By Laws Committee

Article I.  

Name and Location:  

The name of the organization shall be Adarsha Nepali Samaj, America (Model Nepali Society, USA).  In short, it shall be pronounced as MoNSU. The physical address of organization will be:  941 Branch Dr, Herndon, VA 20170.  

Article II.  

Purpose of the Organization:  

The purpose of the Organization shall be as set forth in the Articles of Incorporation. MoNSU is a non-profit organization and shall be operated exclusively for educational, language, cultural and welfare purpose within the meaning of section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. Our programs include social consciousness about the cause on a local and global level, and to hold different fundraising /charitable activities for the purpose of the organization.    

Article III.  

Membership and Dues  

  • Any membership and dues for affiliates shall be determined by the Board of Directors on the recommendation of Executive Committee.   
  • Any person may become a member after completing a membership application submitted to the Executive Committee with annual fee as determined by the Board. 
  • New members in the last quarter of the calendar year (on or after the first day of October) will continue as members until the end of the year following such quarter. For purposes of dues and membership, “year” shall mean calendar year. (January 1st – December 31st) 

Honorary Membership 

  • Any persons who have made a substantial contribution to the purpose of the organization may be honored by the Board as Honorary Membership without fee. 
    • The Board shall make all decisions regarding honorary membership.  Resignation 
    • Any member may resign by giving notice in writing to the Executive Committee. Membership dues already received by the MoNSU will not be refunded. 

Article IV.  

Structure of the Organization:  

Board of Directors:   

  • Any person demonstrating a sincere, constructive interest for the purpose of organization may become a member of the Board.  Composition of the Board of Directors  
  • MoNSU shall have a Board of Directors consisting of at least 11 and no more than

19 Directors as follows: • President- One 

  • Vice President- One 
  • General Secretary-One 
  • Treasurer-One 
  • Executive Members-Fifteen 
  • Former Presidents shall naturally become members of the Board of Directors. 
  • Any member of the Board of Directors who misses three consecutive meetings of the Board shall be removed from the Board. However, the Board may reappoint the member upon review. President in consultation with the members of the Executive Committee shall act to appoint a new member to the Board. Duties of the Board of Directors  
  • The Board of Directors upon receiving proposals on any major policy issues from the Executive Committee shall be required to act upon them before any such proposal(s) become a (n) official policy(s) of the MoNSU. 
  • The Board of Directors shall take active roles on the development/fundraising and capacity building of the MoNSU. 
  • The Executive Committee may request for guidance to the Board of Directors relating to the affairs of the MoNSU. 
  • Members of the Board of Directors may attend membership meetings invited by the Executive Committee and, shall vote at any such meetings, provided their dues paying membership is in good standing. 
  • Board of Directors may form different Committees and Sub-Committees and Task Forces as necessary by the Executive Committee. 
  • Under special circumstances, the Board of Directors shall have the authority to ask the President and/or other Executive Committee members to continue for another two-year term. 
  • The President upon consultation with the Executive Committee shall call the meeting of the Board of Directors as necessary. 
  • In the absence of the President of the board, Vice President will exercise the power of the President 
  • Board of Directors may remove persons from Executive Committee on the majority of voting if Board is not satisfied from their performance.  
  • The Board Members shall be elected by the majority of the secret written ballots cast by the general Membership every two years. They shall be eligible for reelection, but shall not serve more than two (2) consecutive terms in the same position in office except for under special circumstances. 
  • The functions of each of the office bearers of the MoNSU, as set forth above, shall also assume the duties and functions of other officers of the MoNSU at the same time that such individual shall assume his/her seat on the MoNSU. 
  • The officials elected to fill the above described positions on the MoNSU shall take office and enter in the execution of their official duties on the last Sunday of April of the year of their elections and shall continue in office through the following Monday of the of April or May of the following year unless such term of service is terminated in a manner provided for in these bylaws. 
  • The Board will form an Executive Committee to carry out day to day business of the organization. The number of Executive Committee shall be five (05). The composition of Executive Committee shall be as follows: 
  • Coordinator
    • Members – 4 

Compensation of Officers  

  • Officers of the Executive Committee shall serve without any compensation. 

Eligibility  

  • No person shall be eligible for election as a member of the Board of Directors who has not been a dues paying member of the MoNSU for at least two full quarters prior to the date of an election in which his or her name appears as a candidate. 
  • Persons proposed/nominating himself/herself as a candidate for position of the President of Board of Directors must have served as a member of the Executive  Committee or Board of Directors with membership in good standing of the MoNSU for at least one term (including the term during which such election is held) before he/she shall take office. 
  • Election for an Officer of the MoNSU is restricted to only two members per household (Member and their spouses). Resignation of Officers  
  • An officer of the MoNSU may resign by giving written notice to the President at least thirty (30) days prior to the desired effective date of such resignation unless compelled by health or other special circumstances, a shorter notification may be acceptable. 
  • President may resign from the post by giving at least forty-five (45) days’ notice in writing to the Chair of the Board of Directors. 

Article V.  

Duties of Officers  

Legal Duties  

  • The duties of the Officers of the MoNSU shall be in accordance with the Nonprofit Corporation Law of the State of Common Wealth of Virginia and any other applicable laws and statutes of the United States and the State of Virginia. Official Duties  

President:  

  • The President shall preside over all Executive Committee meetings and shall have general executive authority and supervision of all affairs of the MoNSU. 
    • President shall be the spokesperson of the MoNSU and represent the MoNSU to any external functions and events that fall within the scope of the MoNSU.  • President shall present MoNSU’s policy related agenda to the Board of Directors for their approval. 
    • President shall function as ex officio member of the Board of the Board and shall act as the Secretary of the Board of Directors. 
    • The President shall not have voting right on the affairs of the Board of Directors.  Vice President:  
    • The Vice President shall perform such duties and have such powers as the Executive Committee may, from time to time, delegate to him/her. 
    • In the absence of the President, the Vice President shall perform the duties of the President. 
    • The Vice President shall also serve as Program Chairman. Included in his/her duties shall be the preparation annual programs and activities and present to the Executive Committee for approval. 
    • Such programs shall be finalized at least (3) weeks prior to the meetings of the Executive Committee and shall be submitted to the General Secretary for Committee approval. 
    • In addition to such duties as spelled out above, the Vice President shall carry out duties assigned by the President or the Executive Committee as and when necessary 

General Secretary:  

  • The General Secretary shall keep or cause to be kept, at such place as the President and/or the Executive Committee may direct, a book of minutes of all meetings and actions of Executive Committee, Board of Directors, committees of Directors, and members, with the time and place of holding, whether the regular or special, and if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members’ meetings, and the proceedings of such meetings. 
    • The Secretary shall give written notice to the membership of all annual or any other general meetings at least fourteen (14) days prior to such meetings. 
    • General Secretary shall give written notice of any special meeting at least four (4) days prior to such meeting, or shall give notice by personal delivery or telephone and/or any other electronic means at least twenty-four (24) hours before such special meeting. 
    • In addition, the Secretary shall work with Second Vice President and take a principal role in membership drive. 
    • The Secretary shall record the proceedings and appear at such meetings and perform such duties as the Executive Committee may direct. 
    • In addition to such duties as spelled out above, the General Secretary shall carry out duties assigned by the President or the Executive Committee as and when necessary. 

Treasurer:  

  • The Treasurer shall be custodian of all funds of the MoNSU. 
    • The Treasurer shall pay all bills upon authorization of the President and/or Executive Committee. 
    • The President and/or the Executive Committee may, from time to time, direct the Treasurer to open one or more bank accounts and specify the manner in which the Treasurer is to report on the status of such accounts. The Treasurer shall maintain a record of all money received and disbursed by the MoNSU, and shall prepare and submit to the membership at least once a year, a financial statement sufficiently detailed to permit preparation of any annual report or return required by the Internal Revenue Service. 
    • The Treasurer shall also prepare and submit any other financial report as the Executive Committee may, from time to time, require. 
    • The Treasurer shall maintain an up to date roster of the membership of the MoNSU. 
    • The Books of the MoNSU shall be audited at least once each year by a member or a professional auditor appointed by the Executive Committee. 
    • The Bank transactions shall only be made by the President or the Treasurer. 
    • In addition to such duties as spelled out above, the Treasurer shall carry out duties assigned by the President or the Executive Committee as deemed necessary. 

Executive Members:  

  • The duties of the Executive Members shall be defined by the Executive Committee. 

Article VI.  

Executive Committee  

Members of Executive Committee 

  • The Executive Committee shall consist of the Officers of the MoNSU as specified in Article IV (1b) of the Bylaws. Duties of the Executive Committee 
  • The Executive Committee shall transact the daily business of the MoNSU as directed by the Board of Directors. The executive Committee can make any decision on especially circumstances but that has to be approved by board in a later date. 
  • On special circumstances, Executive Committee may also appoint member(s) of the MoNSU to fulfill vacant position (s) until further electoral arrangements are made. 

Article VII.  

Legal Advisor  

  • Executive Committee shall appoint a legal advisor who shall: 
  • Provide necessary legal counsel to the Executive Committee and Board of Directors on issues related to the MoNSU. 
  • Prepare any amendments to the bylaws and present to the Executive Committee for proposal to be forwarded to the general meeting of the MoNSU. 

Article VIII  

Meetings  

Annual Meetings 

  • A general membership meeting of the MoNSU shall be held annually or as often deemed necessary by the Executive Committee. The General Secretary shall give notice as required above. 
  • The Annual Meeting shall be held to give the membership the opportunity to vote on the affairs of the MoNSU. 
  • Simple majority of the General membership present at the meeting shall decide on the issues tabled at the meeting. 

Board of Directors Meetings 

  • The Executive Committee shall meet as called by the President or proposed by any two (2) Officers of the MoNSU in writing. 

Special Meetings 

  • Special Meetings may, from time to time, be called in accordance with the provisions of the General Nonprofit Corporation Law of the State of Common wealth of Virginia. 

Quorum 

A simple majority of the: 

  • General membership shall constitute a quorum for general meeting and a simple majority of those present at the meeting shall decide on issues. 
  • A simple majority of the Executive Committee membership shall constitute a quorum for Executive Committee meetings, and a simple majority of those present at the meeting shall decide on issues. 
  • A simple majority of the Members of the Board of Directors shall constitute a 

quorum for Board of Director’s meetings, and a simple majority of those present at the meeting shall decide on issues. 

Article IX.  

Nominations and Elections  

  • An Election Committee of five (5) members from the membership at large shall be appointed by the Executive Committee, at least two (2) months prior to the conclusion of the two-year term of the Executive Officers. 
  • The Executive Committee shall appoint one of the five (5) members as the Coordinator of the Election Committee. 
  • The Election Committee shall call for nominations from qualified members of the MoNSU. 
  • The Election Committee shall send out the list of candidates to all eligible voting members – those in good membership standing. 
  • All qualified members of the MoNSU may in person or through conventional or electronic mail shall cast their votes to elect all the Executive Officers of the MoNSU. All votes shall be cast by secret written ballot and a simple majority shall elect. 
  • The Election committee shall decide all necessary election procedures under the guiding principles of Article X of the Bylaws and shall declare the results of election. 

Article X  

Committees  

  • Standing Committees shall be as determined by the Executive Committee. 

Special and ad hoc Committees may be appointed by the President with the approval of the Executive Committee. 

  • All committees shall report to the Executive Committee or as directed by the President. 

Article XI  

Amendments  

  • Amendments to the Articles of Incorporation or By-Laws of the MoNSU shall be in accordance with the provision of the General Nonprofit Corporation Law of the State of Common Wealth of Virginia. 

Article XII.  

Dissolution  

  • The property of this MoNSU is irrevocable dedicated to charitable purposes, and no part of the net income or assets of the MoNSU shall ever inure to the benefit  of any officer or member of the MoNSU or to the benefit of any private individual. Upon winding up and dissolution of the MoNSU and after paying or adequately providing for the debts and obligations of the MoNSU, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code. 

Article XII.  

Authority of Officers  

  • Notwithstanding any other provision of this Bylaw, the Executive Committee shall have the authority to appoint one (1) officer, in addition to those officers authorized by Article IV (1b). Such additional officer shall be designated either as Vice President or Secretary or Joint Secretary or such similar designation as may be in conformity with the applicable laws of the State of V. Such additional officer shall not be a member of the Executive Committee of the MoNSU and shall not vote at any meeting of the Executive Committee. The duties of such additional officer shall include the preparation and submission of tax returns or reports and any other report as may from time to time be required by public regulatory agencies. Such additional officer shall also be designated as Attorneyin-fact to represent the MoNSU with the Internal Revenue Service and other public agencies, or for other purposes as the Executive Committee may determine. 
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