; history; geography; education -- traditional and contemporary; arts and crafts; religious beliefs and practices; customs and mores; etc.)

Article III - Trustees

Section 1. Number

The corporation shall have nine (9) trustees and collectively they shall be known as the Board of Trustees. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

Section 2. Powers

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws, 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 of Trustees.

Section 3. Duties

It shall be the duty of the trustees to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary-General of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 4. Terms of Office

Each trustee shall hold office in two (2) years until the next bi-annual metting for election of the Board of Trustees as specified in these Bylaws, and until his or her successor is elected and qualifies.

Section 5. Compensation

Trustees shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Trustees meetings. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Trustees may not be compensated for rendering services to the corporation in any capacitiy other than trustee unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

Section 6. Restriction Regarding Interested Trustees

Not withstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a trustee as trustee; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 7. Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Trustees. In the absense of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all trustees given either before or after the meeting is filed with the Secretary-General of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all trustees participating in such meeting can hear one another.

SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Trustees shall be held on the first Saturday of January and July at 1 o'clock PM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.

At the second annual meeting of trustees held on the first Saturday of July, trustees shall be elected by the Board of Trustees in accordance with this section. Cumulative voting by trustees for the election of trustees shall not be permitted. The candidates receiving the highest number of votes up to the number of trustees to be elected shall be elected. Each trustee shall cast one vote, with voting being by ballot only.

SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Trustees may be called by the Chairperson of the board, the Director, the Deputy Director, the Secretary-General, or by any five (5) trustees, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each trustee at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent trustees if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to trustees absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

SECTION 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each trustee not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 13. QUORUM FOR MEETINGS

A quorum shall consist of five (5) Trustees.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn. However, a majority of the trustees present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The trustees present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of trustees from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.