|
INDEX
(Quick access menu)
Name, Purpose, Location, Corporate Seal and Fiscal Year
Membership
Board of Directors
Officers
Miscellaneous and Appendix
_______________________________________________________
RESTATED BY-LAWS OF
CHINESE CONSOLIDATED BENEVOLENT ASSOCIATION
OF NEW ENGLAND, INC.
Effective December 18, 2005
Article 7 (Membership) revision was approved by the Board of
Directors on May 26, 2009.
NAME, PURPOSE, LOCATION, CORPORATE SEAL AND FISCAL YEAR
Article 1 Name
The name of the corporation shall be the Chinese
Consolidated Benevolent Association of New England, Inc.
(the “Association”).
Article 2 Location
The principal office of the Association in the Commonwealth
of Massachusetts shall be located at 90 Tyler Street,
Boston, Massachusetts 02111. By a majority vote of the total
number of Directors, whether seated or not, the Board of
Directors may change the location of the principal office of
the Association in the Commonwealth as appropriate,
effective upon the filing of a certificate of such change
with the Secretary of the Commonwealth of Massachusetts.
Article 3 Purpose
The Association is an umbrella organization of the entire
Chinese community in New England. Its purpose shall be:
To unite all members of the Chinese community;
To promote and preserve Chinese culture and
tradition;
To further the cause of freedom and democracy;
To safeguard the rights and ensure equality of members of
the Chinese community;
To provide affordable and other housing to the Chinese
community; and
To enhance the general welfare of the Chinese community.
Article 4 Incorporation
The Association is organized under Chapter 180 of the
General Laws of the Commonwealth of Massachusetts and shall
be entitled to all the rights, duties, powers and privileges
of a corporation organized under that law provided such are
not inconsistent with the Association’s qualification as a
tax-exempt organization under Section 501 (c)(3) of the
Internal Revenue Code.
Article 5 Corporate Seal
The Board of Directors may adopt and alter
the seal of the Association.
Article 6 Fiscal Year
The fiscal year of the Association shall,
unless otherwise decided by the Board of Directors, begin on
October 1 and end on September 30 the following year.
MEMBERSHIP
Article 7 Membership
The Association shall have two categories of
members: Family Association Members and Community
Organization Members. The list of current Members and their
respective number of Delegate Directors is appended to these
By-Laws (Appendix A). Any change or amendment to the list
shall be approved by the Board of Directors by a vote of
two-thirds of the Directors then in office.
Family Association Members
Any law abiding Family Association in the
New England area with a membership of not less than fifty
(50) people, each director may only represent one
organization, willing to provide 50 members’ contact
information for verification purpose. Their objectives and
purposes are compatible with those of the Association,
willing to subscribe to the By-Laws of the Association,
incorporation by properly filing in the Office of the
Secretary of State in the state where it is located, may
apply to the Association to become a Family Association
Member. The application must be in writing, fully describe
its accomplishments that have benefited the community. The
approval by the Board of Directors shall be by a vote of
two-thirds of the Board of Directors then in office. A new
Member shall not have the right to vote until after it has
been a Member in good standing for two years.
Community Organization Members
Any law abiding community organization in
the New England area with a membership of not less than
fifty (50) people, each director may only represent one
organization, willing to provide 50 members’ contact
information for verification purpose, having objectives and
purposes compatible with those of the Association, willing
to subscribe to the By-Laws of the Association, may apply to
the Association to become a Community Organization Member at
least three years after its incorporation by properly filing
in the Office of the Secretary of State in the state where
it is located. The application must be in writing, fully
describe its accomplishments that have benefited the
community. The approval by the Board of Directors shall be
by a vote of two-thirds of the Directors then in office. A
new Member shall not have the right to vote until after it
has been a Member in good standing for two years.
Membership Reinstatement Rule
Former CCBA Family Association may petition
for reinstatement of membership. If its Chinese and English
name has not been changed, its incorporation status with
domicile Secretary of State Office remains the same (not
newly incorporated), after review and approval by a vote of
two-thirds of the board of Directors then in office, it will
be reinstated as a member and enjoying full privileges of
membership including voting and election rights.
Article 8 Powers and Rights
In addition to the right of Community
Organization Members and Family Association Members to
designate or elect directors as provided in Article 12 and
such other powers and rights as are expressly vested in them
by law, the articles of organization or these By-laws, the
Members shall have such other powers and rights as the Board
of Directors may designate.
Article
9 Suspension or Removal
After being found to have materially
violated the Articles of Organization, the By-Laws and/or
written rules and regulations of the Association, a Member
may be suspended or removed from office for cause by a vote
of two-thirds of the Directors then in office.
Article
10 Responsibilities of Members
All Members shall abide by the By-Laws and
resolutions, and shall pay dues or other assessments on a
timely basis.
Article
11 Membership Dues
All Members shall pay membership dues in
such amount as the Board of Directors may determine from
time to time. Any Members having accrued unpaid dues and/or
assessments for three years shall be deemed having
voluntarily resigned from membership.
BOARD OF DIRECTORS
Article
12 Powers, Number and Election
The affairs of the Association shall be
governed by the Board of Directors. The Board of Directors
consists of Managing Directors and Delegate Directors. Both
the Managing Directors and the Delegate Directors may be
referred to as Directors.
Managing Directors:
The five (5) officers of the Association:
the President, the Chinese Secretary, the English Secretary,
the Treasurer and the Auditor (the “Officers”), are the
Managing Directors.
Delegate Directors:
Each Community Organization Member and each Family
Association Member shall designate one (1) director with the
following exceptions: (i) the On Leong Chinese Merchant
Association shall delegate two directors, (ii) the Gee How
Oak Tin Association shall delegate four directors, (iii) the
Wong Family Association shall delegate three directors, (iv)
the Yee Fung Toy Association of New England shall delegate
two directors, and (v) the Lee Family Association shall
delegate two directors. The directors designated by the
Community Organization Members and Family Association
Members are the Delegate Directors. A Member may in writing
request the Board of Directors to increase or decrease the
number of Delegate Directors it may designate as Delegate
Directors. The approval of such request shall be by a
two-thirds vote of the directors then in office. Such
approval shall not become effective until the beginning of
the next calendar year.
Ex Officio Advisors:
Past presidents of the Association are ex officio Advisors
of the Association. Ex officio Advisors may attend meetings
of the Board of Directors but have no right to vote.
Honorary Advisors:
The President of the Association, upon approval by the Board
of Directors, may appoint person(s) who are dedicated to
affairs of the community and have made notable achievements
that benefit the community to become Honorary Advisors of
the Association. The term of Honorary Advisors shall be
co-terminus with the appointing president. Honorary
Advisors may attend meetings of the Board of Directors but
have no right to vote.
Article 13 Term
The term of the Officers is two years. The
Officers of the Association shall be Managing Directors only
when they are in office.
The term of the Delegate Director shall be
specified in writing by the designating Community
Organization Member or Family Association Member. Prior to
the first meeting of the Board of Directors each year,
Members shall in writing register their designation of
Delegate Directors. Members shall not replace their
Delegate Directors more than twice in a calendar year. In
the year of the election of Officers, no Member shall have
the right to replace its Delegate Director(s) after June 30
of the year.
Article 14 Committees
The Board of Directors may elect or appoint
one or more committees and may delegate the duties and
powers of any such committee or committees. Any committee
shall consist solely of Directors. Unless the Board of
Directors otherwise designates, committees shall conduct
their affairs in the same manner as is provided in the
By-Laws for the Board of Directors. The members of any
committee shall remain in office at the pleasure of the
Board of Directors.
The Board of Directors shall establish the
following standing committees: Asset Management Committee,
Finance Committee, Election Committee and Audit Committee.
The Asset Management Committee shall have seven (7) to nine
(9) members. Meetings of the Asset Management Committee
shall be called by the English Secretary of the
Association. The Finance Committee shall have five (5) to
seven (7) members. Meetings of the Finance Committee shall
be called by the Treasurer of the Association. The Election
Committee shall have seven (7) to nine (9) members.
Meetings of the Election Committee shall be called by the
Chinese Secretary of the Association. The Audit Committee
shall have three (3) to five (5) members. Meetings of the
Audit Committee shall be called by the Auditor of the
Association.
Article 15 Removal
After being found to be in material violation of the
Articles of Organization, By-Laws and/or written rules and
regulations of the Association, a Delegate Director may be
removed from office for cause by the vote of two-thirds of
the Directors then in office. The vacancy created by such
removal shall not be filled within twelve (12) months of
such removal.
A Member must replace its Delegate Director after the
Director has failed to attend three consecutive regular
meetings of the Board of Directors. However, such
replacement shall not occur more than twice in any calendar
year. Consequently, the office shall be left vacant until
the next calendar year.
Article 16 Meetings
Meetings of the Board of Directors shall be
called by the President of the Association. Regular meetings
of the Board of Directors shall be held no less than every
other month. In the event that the President fails to call
meetings as above, a Special Meeting may be called in
writing by the majority of the Directors then in office.
The President shall chair the meetings of the Board of
Directors. In the absence of the President, the Chinese
Secretary shall chair the meetings. In the absence of both
at the meeting, the Directors may elect the chair among
themselves for that particular meeting.
Article 17 Notice
Notice of a regular meeting of the Board of
Directors shall specify an agenda and shall be sent to each
Director by mail at least seven (7) days before the meeting
addressed to the Director at his/her registered address on
record with the Association. In case of an emergency
meeting, Notice shall be sent by the fastest available
medium, including telephone, facsimile or e-mail at least
twenty-four (24) hours before the meeting.
Article 18 Quorum and Voting
At any meeting of the Board of Directors,
the attendance by the majority of Directors then in office
shall constitute a quorum. At any time during the meeting,
any Director may present the quorum question. The meeting
shall immediately be adjourned if a quorum is not present.
When a quorum is present, a majority of the
Directors present and voting may decide any question
disclosed in the agenda, unless otherwise expressly provided
by law, the Articles of Organization or these By-Laws.
New business not on the agenda may not be
decided upon until the next meeting after proper Notice.
Article 19 Compensation
Each Delegate Director shall serve without
compensation. However, the Association may reimburse any
Director for legitimate, authorized expenses incurred in the
performance of his/her official duties including travel and
accommodation expenses upon presentation of authentic
receipts therefore.
OFFICERS
Article 20 Office, Term and Election
The Officers of the Association shall be a
President (also referred to as the Chairman), a Treasurer,
an English Secretary, a Chinese Secretary, and an Auditor.
The Officers shall hold office for a term of two (2) years
and until their successors are chosen and qualified.
Candidates shall be nominated either by a Community
Organization Member or a Family Association Member. Only
Community Organization Members and Family Association
Members who have paid all dues and have not violated these
By-Laws may nominate candidates for the elective offices.
Only individuals who have not violated these By-Laws may be
nominated. The Board of Directors shall then elect Officers
from these candidates, provided that no more than two (2)
Officers serving the same term may be members of the same
Family Association Member. For the purpose of the foregoing
sentence, a married woman will be deemed a member of the
Family Association Member to which her husband belongs. If
by the time of election the Community Organization Members
and the Family Association Members have not nominated
sufficient candidates to enable the Board of Directors to
satisfy the foregoing provision, then the Board of Directors
by a majority vote may waive the provision. The English and
Chinese Secretaries shall be residents of the Commonwealth
of Massachusetts.
Article 21 President of the Association
The President shall be the Chairman of the
Board of Directors and shall be the chief executive officer
of the Association, except as the Board of Directors may
otherwise provide, and, subject to the control of the Board
of Directors, shall have the general charge and supervision
of the affairs of the Association. The President shall
chair meetings of the Board of Directors and other meetings
of the Association. He/she shall carry out all resolutions
passed by the Board of Directors and shall handle all
internal and external matters of the Association.
Article 22 Treasurer
The Treasurer shall be in charge of the
financial affairs of the Association including the
collection of membership dues and special assessments,
rental and other income and expenses, keeping full and
accurate records of all receipts and disbursements, and the
preparation of the annual budget and the monthly and annual
financial reports. Monthly reports must be submitted to the
Board of Directors timely. All funds of the Association
shall be deposited in banks that are F.D.I.C. insured.
Article 23 Chinese Secretary
The Chinese Secretary shall record and
maintain records of all proceedings of the Members and
Directors; handle all Chinese correspondence and documents;
keep a current list of Members and their addresses; prepare
meeting agenda; send meeting notices; prepare minutes of
meetings in Chinese and submit the same to the Board of
Directors; and assist the President with every day office
details.
Article 24 English Secretary
The English Secretary shall have the sole
power to certify votes of the Association. The English
Secretary shall handle all English correspondence and
documents; act as an interpreter and translator for the
Association; prepare minutes of meetings in English and
submit the same to the Board of Directors; coordinate its
public relations activities; and assist the President with
everyday office details. In the event that the Chinese
minutes and the English minutes are inconsistent, the
English minutes shall control.
Article 25 Auditor
The Auditor shall audit all the financial
affairs of the Association. All financial reports of the
Association shall be co-signed by the auditor before
official release.
Article 26 Removal
After being found to be in material violation of the
Articles of Organization, By-Laws and/or written rules and
regulations of the Association, an Officer may be removed
from his/her office for cause by the vote of two-thirds of
the Directors then in office. The vacancy created by removal
of an Officer shall be filled by a special election in
accordance with the procedure established in Article 20.
Article 27 Resignation
Any Officer may resign by delivering his/her written
resignation to the President or to a meeting of the Board of
Directors. Such resignation shall be effective upon receipt
of such notice, unless specified to be effective at some
other time. The vacancy created by removal of an Officer
shall be filled by a special election in accordance with the
procedure established in Article 20.
Article 28 Documents and Records of the
Association
Documents and records of the Association are
property of the Association and shall not be removed from
the premises. These documents and records shall not be
deemed by any Officer, Director or staff as personal papers
and treated as such.
MISCELLANEOUS
Article 29 Execution of Papers
The President shall execute documents on
behalf of the Association. However, all deeds, leases,
contracts, bonds, notes and other obligations made, accepted
or endorsed by the Association shall be signed by the
President only when specifically authorized by the Board of
Directors. With the exception of checks in amounts less
than $500, which shall be signed solely by the Treasurer,
all checks and bank drafts shall be signed by the Treasurer
and by the President, or the Chinese Secretary, or the
English Secretary.
Article 30 Personal Liability
The Members, Directors and Officers of the
Association shall not be personally liable for any debt,
liability or obligation of the Association. All persons,
corporations or other entities extending credit to,
contracting with, or having any claim against the
Association may look only to the funds and property of the
Association for the payment of any such contract or claim,
or for the payment of any debt, damages, judgment or decree,
or of any money that may otherwise become due or payable to
them from the Association.
Article 31 Conflict of Interest
It shall not be a conflict of interest for
the Association to utilize the services of any business,
restaurant, or professional entity owned or operated by a
Member, an Officer or a Director of the Association,
provided that, any such dealing, or transaction shall be
conducted in public. All of the terms, including the cost
involved and other details shall be made available to any
member seeking disclosure thereof. The Association shall in
any event comply with the Conflict of Interest disclosure
and procedures as required by the Office of the Attorney
General (Appendix B).
Article 32 Translation of the By-Laws
In the event that the Chinese version of
these By-Laws is inconsistent with the English version, the
English version shall control.
Article 33 Amendments
These By-Laws incorporate the amendments
effected in years 1923, 1965, 1986 and 2005.
These By-Laws may be amended at any time by
the Board of Directors by a vote of two-thirds of all
Directors then in office.
Appendix A
Current members of the Chinese Consolidated Benevolent
Association of New England (Unless otherwise specified, all
Members have one Delegate Director on the Board of Directors
of the Association)
Community Organization Members
American Legion Chinatown Post 328
Chee Kong Tong, Inc.
Chinese Business Association of New England
Chinese Economic Development Council, Inc.
Chinese Merchants Association of New England (2 Delegate
Directors)
Chinese Women’s Association of New England
Eastern U.S. Kung Fu Association
Friends of Hong Kong and Macau
Hip Sing Association of Boston, Inc.
Hoy Kew Association
Kuo Ming Tang of Boston
Kwong Tung Association of New England
Ni Lun Welfare Association
Que Shing Chinese Music & Opera Group
ROC Veterans Association in Boston
Tai Shan Community Association
Tai Tung Village Tenants Association
Wang YMCA of Chinatown
World Kwong Tung Community Association of New England
Family Association Members
Chew Lun Association of New England
Fung Luen Association of New England
Gee How Oak Tin Association of New England (4 Delegate
Directors)
Gee Poy Kuo Association
Gee Tuck Sam Tuck Association
Gin’s Family Association of Boston
Goon Family Association
Lee’s Family Association of New England (2 Delegate
Directors)
Leung Family Association
Loon Kong Tin Yee Association of New England
Moy Shee Family Association of New England
Ng Family Association
Sam Yick Association of New England
Soo Yuen Benevolent Association
Wong Family Benevolent Association (3 Delegate Directors)
Yee Fung Toy Association of New England (2 Delegate
Directors)
Appendix B
CCBA Conflict
of interest policy and procedures
Definitions:
If you are an elected officer,
a member of the Board of Directors, an ex-officio advisor,
or an executive level staff person of CCBA (regardless of
compensation), you must properly fill out and sign this form
before attending the first CCBA Board of Directors meeting
each year.
A person or an entity related
to you includes any member of your immediate family (spouse,
children, and parents; brothers and sisters of yours or your
spouse), any entity (proprietorship, partnership,
corporation, limited liability company etc.) in which you or
a member of your immediate family together hold an interest
of 10% or more, or any entity that you and/or a member of
your immediate family have control. If a person is a
managing director or an officer of an entity, the person is
said to have control of the entity regardless of ownership
interest.
Policy:
It shall not be a conflict of
interest for the Association to utilize the services of any
business, restaurant, or professional entity owned or
operated by an officer, a director, or a member of the
Association, provided that, any such dealing or transaction
shall be conducted in public and in accordance with the
following procedures.
Procedures:
-
An elected officer, a
member of the Board of Directors, an ex-officio advisor,
or an executive level staff person of CCBA (regardless
of compensation), must make annual disclosure of any
financial interest he or she or any related person or
entity may have in any real estate owned or controlled
by CCBA. Financial interest in real estate owned or
controlled by CCRA does not include residential
occupancy.
-
An elected officer, a
member of the Board of Directors, an ex-officio advisor,
or an executive level staff person of CCBA (regardless
of compensation), must make annual disclosure of any
financial relationship he or she or any related person
or entity may have with CCBA. Financial relationship
with CCBA does not include providing goods, supplies,
and services to CCBA in the aggregate of less than
$1,000 per year.
-
The annual disclosure
statement must be properly filled out and signed before
attending the first CCBA Board of Directors meeting each
year.
-
An elected officer, a
member of the Board of Directors, an ex-officio advisor,
or an executive level staff person of CCBA (regardless
of compensation), must disclose to the Board of
Directors if he or she or any related person or entity
has any financial interest in a transaction proposed to
CCBA (the value of which is greater than $1,000.00.)
This disclosure must be made at the initial proposal to
CCBA or as soon as the financial interest is
contemplate.
-
Except for emergency
repairs, CCBA shall not enter into any contract that has
a value of more than $1,000 without prior approval of
the Board of Directors. In the event of an emergency,
such contract must be ratified by the Board of Directors
in the next meeting of the Board of Directors.
-
The Board of Directors
shall not approve any real estate contract, including a
management agreement, until all material terms of such
contract or agreement have been sufficiently disclosed
to the Board of Directors. Approval of such contracts or
agreements shall not be made unless sufficient notice
has been given to members regarding the pending
approval.
-
CCBA shall not enter into
a) a real estate transaction,
b) a lending or borrowing
transaction, or
c) the engagement of
professional services for the CCBA,
any of which is estimated to be valued for or cost over
$10,000, with an elected officer, a member of the Board of
Directors, an ex-officio advisor, an executive level staff
person (regardless of compensation), or any person related
to the foregoing, except upon a vote of two-thirds of the
disinterested members of the Board of Directors present at
the meeting. Further, the elected officer, member of the
Board of Directors, the ex-officio advisor, or the executive
level staff person must recuse himself (or herself) from the
vote. All other matters may be decided by a vote of the
majority of the directors present and eligible to vote
except where a greater majority is required under the
Articles of Organization, the by-laws, or by law.
This list was approved at the October 4, 2005 Board of
Directors meeting.
|
