Constitution of Nepal Seattle Society
(Amended from General Assembly August, 2015)
Article I – NAME:
The name of this organization is “Nepal Seattle Society”.
The name of this organization in the Nepali language is “Nepal Seattle Samaj”.
It shall also be known by the acronym of “NSS”.
Article II – PREAMBLE:
The mission of NSS is to unite all people of Nepali origin in the state of Washington, to preserve Nepali culture, and to foster relations with friends of Nepal.
Article III – NATURE:
The organization is a 501 (c)(3) registered non-political, non-religious, not for profit organization.
Article IV – OBJECTIVES:
This corporation is organized for the purpose: to be operated exclusively for charitable, educational and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, including, for such purposes:
·To promote and preserve Nepali culture and traditions.
·To develop mutual co-operation among Nepali people and with friends of Nepal.
·To disseminate information regarding Nepal and her culture and traditions.
·To promote educational and social activities to benefit the Nepali community
·To establish a network among Nepali organizations in different states.
·To help people in Nepal during natural calamities.
This corporation shall have the power and authority to do all lawful acts and things necessary, appropriate or desirable to carry out and in furtherance of its purposes described herein which are consistent with the Washington Nonprofit Corporation Act and Section 501©(3) of the Code.
No part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including publication or distribution of statements with respect to) any political campaign on behalf of, or in opposition to, any candidate for public office.
Article V – PROGRAMS & ACTIVITIES:
The following programs and activities will be implemented with the active participation of all members:
- Nepali New Year (Bikram Sambhat) celebration in April.
- Any festival decided by NSS executive committee
- Publication of annual bulletin
- Foster cordial relations with other Nepali associations in different states to exchange ideas on the issues of common interest to Nepali living in the U.S.
- Establish a physical infrastructure for running the activities of this corporation
Article VI – GENERAL ASSEMBLY:
Section 1. General Assembly:
The General assembly shall consist of all the members of the Society aged 18 or above. Any individual, a current resident of the State of Washington (WA) with no criminal conviction(s), shall be eligible for general membership. The absolute authority for decisions on all matters concerning NSS shall ultimately rest with a two-thirds majority vote of members present at the General Assembly, unless otherwise mentioned in the constitution.
Section 2. General Assembly Meeting:
The General Secretary shall convene the General Assembly, in consultation with the President and Vice President of the organization. The Assembly shall meet during the third calendar quarter of every year, or shall be held within the 365 days from the date of the last assembly. The Executive Committee shall inform all the members of NSS at least 30 days prior to the date of the General Assembly meeting.
Section 2 (a) NOTICE: Notice of all special meetings and of all annual meetings shall be given to all general members of NSS by three (3) days prior service of the same by letter (including e-mail and newsletters) or personally. Such notice must specify the business to be transacted at, or the purpose of, the meeting.
Section 3. Functions of General Assembly:
Eligible voting members of the General assembly shall elect members of the Executive Committee during the General Elections, which will be held every 2 years.
The assembly shall approve new policies and programs, which fall within the objectives as outlined in the constitution.
The assembly shall hear and review reports from the appropriate officers and make necessary recommendations. At each annual assembly, the General Secretary shall present the annual report and treasurer shall present annual financial report.
The General Assembly, by a two-thirds majority vote of attending, has the ultimate right to evict or deny the membership of any individual seeking membership as a general member of NSS, or evict the members of the Executive Committee or the Board Directors which fall within the objectives as outlined in the constitution.
One-fourth (1/4th) percentage of the general members can request a special meeting of the General assembly, through a written and signed request submitted to the Secretary of NSS, who shall comply with this request within two months of the receipt of the request.
The Executive Committee can also request a special meeting of the General Assembly.
ARTICLE VII – BOARD OF DIRECTORS:
Section 1. Number and Term:
The number of Directors may be adjusted in accordance with the objective and goals of NSS. However, the Board of Directors must consist of at least five members. The term of the Board of Directors shall be for 2 years. Executive Committee may, by its two-thirds majority vote, add more members to the Board of Directors, if needed. The Committee must file the names of the new Directors with the office of the Secretary of State of Washington.
Section 2. Role of Board Directors:
The Executive Committee has ultimate responsibility for proposing policies and programs for the organization; all such policies and programs must fall within the objectives as outlined in the constitution. The Board of Directors, via simple majority, will approve such policies and programs. In case, the Board of Directors rejects such policies and programs, it must do so with two-third (2/3rd) majority and return it to the Executive Committee for further changes. The Committee can again propose these policies and programs with recommended changes incorporated to the Board of Directors for its approval.
Board of Directors can also propose policies and programs to the Executive Committee.
The Board of Directors, with its simple majority, can veto the decisions of the Executive Committee if those decisions may cause any harms, directly or indirectly to NSS or its members.
Section 3. Qualifications for the Board of Directors
A candidate for the Board of Director must be interested in promoting the interest of NSS by maintaining and furthering its social, cultural, educational and charitable activities. She/he must be 21 or above. The majority of the Board of Directors must be elected/nominated among NSS’s Nepali members. The rest of the Board Directors can be nominated, by the Executive Committee among Nepali or non-Nepali members. A person cannot hold position of a Director and Executive committee at the same time.
Section 4. Vacancies
All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, shall be filled by the Executive Committee. A Director nominated to fill any vacancy shall hold office for the unexpired term of his/her predecessor.
Section 5. Removal of the Board of Directors
The Executive Committee, by its two-thirds majority, can remove any member of the Board of Directors if it is found that she/he acted against the interest of NSS or was involved in illegal activities.
The Executive Committee can also propose, to the Board of Directors, the removal of any member of the Board of Directors, if it found that she/he acted against the interest of NSS or was involved in illegal activities. The Board of Directors shall decide the case at hand, and by its two-thirds majority, can remove the alleged Director. The Board of Directors shall inform the Executive Committee about the removal of the alleged Director.
Constitution of Nepal Seattle Society (NSS)
The Executive Committee shall be responsible for informing the general assembly of such action within fifteen (15) days of final decision. General Secretary of NSS shall be responsible for filing the names of the ousted Directors (and add the names of any new Directors) with the
Office of the Secretary of State of Washington.
Article VIII – EXECUTIVE COMMITTEE:
Section 1. Number and Powers:
Every candidate for membership for Executive Committee must have legal permission to be present in the U.S.
The business and affairs of the corporation shall be managed under the direction of the Executive Committee. The Executive Committee shall do and perform every act and thing necessary, expedient or advisable to carry out the purpose of the corporation. The Executive Committee shall consist of 7 to 11 people. Except as otherwise provided in sections 4 and 5 of this Article, each member shall serve on the Executive Committee for a period of 2 years and is eligible to be re-elected for no more than two (2) terms for the same position.
Section 2. Positions:
President- 1 Person
Vice President- 1 Person
General Secretary- 1 Person
Treasurer- 1 Person
Executive members- 4 – 7 Persons
Executive Committee may also nominate a Joint-Secretary and Joint-Treasurer from within those 7 executive members, if it chooses to do so.
Section 3. Duties and powers:
The President shall preside over the General Assembly and meetings of the Executive Committee; and shall be responsible for NSS’s policies and programs. She/He shall be principal spokesperson for NSS and shall exercise general supervision over the activities of the Society. The President may cast her/his vote only in case of a tie vote in meetings.
In the absence or incapacity of the President, the Vice President shall assume the responsibilities of the President in presiding over the meetings of the General Assembly and the Executive committee.
The General Secretary shall be responsible to convene all the meetings of the General Assembly and the Executive Committee in consultation with the President. She/He shall record and keep the minutes of the General Assembly, Executive Committee meetings and a register of the members and friends of the Organization. The General Secretary shall perform other duties as the Executive Committee may assign him/her from time to time. She/He shall be responsible for presentation of the annual report.
The Treasurer shall be responsible for all monetary concerns of the organization and shall keep a fair and accurate account of the income and expenditures. The Treasurer shall deposit in the bank, in the name of the Society, any and all amounts. He/She shall prepare a budget and present it to the Executive Committee. With the approval of the Executive Committee, the Treasurer shall present the budget to the General Assembly for its approval and/or recommendations.
The executive members shall have power to exercise the general affairs of the Society, to vote on policies and changes therein; to specify and conduct the work of the committee for the furtherance of its policies and objectives. She/He shall carry out any responsibilities given by the decision of the Executive Committee.
Section 4: Qualification of the Candidates
Any individual, who is a current resident of the State of Washington, and who is a general member prior to candidacy, with no criminal conviction(s), shall be eligible as candidate of any executive positions. The eligible age for the executive positions is 21 or above and the voting age is 18 or above.
In the event that no candidate(s) fulfill the above requirements, the current Executive Committee will continue to serve until the next election and shall call a Special Assembly.
Section 5. Removal of Member of the Executive Committee:
The Board of Directors, by its two-thirds majority, can remove any member of the Executive Committee if it found that she/he acted against the interest of NSS or was involved in illegal activities. The Board of Directors shall seek the approval in the next General Assembly meeting after the removal of any member from the Executive Committee.
Constitution of Nepal Seattle Society (NSS)
ARTICLE IX – RESIGNATION, DISPLINARY ACTION, VACANCIES, AND COMPENSATION:
Section 1. Resignations:
Any general member or member of the Executive Committee may resign with 1-month advance notice to the Executive Committee. The President and General Secretary, on behalf of the Executive Committee, may request the member to withdraw her/his resignation. Any Board Director may resign with 1-month advance notice to the Board of Directors. The Board of Directors may request the Director to withdraw her/his resignation. Such resignation shall be made in writing, and shall take effect at the time specified at the time of its receipt.
Section 2. Disciplinary Action:
If any general member, Executive Member or Board of Director takes any action which is deemed to be against the interest of NSS, or the authorized members/Directors misuse the funds, she/he will be subject to legal and disciplinary action.
In case, the Executive Committee finds any member acting against the interest of NSS, it will send her/him a letter of warning. Even after receiving a warning letter, if the alleged member does not stop her/his actions against NSS, the Executive Committee will dismiss the member with immediate effect and her/his membership cannot be reinstated.
An individual whose membership has been previously revoked may be eligible for reinstatement only upon the two-third (2/3rd) majority vote of the members of the General Assembly.
If any Board of Director or Executive Committee member is found guilty of acting against the interest of NSS or misusing the NSS’ funds, the Board of Directors, by its two-thirds majority vote, will evict the alleged Director or Executive Committee member.
The alleged person will be required to pay back NSS’s misused funds in addition to complying with any other terms and conditions as may be imposed by a Court of Law.
Section 3. Vacancies:
If a vacancy occurs in the Executive Committee besides the post of President, the Executive Committee shall fill the vacancy from General Members for the remaining period. In the case of a vacancy for the post of President, the Vice President will step in for the unexpired term of his or her predecessor.
Leave of Absence:
The maximum Leave of Absence allowed for any Executive Positions will be three (3) months in one term unless otherwise approved by General Assembly. However, this rule does not apply to any member of the Executive Committee who may be an active duty member of the U.S Armed forces or Federal Unit under orders of deployment or official duties.
Section 4. Compensation:
Neither General Members, Executive Committee members, nor members of the Board of Directors shall receive any salary or compensation for their services.
Section 5. LOANS:
No loans shall be made by the Corporation to any Director or member of the Executive Committee or members of the Board of Directors nor may any such member secure a loan under the name of the Corporation without the prior approval of 2/3 majority vote of Executive Committee and Board of Directors and a 2/3 majority vote of the members of the General Assembly.
ARTICLE X – MEETING, PLACE AND ACCESS TO MEETING, QUORUM, AND VOTING:
Section 1. Meeting of the Executive Committee and Board of Directors:
The Committee Members may hold meeting of the Executive committee at any time upon call. The Board Directors may hold meeting of the Board of Directors at any time upon call. General-secretary shall inform all the executive members of the meeting at least 7 days prior. Attendance by the members in each Executive Committee meeting and attendance by the Directors in each Board meeting is mandatory unless prior consented by the respective committee or the Board.
If the section 3 of this Article X applies, the members in each Executive Committee meeting and the Directors in each Board meeting shall reach the decision on issues for which the meeting was called upon.
Section 2. Place of Meetings:
General Assembly and meetings of the Board of Directors and Executive Committee shall be held at the place specified in the notice of the meetings.
Section 3. Quorum:
The presence in person of two thirds of the number of general members or Executive members or Board Directors shall constitute of a quorum of the transaction of business at any meeting.
Section 4. Voting:
Each individual member shall have one vote. Family member is eligible to cast two votes, one for each spouse, provided both spouses are present at the General Assembly. A two-thirds majority vote of the present shall be necessary for exercising the powers of the General Assembly or Board of Executives.
Section 5. Access to Meetings:
All interested members will have access to the Executive Committee meeting or the Board meeting. However such members shall be quite listeners and shall not be allowed to vote or influence the decisions of the Committee or the Board.
Article XI – GENERAL ELECTION:
General Election will be held once in 2 years. Any officer or executive members may be re-elected for the same position for maximum of 2 terms.
Constitution of Nepal Seattle Society (NSS)
In case General Election is not held within 2 years, a special General Assembly will be called within 30 days to resolve any issue(s) blocking the General Election. The special General Assembly will also decide whether to extend the term of the current Executive Committee and Board of Directors term until the next Executive Committee is in place or until the creation and handover to an ad-hoc committee has been completed.
Section 1: Date and Place
One month prior notice shall be provided to all general members with available contact information living in the state of Washington informing date and place of the general election.
Section 2: Election Committee
Executive Committee shall make an Election subcommittee of 3 persons among the general members to hold the election according to the constitution. Election subcommittee shall be dismissed after the new Executive Committee is formed.
Section 3: Nomination
Election subcommittee shall seek nomination for the election from general members for all positions one month earlier.
Section 4: Election procedure
President, Vice President, General Secretary, Treasurer and three Executive Members shall be elected by the general members either at the general assembly or as per the process put forth by the election committee. Once elected, the President will nominate the remaining members from among the eligible general members. The nominations must be approved by the Executive Committee. If not approved, the President can get them approved by the General Assembly.
If there is only one candidate for a position, that candidate will be automatically elected, if not, election will be held to decide. Each member shall count for one vote and ballot will be used for election. A candidate will be declared elected if she/he secures at least one vote more than the nearest rival candidate. In case of two candidates, who secure most votes but equal number of votes, a second round of voting will be held between the two top candidates. If the tie still remains between these candidates, a drawing will be made to elect the candidate.
Article XII – GENERAL MEMBERSHIP:
Section 1: Membership
General Membership is for anyone who is interested in fulfilling the NSS’ objectives and wants to attend Nepali social, cultural and educational activities hosted by NSS or learn more about the other important Nepali events and language. The Nepal Seattle Society welcomes members from all different nationalities.
Section 2: Membership Category
The membership category shall be as follows.
Student (full time only), Individual, Immediate Family (includes spouse and children under 18 years of age), Life Long Membership (one time fee, applicable per person).
Out of State Members: Do not have the right to vote.
The Executive Committee of NSS shall have the ultimate authority to determine the fees due for each of the above membership categories. Fees dues must be published to members of the General Assembly prior to acceptance of their application for membership. The Executive Committee reserves the right to make changes to the fees as needed. Fee changes can be instituted only if passed by two-third (2/3rd) majority vote of Executive Committee.
The General Secretary of NSS must provide written notice to the General Membership for any changes to the types of membership and fee structure within 30 days of final decision(s) in this regard.
In addition to the membership fees, NSS appreciates the donations or other contributions from members that will enable NSS to run various activities and events.
Section 3: Benefits of General Membership
General members will:
-Have right to vote and run for election of Executive committee except out of state members.
-Reduced/discounted fees for NSS’s various activities
-Opportunities to network with other members.
-Receive advance notice of all the cultural events and NSS activities
-Receive On Line pertinent information
Section 4: Enrolment period
General Membership, other than Lifelong membership, is bi-annual.
New bi-annual membership can be subscribed with signing of membership form and submission of appropriate fee to NSS at any time of the year; however, the bi-annual membership will automatically expire if not renewed between January and April 30th, after 2 years.
Current bi-annual members will have to renew their bi-annual membership between January and April 30th, every 2 years in order to continue general membership.
Failure to renew membership on time requires subscription of new membership.
Section 5: Voting Eligibility
To be eligible to vote, must be a current resident of State of Washington, have a valid membership or renewed membership between January and April 30th, during the election year. If the membership is not renewed or subscribed by this day during the election year, the member will not be eligible to vote in the general election.
Article XIII – ADVISORY Committee:
The President, if she or he desires, may, in consultation with Executive Committee appoint at least 3 persons to act as advisors to the Executive Committee. The members of the Advisory Committee shall consist of nationally and internationally distinguished individuals and those individuals who have demonstrated, by the active interest or participation in the Society‘s program, that they would make a valuable contribution to NSS. The Executive Committee in consultation with the President shall decide the functions and responsibilities of the Advisory Committee; however, the advisory committee shall not be given authority to take any steps or make any decisions which run counter to the interests of the society and which are not supported by a majority vote of the General Assembly.
Article XIV – FISCAL YEAR:
Fiscal year of the organization shall be from April 5 to April 4 of the following year.
Article XV – PUBLICATION:
Organization shall have a Publication Department. Executive Committee will select an editorial board every 2 years and they will run the publication.
Article XVI – SOURCE OF FINANCIAL SUPPORT:
Source of financial support of the Society shall be membership fees, donations, fund raising parties and other activities. The Executive Committee shall determine all the fees for different activities. All the proceeds from different sources must be deposited into NSS’s bank account by the next official day. NSS receipts will be provided for any kind of financial contribution to NSS.
Article XVII – EXPENSES, AUDITING AND ACCESS TO ACCOUNTS:
Section 1: Expenses
No expenses can be made without the prior approval of the Executive Committee. In case of urgency or emergency, Section 2 of this Article applies for the purpose of withdrawing money from the bank’s NSS account for these types of expenses. However, these expenses must be approved in the Executive Committee meeting after the expenses occur.
Section 2: Authorized Signatures
No checks can be written or money withdrawn from the bank without the authorized signatures of at least two members among four NSS’s Executive members registered with the bank for the purpose of withdrawing money from NSS account. The four authorized executive members shall be the President, Vice President, Secretary and Treasurer.
The priority order of the two authorized signatures will be as follows:
President and Treasurer
President and Secretary
President and Vice-president
Vice President and treasurer
Vice President and Secretary
Secretary and treasurer
The above priority order must be followed and must not be skipped unless approval of proceeding orders.
Section 3: Auditing
The book of financial accounts of NSS shall be reviewed on regular basis and audited annually by a 3 members subcommittee established by the Executive Committee. The subcommittee will submit its report to the Executive Committee.
Section 4: Access to Accounts
Any member can request with the Executive Committee in writing and have an access to the society’s financial accounts to review during official hours. However, she/he cannot have authority to make any changes. She/He may bring any issues to the attention of Executive Committee in writing if she/he finds any discrepancies in accounting.
Article XVIII – AMENDMENT OF CONSTITUTION:
Any or all of these constitution may be altered, amended or replaced only by a two-thirds vote of the General Assembly at any regular or special General Assembly called for that purpose.