Fifth Amendment Approved 05-23-2007

BY-LAWS OF
NEPALESE AMERICAS COUNCIL

ARTICLE: I
NAME

1. NAME:
The name of this organization shall be the Nepalese Americas Council (hereinafter
called "the Council"). It shall be a non-profit organization.

ARTICLE: II
PURPOSE

1. PURPOSE:
The purpose of the Council and the by-laws are:

    a) to establish a national coordinating body for Nepalese and Nepal-related associations and societies (hereinafter called "the Associations") in the Americas;
    b) to coordinate, facilitate, and conduct activities directed to avoid duplication of efforts among the Associations, mobilize their limited resources and know-how, maintain and foster Nepalese identity and cultural heritage, further academic and professional advancements, and contribute to the overall development of Nepal;
    c) to represent and promote the interests of Nepalese Americans and Nepalese Canadians among the global Non-Resident Nepalis (NRNs); and to coordinate the Council’s activities with the Non-Resident Nepali Association (NRNA) including its International Coordinating Council (ICC), and National Coordination Councils in the Americas;
    d) to formulate the rules governing the Council;
    e) to define the function, duties and the decision-making process of the Council;
    f) to represent and promote the interests of the Nepalese American communities; to promote various social, cultural, educational, economic, and civic activities of common interest to Nepalese community in the Americas;
    g) to organize national and international conventions and conferences and publish newsletters with a view to accomplishing the objectives of the Council;
    h) to raise, receive and manage funds, charities and donations to carry out the worthy
humanitarian causes directly or in cooperation with other organizations;
    i) to foster friendship and understanding between Nepalese and other people in the Americas; and
    j) to improve the relationship between the people of Nepal and the Americas.

ARTICLE: III
BOARD OF DIRECTORS AND OFFICERS

1. There shall be a Board of Directors and Officers (hereinafter called "the Board") to formulate and implement the objectives of the Council.
2. The Board shall be elected by the delegates of the Council.
3. The Board shall have power to form committees and task forces as may be deemed necessary and shall determine the functions and terms of their existence.
4. The Board shall take any action or decision required to be taken at the meeting of the Board through any means including email, fax, and conference calls.
5. The Board shall have the power to hire an administrative staff as deemed necessary and compensate for the person’s services.
6. The Board shall hold its annual meetings to transact the organization’s work such as review the past year's activities, review accounts, consider and recommend policy changes, consider any other business of the agenda that is allowed by the presiding officer at his or her sole discretion.
7. The President in consultation with the Board shall finalize the date and appoint an ElectionCommittee for the election of the officers of the Board of Directors every two years.
8. The officers of the Board shall consist of a President, nine Vice Presidents, a General
Secretary, a Treasurer, and the Chair of the Council’s NRN Committee. One of the Vice Presidents shall be designated as Senior Vice President by the President.
9. The election of the officers of the Board shall be conducted as stated in these by-laws.
10. The term of the officers of the Board shall be two years, beginning January 1 and ending December 31 of the calendar year. No officer of the Board shall hold the same office for more than two terms.
11. In the event of the President's death, resignation or removal, the Senior Vice-President shall assume the office of the President.
12. PRESIDENT:
The duties and powers of the President are as follows:
    (a) Preside at the meetings of the Board and run day-to-day operation of the Council.
    (b) Serve as a spokesperson of the Council on policy matters or designate another officer to serve in that capacity.
    (c) Perform such other duties of the Council as the Board may delegate to the President.
    (d) Perform or supervise that all regulatory requirements (such as filing IRS Tax Forms, etc.) have been met on a timely fashion.
    (e) Appoint up to two officers to the Board.
13. VICE-PRESIDENTS:
The nine Vice-Presidents shall represent the following geographical areas of the United States and Canada:
     • Vice President – North Eastern Region USA (Maine, Vermont, Massachusetts, Rhode
Island, Connecticut, New York and New Jersey)
     • Vice President -- Mid Eastern Region, USA (Pennsylvania, Delaware, Maryland, West
Virginia, Virginia, and Washington DC)
     • Vice President- South Eastern Region, USA (North Carolina, South Carolina, Georgia,
and Florida)
     • Vice President --Mid Northern Region, USA (Michigan, Ohio, Indiana, Illinois,
Wisconsin, Minnesota, Iowa, Nebraska, South Dakota, and North Dakota)
     • Vice President –Mid Southern Region, USA (Kansas, Missouri, Kentucky, Tennessee,
Alabama, Mississippi, Louisiana, Arkansas, Oklahoma and Texas)
     • Vice President—South Western Region, USA (New Mexico, Colorado, Utah, Arizona, Nevada, and California)
     • Vice President --North Western Region, USA (Wyoming, Montana, Idaho, Oregon,
Washington, Alaska and Hawaii)
     • Vice President –Eastern Region, Canada (Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Quebec, Ontario, and Nunavut Territory)
     • Vice President –Western region, Canada (Manitoba, Saskatchewan, Alberta, Northwest territories, British Columbia and Yukon Territory)
The duties of the Vice Presidents shall include:
     • Coordinate with respective members in the region;
     • Assist and facilitate in the programs and goals of the members in the region;
     • Submit at least a bi-annual report to the President regarding activities of the
members in the region. The Senior Vice President shall act as President in the absence of the President and shall have all the powers and duties of the President with respect to meetings of the Board.
14. GENERAL SECRETARY:
The General Secretary shall record all the proceedings of the meetings of the Board. The Secretary shall distribute minutes of the meetings to the appropriate members within one month after the date of the meeting.
15. TREASURER:
The Treasurer shall be the custodian of all funds of the Council, shall maintain bank accounts, receipts and disbursement of funds and shall give complete reports to the Board. The Treasurer shall prepare a financial statement sufficiently detailed for the preparation of any annual reports or return required by the Internal Revenue Service.
16. CHAIR OF THE COUNCIL’S NRN COMMITTEE:
The chair of the Council’s NRN Committee, as stipulated in Article VI of this bylaws, shall serve as an ex-officio member of the Board.
17. Once elected, an officer of the Board shall serve for a full term except in the event of the person's death, resignation, removal, or recall or loss of membership to the Council.
18. Notwithstanding any other provision of the Bylaws, not more than certain percent (%) of persons serving on the Board may be an interested person (the exact percentage will be decided by the Board at a duly constituted meeting of the Board). For purposes of this section, an "interested person" means either:
    (a) Any brother, sister, father, mother, son, daughter or spouse of any director; or
    (b) Any directors serving on other boards or maintaining business interests that could constitute a conflict of interest
19. The Directors shall not be personally liable for the debts, liabilities or other obligations of the Council.

ARTICLE: IV
MEMBER

1. MEMBER:
The Council membership shall be divided into two classes as follows:
    A. Members:
To be a member of the Council, one must be the President of a Nepalese or Nepal-related
organization in the U.S., Canada and/or in Americas which generally satisfies all of the following
requirements:
(i) the organization has been in operation for at least one year;
(ii) has adopted and functions under a duly written constitution and/or by-laws;
(iii) elects its officers at regularly held meetings as laid down in its constitution and/or by-
laws; and
(iv) subscribes to the vision and purpose of the Council's by-laws; and
(v) is a registered non-profit organization.
    B. Associate Members:
Associate members shall include any President of a Nepalese or Nepal-related association in the U.S. and/or in the Americas, who does not qualify for the regular membership as described in (A) above, and who the Board, in its sole discretion, chooses to allow to be an associate member for a specified duration of time. Associate members shall be entitled to all the privileges of membership except the right to contest or vote in elections. Associate members may serve as members of any committee except Election Committee.
2. Admission and Revocation:
The Board shall have power and discretion to issue procedure for filing an application for a membership. The application for membership shall be reviewed and approved, at its discretion, by the Board. In approving membership applications, the Board may use its discretion and utilize some flexibility so as to make the Council more inclusive for aspiring Nepalese and Nepal-USA/Canada related organizations in the Americas who wish to become member. A member shall be responsible to notify the General Secretary of the Board of his successor if he ceases to serve as President of the respective association. The membership can be revoked if he or she fails to do so within a reasonable time or the Board determines that a member has violated or acted against the objectives or by-laws of the Council.
3. Membership Dues:
Membership dues shall be determined by the Board. Renewal of the membership is due every year on January 1. Failure to pay dues by March 31 may suspend the rights and privileges of the
membership.

ARTICLE: V
HOUSE OF DELEGATES

1. There shall be a House of Delegates (hereinafter called the “House”), which would comprise of THREE delegates from each of the Nepalese or Nepal-related NAC member association in the Americas. The President of such association shall be one of the THREE delegates. Additional TWO delegates would be nominated by the respective association. Names of the THREE delegates shall be provided to current Board in writing by an authorized officer of respective association by September 15 of every two years.
2. The duties and power of the delegates shall be as follows:
    (a) Elect the Board as stated in these bylaws. One delegate shall have one vote.
    (b) Advise the Board on formulating and implementing the objectives of the Council.
    (c) Serve on the committees and task forces formed by the Board as may be deemed
necessary, with the Board determining the functions and terms of their existence.
    (d) Each year, each delegate shall strive to visit at least one annual meeting of a Nepalese or Nepal-related association other than his/her own, and, in coordination with the association, perform one or more of the following tasks:
    i. Advocate and facilitate issues of interest to the Council
    ii. Coordinate blood donation
    iii. Distribute food to homeless
    iv. Distribute Nepali books to children
    v. Other duties as requested by the Board or House.
3. The term of the delegates shall be two years, beginning January 1 and ending December 31 of the calendar year, which will correspond with the term of the Board as stated in these bylaws. No delegate shall serve in the House for more than two terms.

ARTICLE: VI
NON-RESIDENT NEPALIS (NRN) COMMITTEE

The Council shall create within it a committee to handle the NRN-NCC ( Non-Resident Nepalis-National Coordinating Council) functions for North America and to work with the Non-Resident Nepali Association (NRNA) including its International Coordinating Council. The structure, membership, powers and duties, and working procedures of this committee shall be formulated by the Board in consultation with the House. Membership in the committee from the Nepalese Diaspora in the Americas shall be encouraged.

ARTICLE: VII
NAC FOUNDATION

There shall be a NAC Foundation (hereinafter called “the Foundation”) established within the Council, which shall be the charitable and philanthropic arm of the Council. The objective of the Foundation shall be to develop and raise funds from various individuals and organizations and maintain an endowment of funds which can be used for certain specified charitable purposes. The purposes shall be as approved by the Board in consultation with the House of Delegates. The Council shall provide guidelines and operating procedures for the Foundation. The guidelines shall also delineate procedures for raising, maintaining and disbursing funds for and from the Foundation to support philanthropic activities for deserving candidates from Nepalese community in the Americas. The Foundation shall maintain two types of funds as briefly described in the following paragraphs:

ARTICLE: VIII
NATIONAL/INTERNATIONAL CONVENTION

ARTICLE: IX
WORKSHOPS / SEMINARS

ARTICLE: X
MEETINGS

ARTICLE: XI
QUORUM

1. In the case of the Board meetings, a majority of its membership present constitute the quorum. Members of the Board may participate in a meeting of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

1. Not later than September 15 of every two years the Officers of the Board shall appoint an Election Committee consisting of any three individuals, one of whom shall be designated as the Chairperson of the committee. All nominated candidates must supply nominator with a Statement of Affiliations, i.e., other board serving or served on nationally and internationally.
2. The Election Committee shall invite nominations for the positions of President, Vice
Presidents, General Secretary, and Treasurer from among the delegates of the Council at least 30 days prior to the election. All the nominations for the positions shall be filed at least 7 days prior to such elections. Candidates nominated must consent to their nomination before nomination is filed.
3. The person nominated for the Board / Officer positions shall be a delegate of the Council. One person shall contest election for only one office.
4. All persons nominated shall contest the election through the secret ballot. The person
receiving the majority votes for a designated position shall be declared elected. The election for the next term shall be completed not later than December 15 of the current year. The Election Committee shall complete the entire election process, certify the results, and announce the names of the elected officers to the current NAC Board and House of Delegates.
5. If a vacancy in the Board occurs at any time during the term of the Board, the President of the Board shall appoint an Election Committee consisting of three individuals, one of whom shall be designated as the chairperson of the Committee. The Election Committee shall invite nominations for the vacant position(s) and supervise the election. The elected officer(s) shall serve for the remaining period of the Board’s term. Such replacement should be completed within 3 months.

ARTICLE: XIII
NOTICES AND CORRESPONDENCE

1. Signatures on Notices and Correspondence.
Signatures of the President or designee by the President shall be required for:
     (i) All meetings and decisions of regular and special meetings; and
     (ii) All notices and correspondence signifying final elections of the Board.

ARTICLE: XIV
NOTICES AND WAIVERS

1. Notices.
Notices required by these by-laws to be given to members shall be deemed to have been sufficiently given if in writing to each member at his or her preferred address as it shall appear on the records of the Council.
2. Waivers.
Any member may waive notice of any meetings of the Board of these by-laws. Such notice shall be in writing and may be given by signing a waiver, mailing a card or by sending an e-mail, telegram or fax, and may be given either before or after a meeting. Attendance at any meeting shall constitute a waiver of notice and no written waiver shall be required.

ARTICLE: XV
AMENDMENTS

ARTICLE: XVI
SEVERABILITY

ARTICLE: XVII
NON- PROFIT STATUS

The organization is organized exclusively for charitable, religious, education, and/or scientific purposes under section 501 (c) (3) of the Internal revenue Code. No substantial part of the activities of the organization shall participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE: XVIII
DISSOLUTION

The property of this corporation is irrevocably dedicated to the purposes mentioned in
ARTICLE II, PURPOSE, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private individual, except that the organization 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 the purpose clause hereof. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit 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.