同鄉會章程

CONSTITUTION

台灣同鄉會芝加哥分會憲章

Preamble

We, the Taiwanese and Taiwanese Americans, in affiliation with the Taiwanese Association of America (TAA) and, in association with the Greater Metropolitan Chicago, are convinced that the Taiwanese abroad must promote the mutual fellowship and acquaint American society with Taiwanese culture, thereby establishing this nonprofit charitable organization.

Article 1. The Name

The name of this organization is the Taiwanese Association of America, Inc., The Greater Chicago Chapter (TAAGCC), also known as The Greater Chicago Taiwanese Association.

Article 2. The Goals

The organization is established exclusively for charitable, educational, and cultural purposes

including for such purposes, the mailing of distributions to organizations under section 501(c)(3)

of the Internal Revenue Code of 1954 (or the corresponding provision of a future United States

Internal Revenue laws).

The specific purposes for which the organization is formed are as follows:

The establishment of a general Taiwanese identity among the general public in the U.S.A.
The promotion of Taiwanese welfare.
The perpetuation of Taiwanese culture to the general public in the U.S.A.
The enrichment of Taiwanese heritage to the general public in the U.S.A.

Article 3. The Membership

The organization is open to all Taiwanese, Taiwanese Americans, and those who share the same goals as stated above. No one is admitted as a member before the designated membership dues are remitted. Dues are to be determined by the Board of Directors (hereafter referred to as the Board). The Board also reserves the right of membership admittance, suspension, revocation, and permanent termination as defined in the Bylaws.

An association qualified voting member is defined as a member residing in the Greater Chicago area with at least a 3-month membership, whose membership dues were paid between 3-15 months before the next election/voting day.

The member has the following rights:

To nominate, to endorse, and to elect members of the Board.
To serve the Board, if elected.
To vote in the General Assembly.
To enjoy the privileges set forth by the Board.

Article 4. The General Assembly

The General Assembly is to elect the members of the Board and to ratify Constitutional Amendments as defined in Article 12.
The General Assembly shall be called once a year and shall be presided over by the President. Additional meetings shall be held upon the request of the Board or upon a formal written request signed by one-fifth of the members.
The ruling shall follow the simple majority rule, except as otherwise stated in the Constitution.
No proxy or absentee vote is allowed.

Article 5. The Board

The Board, consisting of five (5) or more members but no more than eleven (11), shall be the main apparatus of the organization. Its functions are:
1. To elect the President, the Vice President, the Secretary, and the Treasurer from among the Board; And the Trustee(s) from qualified voting membership.
2. To appoint, modify, or discontinue Committees that are essential to fulfill its mission.
3. To appoint Committee members specified above.
4. To approve programs and budget.
5. To interpret the Constitution and By-laws.
6. To set membership dues.
7. To update the Association membership and directory.
8. To update the Board’s operating rules.
The Board shall meet at least once every four months. The Board shall also meet upon the President’s request or upon the request of one-third (1/3) of the Board members.
All decisions shall follow the simple majority rule. A majority of the Board members shall form a quorum.
The election of the Board members shall be set forth in the By-laws.
The Association’s financial year and membership dues shall follow the calendar year. The membership dues shall have a grace period of 6 months.
The Board shall approve the budget in a responsible manner, in general, within the yearly revenue. In case the yearly budget shall cause a net withdrawal of 10% or more from the reserve fund, it shall obtain the agreement from the majority of Trustees.
In the event the number of board members is less than 5, the president shall resolve it within 3 months.

Article 6. The President

The President is the chairperson of the Board and the spokesperson for the Association. The President shall:

Preside over the General Assembly and the Board; and
Execute policies approved by the Board.

The term of the President is one year, or when a new Board is formed. The president shall not serve for more than four (4) consecutive terms.

Article 7. The Vice President

The Vice President shall assist the President in carrying out its duties.
The Vice President shall perform the President’s duties in his/her absence.
The term of the Vice President shall be the same as that of the President.

Article 8. The Secretary

The Secretary shall be responsible for all the documentation of the Association for the operation of the Board and the records of the Board meetings.
The term of the Secretary shall be the same as that of the President.

Article 9. The Treasurer

The Treasurer shall be responsible for all financial activities of the Association. The Treasurer shall report to the Board directly on a quarterly basis.
The term of the Treasurer shall be the same as that of the President.
The Treasurer shall be authorized to sign TAA checks and release funds less than $1000.00. All expenditures greater than this shall be pre-approved by the Board.
The Treasurer shall be authorized to disburse the reserve fund from the bank accounts established by the Trustee Committee, with the endorsement of an authorized signature established by the Trustee Committee.
The Treasurer is responsible for all tax payments and financial filing with all legal authorities, including but not limited to the state of Illinois and the Internal Revenue Service. The Treasurer shall provide a signed financial report and copies of all legal filings to the Board and the Trustee Committee on a yearly basis.
All bank accounts shall be established in the name of the association with additional backup handling authority.
In his/her absence, the Treasurer shall delegate a member of the Board to perform his/her duties.

Article 10. The Trustee Committee

The Trustee Committee shall consist of three to five (3 – 5) members and shall conform to the following rules:

The term of the Trustee shall be one-year. The Board shall appoint Trustee members annually. The Board member shall not be a member of the Trustee Committee.
The Trustee Committee shall elect the Lead Trustee from among its committee members on a yearly basis for the operation of the Committee. The Committee shall meet at least once a year or at the request of the Board.
The Trustee Committee shall report to the General Assembly and the Board. The Committee shall be responsible for the assets and the oversight of reserve fund disbursement for the Association. Except by the Board’s direction, the Trustee Committee shall not be allowed to disburse the reserve fund. The Committee shall provide reserve fund and assets report to the Board on a yearly basis and per the request of the Board. The Trustee Committee must establish all reserve fund bank accounts in the name of the association with additional backup handling authority.
The Trustee Committee shall be responsible for:
1. Oversight of all the tax-related and/or legal filings.
2. Oversight of membership and directory update.
3. Long-term documents of the Association.
4. The yearly turnover of the Board and documents including the Association membership and directory, Constitution and Bylaws, financial and asset records, legal filing requirements, and the Board operating rules.
5. The endorsement of reserve fund withdrawal by the Board and the consent of the net yearly withdrawal from the reserve fund of equal to or greater than 10% of the reserve fund.
The Trustee Committee shall obtain the year-end signed financial report and copies of all legal filings from the Treasurer.
The Trustee Committee shall obtain Association membership roll, the updated Association computerized directory, and the updated Board operating rules from the Board on a yearly basis.
The Trustee Committee shall conduct annual audits and prepare/present an annual reserve fund and asset report to the Board and the General Assembly.

Article 11. Committee Chair and Committee Members

Unless otherwise specified, the Committee Chairs shall:

Propose programs and budget to the Board.
Execute programs approved by the Board.

A Special Committee is formed to undertake the Association’s special, non-recurring, or once-a-year task or event.

All Committee members are appointed by the Board.

The term of the Committee Chair and members is to be determined by the Board.

Article 12. The Amendment of the Constitution

The Amendment of the Constitution shall be proposed in writing by the Board, or by any general members with signatures from at least one-fifth of members. Ratification requires approval by at least two-thirds of members in the General Assembly.

Article 13. The Bylaws of the Constitution

Any regulation to supplement the above Constitution shall be set forth in the Bylaws.

Article 14. Internal Affairs

No part of the net earnings of the corporation shall inure to the benefit ofor be distributable to its

members, trustees, officers, or other private persons, except that the corporation 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 Article 2 hereof.

Notwithstanding any other provisions of these Articles, the corporation shall not carry on any

other activities not permitted to be carried on:

By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue laws), or
By a corporation, contributions to which are deductible under Section 170( c )(2) of the Internal Revenue Code of 1954 ( or the corresponding provision of any future United States Internal Revenue laws).

Article 15. Dissolution

Upon the dissolution of the corporation, the Board, after paying or making provision for the

payment of all of the liabilities of the corporation, shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such

organization or organizations organized and operated exclusively as an exempt organization or

organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board shall determine. Any such assets not so disposed of shall be disposed of by popular vote of all members, exclusively for such purposes, or to such organization or organizations, as the members shall determine, which are organized and operated exclusively for such purposes.

Alternatively, upon the dissolution of this Association, its remaining assets shall be distributed

to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

BYLAWS

台灣同鄉會芝加哥分會規章

Article 1. Basis

These Bylaws are set forth in accordance with Article 13 of the Constitution.

Article 2. Qualifications of a Board Member

An association-qualified voting member
Willing to assume voluntary duties for the Association.
Candidates who do not hold 3 or more months of membership should possess a written endorsement by at least 2 current Board Members.

Article 3. Nomination and Endorsement

Each qualified voting member shall have the right to nominate and/or endorse any candidates. The maximum number of nominations and endorsements shall be limited to the number of Board members to be elected.

A Nomination Committee with at least three members shall be appointed by the Board to oversee the matter.

Article 4. Candidacy

A qualified nominee shall become a candidate when the written nomination form with ten (10) legitimate endorsements reaches the Association two (2) weeks prior to the General Assembly.

In case there are not enough nominations, the Nomination Committee shall nominate qualified members to fulfill the vacant candidacy.

Article 5. Election

The election shall be held in the General Assembly. Each qualified voting member of age 18 or over shall receive a ballot with all the candidates listed on it. The number of votes is limited to 1 per individual/student membership and 2 per household membership.

Article 6. Term

The term of the Board member is two (2) years. In the first election following the adoption of the By-laws, five (5) of the eleven (11) members elected shall have only a one-year term. The newly elected Board shall determine who shall have only a one-year term.
Any Board member who has missed three (3) consecutive board meetings will lose his/her board membership, unless the majority of the other Board members determine otherwise.
A Board Member shall not be elected for more than 2 terms consecutively (4 years in a row).
A Board member’s resignation is effective upon written notification to the existing Board members and acknowledgment by the President.

Article 7. Suspension, Revocation, & Termination Procedures

This Article shall apply to the President, the Vice President, the Secretary, the Treasurer, the Board members, the Trustee Committee members, and general members of the Association.

The President, the Vice President, the Secretary, the Treasurer, any Board member, Trustee Committee member, and general member may be removed by a two-thirds vote of all Board members, or a signed petition of more than one-third of all qualified voting membership. When the termination/restoration procedure is initiated by the qualified voting membership, the Board shall verify and validate the petition within 30 days from the date of receiving the petition. The termination procedure must be executed within 45 days from the initiation date.
The Board and/or the initiator(s) must present a written report to all qualified voting membership within seven days from the day of the termination action.
The termination decision can be appealed to the General Assembly by the member contesting the termination at his/her own expense. This appeal must be made within six (6) weeks of the termination date. The termination shall be invalidated if a petition of more than 50% of all qualified voting memberships is verified by the Board.

Article 8. Qualifications and Selection Procedures of a Trustee Committee Member

Qualified voting members of the Association residing in the Greater Chicago area with at least a 3-year membership and have served as a Board member or in leadership roles in the established Taiwanese organizations are eligible to be appointed by the Board to serve as a Trustee.
Willing to assume voluntary duties for the Association.
The Board shall appoint the Trustee committee members among qualified members of the Association.

Article 9. Proxy and Absentee Ballot Procedures

No proxy shall be allowed.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any voting that may be taken at any regular or special meeting of members may be taken without a meeting if the Association distributes a written ballot to each member entitled to vote on the matter.

The ballot shall:

Set forth the proposed action.
Provide an opportunity to specify approval or disapproval of each proposal.
Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of the Board Members, state the percentage of approvals necessary to pass the measure submitted.
Shall specify the date by which the ballot must be received by the Association in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the Association.

Ballots shall be delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Quorum for absentee balloting and passage of the personnel shall follow the rules for voting in the General Assembly.

The Board members may be elected by written ballot. Such ballots for the election of Board members shall list the persons nominated at the time the ballots are delivered.

Article 10. Indemnity and Insurance

The Board Members of the Association shall not be personally liable for the debts, liabilities, or other obligations of the Association, except for criminal conduct, malfeasance, or tortious act.

The Board Members, Officers, and Committee Members of the Association shall be indemnified by the Association to the fullest extent permissible under the laws of Illinois.

Except as may be otherwise provided under provisions of law, the Board Members may, but is not required to adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a Board Member, Officer, Employee, or other agent of the Association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Association would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

Article 11. IRC 501(c)(3) Tax Exemption Provisions

Limitations on Activities * – No substantial part of the activities of this Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this Association shall not carry on any activities not permitted to be carried on (a) by a Association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Association, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Prohibition Against Private Inurement * – No part of the net earnings of this Association shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, 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 of this Association.
Distribution of Assets * – Upon the dissolution of this Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Association shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Private Foundation Requirements and Restrictions * – In any taxable year in which this Association is a private foundation as described in Section 509(a) of the Internal Revenue Code, the Association:

shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code.
shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code.
shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code.
shall not make any investments in such manner as to subject the Association to tax under Section 4944 of the Internal Revenue Code.
shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article 12. Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation or other founding document of this Association filed with the Office of the Secretary of State of Illinois and used to establish the legal existence of this Association.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Article 13. Amendment of Bylaws

The Amendment of these Bylaws shall be proposed in writing and signed by at least one-tenth of the members. Alternatively, the Board may appoint a Bylaws Committee and approve its members. Ratification of amendments requires approval by at least one-half of the members present in the General Assembly.

The CONSTITUTION and BYLAWS shall become effective immediately following the formal ratification by the members of the General Assembly.

Table Of Contents

同鄉會章程
CONSTITUTION
BYLAWS