Bylaws

Proposed

The Amerasian Foundation was incorporated as a nonprofit on December 24, 2003. Below are the Amerasian Foundation’s Proposed “Bylaws”.

Please note: The Amerasian Foundation was dissolved a year later and is currently operating as a not-for-profit entity online while the Founder resides in Ho Chi Minh City, Vietnam (2004-present). The Amerasian Foundation intends to incorporate in another state and seek 501(c)3 status in the near future.

Bylaws

OF THE

Amerasian Foundation

Article I: Members

The corporation shall have no members.

Article II: Nonprofit Purposes

Section 1: Section 501(c)(3) Purposes. This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2: Specific Objectives and Purposes. The specific objectives and purposes of this corporation shall be:

(a) To identify and seek financial resources (donations, grants, endowments, etc.) through fundraising which will help to establish and/or maintain agencies, organizations, and schools that assist and support Amerasians in the U.S. and Asia.

(b) To establish and maintain a network of communication among Amerasians in the U.S. and Asia.

(c) To develop and maintain the Amerasian Research Center which will help promote and preserve Amerasian identity and culture.

(d) To engage in any other lawful activity which may hereafter be authorized from time to time by the Board of Directors; provided, however, that the purposes for which the corporation is formed shall at all times be consistent with Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as hereafter amended (the “Code”), including within such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.

Article III: Board of Directors

Section 1: Powers and Number. The Board of Director shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The number of Directors constituting the entire Board after the first annual meeting of the Board of Directors shall be 5, but in no event shall the entire Board consist of less than (3) Directors. Each Director shall be at least eighteen (18) years of age.

Section 2: Election and Term of Office. The initial directors shall be the persons named in the Certificate of Incorporation. The Directors shall hold office for one-year terms, and shall serve until the first annual meeting of the Board of Directors; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next election of Directors. Directors may be elected to any number of consecutive terms. To become a Director, a person shall be nominated by a then existing Director and elected by a majority of the Board.

Section 3: Removal. Any Director may be removed at any time for cause by a vote of a majority of the entire Board at any special meeting of the Board called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Board of Directors then in office. A Director who misses three consecutive meetings shall be automatically removed, but may be reinstated by a vote of a majority of the entire Board for good cause shown.

Section 4: Resignation. Any Director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Corporation or its Chairperson. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.

Section 5: Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until the next annual meeting.

Section 6: Meetings. Meeting of the Board may be held at any place within or without the State of Washington as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board of Director shall be held in September of each year at a time and place fixed by the Board. Other regular meetings of the Board shall be held no less than 2 times during the year. Special meetings of the Board shall be held whenever called by a majority of the Board of Directors, the Chairperson of the Board, or the Executive Director, in each case at such time and place as shall be fixed by the person or persons calling the meeting.

Section 7: Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken, and, to the extent possible, copies of all documents on which the action is proposed to be taken, shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary) or emailed to each Director at his or her electronic mail address, at least seven days before the day on which the meeting is be to held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram, electronic mail, fax, or cablegram or given personally or by telephone, no less than forty-eight hours before the time at which such
meeting is to be held, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting protesting,prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting.

Section 8: Quorum and Voting. Unless the greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by the statue or by these by-laws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.

Section 9: Action by the Board. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to a the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 10: Compensation. Any Director of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by two-thirds of the Board of Directors and only when so authorized.

Article IV: Officers Employees and Agents

Section 1: Officers. The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other Officers, including one or more Vice President, as the Board of Directors may from time to time appoint. One person may hold more than one office in the Corporation except that no one person may hold the offices of President and Secretary. The President shall be a member of the Board of Directors. The other officers may, but need not, be members of the Board of Directors. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2: Election, Term of Office and Removal. The Officers of the Corporation shall be elected for a one year term at the annual meeting of the Board of Directors immediately following the election of the Directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Any officer of the Corporation may be removed, with or without cause, by a vote of the majority of the entire Board.

Section 3: Other Agents and Employees. The Board of Directors may from time to time appoint such agents and employees as it shall deem necessary, each of whom shall hold office at the pleasure of the Board of Directors, and shall have such authority, perform such duties [and receive such reasonable compensation], if any, as a majority of the Board of Directors may from time to time determine. No such other Officer or agent need be a Director of the Corporation. To the full extent allowed by law, the Board of Directors may delegate to any Officer or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties.

Section 4: Removal. Any Officer, employee, or agent of the Corporation may be removed with or without cause by a vote of the majority
of the entire Board of Directors.

Section 5: Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors.

Section 6: President: Powers and Duties. The President shall preside at all meetings of the Board of Directors. The President shall have
general supervision over the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board of Directors.

Section 7: Vice President: Powers and Duties. A Vice President shall have such powers and duties as may be assigned to them by the Board of Directors. In the absence of the President, the Vice President(s), in order designated by the Board of Directors, shall perform the duties of the President.

Section 8: Secretary: Powers and Duties. The Secretary shall keep the minutes of the Annual Meeting and all meetings of the Board of Directors in books provided for that purpose. He or she shall be responsible for the giving and serving of all notices of the Corporation, and shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.

Section 9: Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all monies,evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. At the annual meeting and whenever else required by the Board of Directors, he or she shall render a statement of the Corporation’s accounts. He or she shall at all reasonable times exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and shall perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors, and shall, when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine.

Section 10: Compensation. Any Officer, employee, or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by a majority of the Board of Directors and only when so authorized.

Article V: Committees

Section 1: Committee of the Board. The Board may, by resolution
adopted by a majority of the entire Board, establish and appoint an executive and other standing committees. The President of the Board of Directors shall appoint the President of each committee. Each committee so appointed shall consist of three or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:

  1. the filling of vacancies on the Board or any committee;
  2. the amendment or repeal of the by-laws or the adoption of new bylaws;
  3. the amendment or repeal of any resolution of the Board which by its
    terms shall not be so amendable or repealable;
  4. the fixing of compensation of the directors for serving on the Board or any committee;

Special Committees may be appointed by the President with the consent of the Board and shall have only the powers specifically delegated to them by the Board.

Article VI: Contracts, Checks, Bank Accounts and Investments

Section 1: Checks, Notes, and Contracts. The Board of Directors is
authorized to select the banks or depositories it deems proper for the funds
of the Corporation and shall determine who shall be authorized in the
Corporation’s behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases, contracts, and documents.

Section 2: Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds, or other securities,as the Board of Directors may deem desirable.

Article VII: Office and Books

Section 1: Office. The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

Section 2: Books. There shall be kept at the office of the Corporation
correct books of accounts of the activities and transactions of the
Corporation including a minute book, which shall contain a copy of the
certificate of incorporation, a copy of these by-laws, and all minutes of
meetings of the Board of Directors.

Article VIII: Fiscal Years

The fiscal year of the Corporation shall be January to December of each
year.

Article IX: Indemnification

The Corporation may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by applicable law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or her, his or her testator or intestate was a director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.

Article X: Amendments of Bylaws

These by-laws may be amended or repealed by the affirmative vote of the the majority of the entire Board at any meeting of the Board of Directors.

Article XI: IRC 501(c)(3) Tax Exemption Provisions

Section 1: Limitations on Activities. No substantial part of the activities of this corporation 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 corporation 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 corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2: Prohibition Against Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or 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 of this corporation.

Section 3: Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation 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.

Section 4: Private Foundation Requirements and Restrictions. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) 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; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article XII: 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, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

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.