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Bylaw of Development Association of Shire N.A.

Article I – Name and Offices

Section 1 - Name

The name of the association will be Development Association Of Shire In North America (DASNA), henceforth referred to as the “Association” DASNA Is non-political, non-religious organization but exclusively for charitable purposes as to qualify the association for exemption from taxation under the section 501(C)(3)

Section 2 – Registered/ Principal Office

The Registered office of the association is required by law to be maintained in Boston, Massachusetts the United States Of America. The principal office of the association will be located on DASNA’s Chairperson Residence state. The association shall at all times maintain on file with the Office of the Secretary in the State of Massachusetts. The name of its registered agent, and the address of its registered office, in all aspects are required by the section 501(C)(3) of the Internal Code Of 1954, as Non-Profit Corporation Act.

Article II - Seal

The Board of Directors shall provide a suitable corporate seal for use by the association.

Article III – Purpose

The purposes of the association are:

Article IV – Members

Section 1 – Classes of Membership

The membership of the association will consist of two classes namely: “Active Members” and “Associate Members”:

  1. Active Members:  We call active members who are dedicated to contribute consistent effort to the association financially, morally and ethically. Those members are entitled to one vote on all matters and could be in any status of a decision maker position.
  2. Associate Members: Associate Members shall consist of individuals who have rarely attended or participated in the association activities or have less or none contribution in the association or have not fully met the specified requirement for members. Associate members are not voting members of the association.

Section 2 – Eligibility for Membership

Voting membership shall be open to any adult person who supports the purpose stated in article III. Membership is granted after completion and receipt membership application and annual dues. DASNA membership is open to an individual of any background, religion, gender, or race. (Abides by discriminate bylaws, fair treatment to everyone)

Section 3 – Annual Dues

The amount required for annual dues will be 120 US dollars or 10 dollars a month unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.

Section 4 – Right of Members

Section 5 – Removal of Members

Any member may be removed of DASNA membership by a majority vote from all board members for any of the following violations:

Section 6 – Reinstatement of Membership

A person whose membership has been terminated according to article IV Section 5 Procedure, can apply for reinstatement provided the problem is addressed and resolved. The decision to grant reinstatement will be made by a majority vote from the active members of the local chapters.

Article V – Meeting of Members

Section 1 – Annual meeting

Annual meeting of all members of the association shall be held during the annual fund raising event once a year. Notice of the annual meeting shall be posted on the association website and in any official association publication at least (10) days before the meeting. At the annual meeting the members shall elect board directors & officers, receive audit reports and reports on the activities of the association would also determine the direction of the association for the coming year.

Section 2 – Special Meeting

Special meeting of members may be held upon call of the board chairman of the association or a majority of the voting board members at such by any means of communication model as may be stated, thereof at such time and for such purpose as may be stated in the notice.

Section 3 – Quorum for Meeting of Members

A quorum shall consist of 60% percent of the total voting members present either in person or by proxy. Each voting member in good standing shall have one vote at any meeting of the members. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.

Meeting of the members shall be presided over by the Board chairman of the association or if he/she is not present by the board vice chairman. The secretary of the association shall act as a secretary of the meeting, and the meeting shall follow procedures, rule of order.

Article VI - Board of Directors

Section 1 – Number and Qualification

The board shall consist of not more than twenty five (25) members and not less than Seventeen (17). The board is responsible for overall policy and direction of the association.

Section 2 – Term

All board members shall serve two –year terms, but are eligible for re-election for up to three (3) consecutive terms.

Section 3 – Board Meeting

The board shall meet every month to discuss the overall activities through teleconference. An official board meeting requires that each board member have written notice at least 1 week (7 days) in advance.

Regular and special meeting of the board members shall be held established by the board chairperson in coordination of the executive directors. A special meeting of the board shall be called upon the request of the board Chairperson or one-third of the board. Notice of special meeting shall be sent out by the secretary to each board member at least 1 week (7 days) in advance.

Annual Meeting of the board members shall be held during the fund raising event.

Section 4 – Quorum

A majority of the members of the board in good standing 2/3 of board members shall constitute a quorum for the transaction of business at any regular and special board meeting.

Section 5 – Election Procedure

Each active chapter state shall be responsible for nominating a slate of prospective board members representing the association diverse constituency. All active chapter state eligible to send one (1) or more representative to the slate of board nominees depend on the state membership population, if the state has five (5) or less active members then one (1) representative, between five to twenty (5-20) active members two (2) representative, and twenty (20) or more active members three (3) representative shall be count. The board secretary shall conduct a census of the member’s population every year.

A temporary created board development committee and one person of the independent audit committee shall be responsible for the election process. Those elected state representatives smoothly share their responsibility during the election process. Those state elected nominees including their assigned or shared executive position in the election process should be approved by the voting representative members of the annual meeting. Majority of members should be present during the election approval process. Members shall be elected for a terms of two (2) years from the date of the meeting at which their election announced. So, these elected members of the board members shall be voting members of the board. The election process might be held one day before the annual event of the association and the approval process might be held after the event of the association, the time and place for this process shall remain optional, subject to change of any business related conditions. The voting system should include a more discreet and privates booth for ballots to be assessed and unbiased, due to the fact no one will know, in order to make it fair so that the system will be appropriate in making the best decision in selecting the executive members.

Section 6 – Removal Position of Voting Members

Any board members who vote and fail to attend more than three (3) consecutive teleconference meetings of the board members will be considered as automatically removed from membership of the board members, unless the remaining board of directors determines that the absences of said member were reasonable under approved circumstances, therefore being granted a waiver. Followed by two previous written warnings; any board member may be removed at any time with or without cause by vote of (2/3) majority of the voting members of the board members.

Section 7 – Vacancies of Board Members

A vacancy on the board may be filled by vote of majority of the continuing voting board provided that there are (10) or more such continuing board members, if there are fewer than (10) continuing board members at the time of such vacancy, the board chairman shall call a special meeting of the members of the association for the purpose of electing persons to fill all such vacancies then existing on the board members. A vacancy may remain unfilled if (10) or more elected board members are still serving. Each board member elected to fill a vacancy shall serve the remaining portion of the unexpired term until his/her successor is elected and qualified. Also, at any time there is a vacancy a special meeting can be called to fill the appropriate vacancies even if there are (10) or more members.

Section 8 – Executive Committee

The board members shall have an executive committee consisting of the board chairperson, vice chairperson, the secretary, public relations officer, treasurer, and one board member appointed by the board Chairperson of the association. The executive committee shall be empowered to act in emergencies provided there is agreement of at least six (6) of its members.

Section 9 – Officer duties and Responsibilties

Board Chair Person: The board chair person shall be the principal subject to the control of the board and shall supervise and oversee the management of the association as well as monitoring the work of all committee in accordance with these by-law and procedure of the Association, the chairperson and the secretary with the consultation of other officers will prepare the agenda. He/She shall sign with any other proper official any deeds contracts or other instrument which may be lawfully executed on behalf of the association. The chairperson shall preside at all meeting of the board, the executive committee and all the annual meeting.

Board Vice-Chair Person: The Vice- Chair Person shall, in the absence or disability of the chairperson performs the duties and exercises the powers of that office. The Vice- Chairperson shall manage and oversee the membership status of the association and has all required information of the public at large, also overseeing the creating and dissemination of press releases and the like as may be prescribed by the board from time to time.

Board Secretary: The secretary shall keep records of the acts and proceeding of all meeting of the Board members like annual, special and of any other committee meeting as directed by the board and present them to the board for the approval. The secretary shall document all the meeting minutes and put in follow up actions. He/She keep the document of follow-up minute book, by-laws, rules, membership list association seal, list of committee and other useful document to the meeting. He/She shall affix the seal to any lawfully executed instrument requiring it. The secretary shall sign any such instruments as shall require his/her signature and in general shall perform all duties incident to the office and other duties as may be prescribed by the board members from time to time.

Public Relation Officer: Manages communication between an organization and its publics. Gains an organization or individual exposure to their audiences using topics of public interest and news items that do not require direct payment. Is all about managing reputation for the DASNA. To recruit new members as well as coordinating the branches in each state through direct communication. This career field aims to gain understanding and support for members as well as to influence opinions and behaviors. The officer is in charge of managing the media committee.

Board Treasurer: The treasurer shall have complete access to the association financial records which shall be maintained by the independent audit commission. The treasurer shall review the financial records of the association and make recommendation from time to time regarding the internal finance system of the association. The treasurer shall be available for consultation with the independent internal auditor of the commission. In addition he/she will review the internally generated financial statements prepared by the internal auditor of the independent audit commission. The Treasurer shall chair and manage the Fund Raising committee of each local state during organizing association event & submit or coordinate to submit a written financial report to the independent audit commission internal auditor within two month of minimum. The treasurer is responsible for the filling of the required federal and state information returns shall also perform all duties incident to the office and other such duties as may be prescribed by the board members from time to time.

Article VIII – Committees

Section 1 – Committee Formation

The board may create committees as needed to oversee specific aspects of the association activities, such as Fundraising, Public Relation, website committee, program committee and nominating committee etc…

Section 2 – Nominating Committee

The board chairperson shall appoint such committee as may be required with the approval of the board executive members. Appointment to the nominating committee by the board chairman must be ratified by a majority vote of the elected executive branch of the board. The board chair person may propose candidates for the position of the committee by providing background information or qualification of the candidates. The board shall have the right to change or amend the required numbers for the committee members and the length of terms to serve. The submission bears the proposed candidate’s signed consent. Once approved by the board executive committee the board shall announce the nomination of members by publishing them along with biography on each nominee on the association website or by publication an official association publication.

Section 3 – Media Committee

The Media committee shall have two branches. The website and magazine branches of committee.

The magazine branch committee is responsible for publishing the annual magazine which includes the decisions, affairs, financial reports, fundraising activities, and upcoming events of the association. Moreover, this magazine will also be used as a vessel to communicate at a macro level to all members involved. This magazine is to inform those members of all branches and all involved counties of the accomplishments of the Development Association of Shire (DAS). This committee will work closely with all branches and elected official s in order to produce a well-organized and developed magazine. This committee shall express its views freely and fairy without any inside influence.

The website branch committee is responsible to improve the visibility and content of the website. This shall be done by consistently updating the website with the latest DASNA related information, encourage members involvement by creating chat room posting their views, ideas, feedback etc… this committees overall task is to make the website attractive to have members frequently visit the site and others may be encouraged to join the association. The website administrator will coordinate any information in regards to the association website.

The initial media committee shall consist of five (5) members, who shall serve a term of two (2) years. However, in all cases media committee shall serve until their successors shall have been nominated or elected by the board executive.

Section 4 – Fundraising Committee

The Fund Raising Committee shall develop a long and short term fund raising goals. The committee shall design and review a potential fundraising event with the detail plan and summit to the board members for approval. The committee shall have the authority to decide the time and place of the annual and special event of the association in concession with the board members and regional committees. In addition the committee works with regional committee in planning, promoting and overall implementation of the even successfully. The committee shall have a clear working system standard both financially and operationally during association event.  This worked out system standard shall serve to every association in every aspect of the activities (like, worked out financial track sheet, stage programs, stage leading procedures, event programs, etc…) overall the committee has a vital role during the association event by leading and organizing the event successfully, The elected board Treasurer shall be the chairperson of the committee. The initial fundraising committee shall consist of 3 members who shall serve a term of two (2) years. However in all cases this committee shall serve until their successors shall have been nominated qualified or elected by the board executive branch.

NOTE: The Potential formed committee will have its own short and clear By-Law after we reach to final agreement. 

Article xi – Contract, Loans and Deposits

Section 1 – Contracts

The board may authorize any officer or officers to enter in to any contract or to discuss and deliver an instrument on behalf of the association. This authorization should be carried by legal means. No loan shall be contracted on the behalf of the Association. All checks or other order of payment issued in the name of the association shall be signed by two officers.

Section 2 – Financial

All funds given to the association (checks, money order or other form of payment) shall be deposited within 24 hours of being received, and all this fund items should be reported to the board internal auditor. The internal auditor shall issue a receipt of those received checks or money order. The internal auditor shall monitor all the transaction on line on the timely basis.

Article x – Amendment

Section 1 - Amendments

These by-laws may be amended when necessary by two-thirds majority of the board and independent audit commission members. Proposed amendments must be submitted to the board secretary to be sent out with regular board announcement.

Certification

This by-law will be approved at a meeting of the board and independent audit commission by two third majority vote on January 2010