Bylaws of the 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__ 

_______________________ Dated: ____________, 20__ 

_______________________ 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.  

(--- unfinish ---)

Article IV - Officers of The Board of Executives

Article V - Committees

Article VI - Execution of Instruments, Deposits, and Funds

Article VII - Corporate Records, Reports, and Seal

Article VIII - Fiscal Year

Article IX - Amendment of Bylaws

Article X - Amendment of Articles

Article XI - Prohibition Against Sharing Corporate Profits and Assets

Article XII - Signatures




































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Quốc-Anh Vương,
May 7, 2009, 10:25 AM
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Quốc-Anh Vương,
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Quốc-Anh Vương,
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Quốc-Anh Vương,
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Quốc-Anh Vương,
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Quốc-Anh Vương,
May 7, 2009, 10:34 AM
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Quốc-Anh Vương,
May 7, 2009, 10:35 AM
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Quốc-Anh Vương,
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Quốc-Anh Vương,
May 7, 2009, 10:36 AM
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Quốc-Anh Vương,
May 7, 2009, 10:51 AM
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Quốc-Anh Vương,
May 7, 2009, 10:53 AM
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Quốc-Anh Vương,
May 7, 2009, 10:54 AM
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Quốc-Anh Vương,
May 7, 2009, 10:56 AM
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Quốc-Anh Vương,
May 7, 2009, 10:56 AM
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