CHAMORRO HANDS IN EDUCATION LINKS UNITY, INC. (CHE’LU, INC.)

CORPORATION BYLAWS

Consists of ARTICLES I – VIII

ARTICLE 1 – NAME and PURPOSE 

Section 1:        The name of the Corporation shall be the Chamorro Hands In Education Links Unity, Inc. The principal office of the corporation shall be located in the County of San Diego, California.

Section 2:        The Chamorro Hands in Education Links Unity is dedicated to educating the Chamorro people and the public in the preservation of our native language, heritage and culture; advocating to improve our population’s health, wellness and well-being, and creating, building and strengthening self-sustainability within the Chamorro community.

Section 3:        This Corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for PUBLIC AND CHARITABLE purposes, and recognized as such on June 6, 2005, by the State of California, Secretary of State, under Corporation Number 2590155. No part of the net earnings of the Corporation shall inure to the benefit of or distributed to its directors, 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 the Corporation.

Section 4:        Fiscal Year: The Corporation shall use the Calendar Year as the Fiscal Year, beginning on January 1, through December 31. It will also utilize the accounting method “Cash Method.”

Section 5:         Revenue: The Corporation shall fundraise and request funding from all levels of government agencies, and the Private Sector; corporations, foundations, small businesses, and other philanthropic organizations for the purpose to provide free services to the nonprofit community(s,) that reflects its mission statement and goals.

Section 6:         Checks and Drafts: All checks, drafts or orders for the payment of monies, notes or other evidence of indebtedness issued in the name of the Corporation shall be assigned to the Executive Director or an assigned Board member, Treasurer, and the Chairperson of the Board of Directors. For convenience, any of the transactions listed must require two signatures, from any of the three officers mentioned, and which recorded signatures must be documented at the corporation's bank institution.

Section 7:         Contributions: The Corporation’s Directors, Officers, or any other persons representing the corporation shall not engage in any form of contributions to public officials, of any government level, on behalf of the corporation.

ARTICLE II – MEMBERSHIP

Section 1:        This Corporation was created to conduct public and charitable day-to-day operations with no general membership, and no membership or dues are planned during the existence of the corporation.

ARTICLE III - BOARD OF DIRECTORS

Section 1:        The Board is responsible for overall policy and direction of the Chamorro Hands In Education Links Unity (CHE’LU), and is responsible to ensure the Corporation is abiding by all California and Federal government laws and guidelines for a Public and Charitable non-profit 501 (c) (3) Corporation. The Board will delegate responsibility for day-to-day operations to the Executive Director and any other staff, if applicable, or committees formed. The Board shall have up to fifteen, and no fewer than twelve members. To represent the nonprofit community and the Corporation’s mission and goals, the board shall be comprised of at least seventy percent of indigenous people of the Mariana Islands. The board receives no compensation other than reasonable expenses such as mileage to meetings.

Section 2:        Terms: All Board members shall serve three-year terms, but are eligible for re-election.  However, no board member shall serve more than two three-year terms, consecutively.

Section 3:        Meetings: The Board shall meet at least quarterly, at an agreed upon time and place.

Section 4:        Notice: An official Board meeting requires that each Board member have written notice at least two weeks in advance. The Secretary of the Corporation will notify each Board member.

Section 5:         Special meetings of the Board shall be called upon the request of the Chairperson or one-third of the Board.  Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.

Section 6:        Quorum. A quorum must be attended by a simple majority of the Board members before business can be transacted or motions made or passed.

Section 7:        Board Elections. The Board shall have up to fifteen, and no fewer than twelve members. The Board will vote for all incoming directors, utilizing a careful selective process for replacements, as described in section 8 of this article, to maintain the integrity of the Board.

Section 8:        Board Nomination Committee (BNC). A Board Nomination Committee shall be appointed by the Board to represent diverse aspects of the nonprofit community. This Committee  will be activated when there are vacant positions on the Board or an application for a new advisor to the Board.  The BNC shall have three board members.  The Committee members shall serve one year terms.

Section 9:        Election Procedures: The Board Nomination Committee shall be responsible for nominating a slate of candidates to fill any vacancies on the Board of Directors that will equal to the amount up to fifteen directors. The BNC will coordinate and request a standard biography/resume and a questionnaire type of criteria form, cover letter, guidelines and a time deadline for each potential Board candidate. The committee will review each form for completeness, and submit each complete form to the Board for review and voting purposes at an official Board meeting.

Section 10:        Resignation, Termination and Absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be removed for excess absences from the Board, or if he or she has three unexcused absences from scheduled Board and Committee meetings in a calendar year. A Board member may be removed for other reasons by a majority vote of the remaining directors. The Board of Directors may remove any director for good cause, by an affirmative two-thirds vote of the Board at any regular or special meeting.

Section 11:        Officers and Duties: There shall be four officers of the Board consisting of a Chairperson, Vice-Chairperson, Secretary, and Treasurer. The officers shall be elected by the Board at a scheduled regular Board Meeting. Their duties are as follows:

        The Chairperson shall preside and conduct business affairs at all Board meetings and shall perform all other duties incident to the office or properly required by the Board. If the chairperson is unable to perform the chair duties for an unforeseeable reason, the following order of other Board members will preside; Vice-Chairperson, Secretary and Treasurer.

        The Vice-Chairperson will chair committees on special projects as designated by the board.

The Secretary shall be custodian of, certify and maintain the original and copies of the records of the corporation including these bylaws, at the principal office of the Corporation as amended and otherwise current; responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that board minutes are maintained and kept on premises.

The Treasurer shall manage and maintain the financial status for the Corporation by using its accounting system and the accounting method “Cash Method.” Write and issue corporate checks, approved by the Executive Director only, for the day-to-day business operations. Deposit funding at the Corporation’s bank institution. Always have current financial information available for any audits requested by the Executive Director, any member of the Board of Directors, or government agencies. Provide annual financial records to the Corporation’s Certified Public Accountant for income tax purposes. Attend all Board meetings and provide the financial status to the board for review. Be responsible for the status of all financial activity of the Corporation including keeping and maintaining or being responsible for maintenance of the correct accounts of the Corporation’s properties and business transactions, including accounts of its receipts, disbursements, assets and liabilities.

Section 12:          Advisory Council:  The Board maintains a CHE’LU Advisory Council.  Members of this Advisory Council shall possess the desire to serve the community and support the work of the Board of Directors by providing expertise and professional knowledge.  Advisors shall have no required duties, voting privileges or obligation for attendance to committee or regular meetings of the Board.  Advisors, however, are welcome to attend all said meetings as a member of this Council.  Members of the Advisory Council shall comply with the Board’s policies set forth herein or may be subject to removal from the Council.  The Advisory Council members are nominated by the members of the Board and will comply with the Board Nomination Committee’s process.  Advisory Council members have no term limits but are confirmed on an annual basis.

        ARTICLE IV - COMMITTEES

Section 1:        The Board may create committees as needed, such as public relations, peer education, and data collection. There shall be four standing committees - Executive, Finance, Personnel and Resource Development Committees. The Board Chairperson appoints all committee chairs. Committee chairs must be members of the Board.  All Board members must be actively involved in one or more standing committees.

Section 2:        Executive Committee:  The Vice-Chairman is the chair of the Executive Committee, which includes no less than three Board members.  The Executive Committee shall review the performance of the Executive Director, if one is employed by the Board.  The Executive Committee will oversee Board Compliance issues like oversights, audit requests and the like.    The Executive Committee shall be responsible for developing board members and planning for board training and leadership development to maintain the integrity of the Board.

Section 3:        Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff and other Board members. The fiscal year shall be the calendar year. Quarterly financial reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the Corporation are public information and shall be made available to the public as required by any State and Federal Statutes.

Section 4:        Personnel Committee and Hiring Policy. The Personnel Committee will be activated when the Board hires an Executive Director.  - The Executive Director is responsible for hiring and supervising other staff.  The Personnel Committee shall operate as a grievance committee and is responsible for developing a personnel policy. This committee is responsible for decisions with respect to the hiring, compensation, employee benefits, supervision, disciplining, and dismissal of any employees or persons hired to perform services for the Corporation, subject to such limitations as the Board of Directors by resolution may impose.

Section 5:        Resource Development Committee:  Should a Board member not belong to any of the other standing committees, by default, they will be a member of this Committee.  The Board must ensure adequate resources to allow the organization to carry on its mandate.  Financial resources feed into the health and stability of the organization. The Committee’s responsibility is to determine how the organization creates the needed revenue, whether that happens through fundraising, earned income, or other innovative methods that feed into a healthy bottom line.  This Committee will ensure the organization has a development plan that feeds from the strategic plan and define the duties and responsibilities for staff and board members in resource development.

 

ARTICLE V – EXECUTIVE DIRECTOR AND STAFF

Section 1:        The Executive Director: The Executive Director is hired by the Board. The Executive Director has day-to-day responsibility for the Corporation, including carrying out the missions, goals and Board policies and procedures. The Executive Director will attend all Board meetings, report on the progress of the Corporation, answer questions of Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. The Executive Director is staff personnel for the Corporation and will be known as an ex-officio at board meetings. For board policy voting matters, the ex-officio will not vote, unless it is a tie and will vote to break a tie only.

Section 2:         Staff: The Board authorizes the Executive Director to hire staff as needed or required for day-to-day operations, based on the availability of funds. The Executive Director is to obey all California and Federal employee hiring policies and guidelines, and 501 (c) (3) Nonprofit Corporation statues.

ARTICLE VI - AMENDMENTS

Section 1:        These Bylaws may be amended when necessary by majority vote of the Board of Directors.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements, and must be submitted to the State of California and Federal Government as required.

Section 2:         The Board of Directors, by majority vote, may also amend the Articles of Incorporation if deemed necessary, and must obey the State of California and Federal Government Law as required.

ARTICLE VII – OFFICIAL DOCUMENTS

Section 1:        The Corporation’s official Board of Director’s Minutes, Bylaws and Amendments must be kept on premises at all times and bound. They must be available for review and audit purposes by any government agency, Board of Directors, and the public.

ARTICLE VIII– INDEMNIFICATION OF DIRECTORS, OFFICERS

AND EMPLOYEES

Section 1:         As per California Nonprofit Public Benefit Corporation Law 5238 to its fullest, this corporation shall indemnify and advance expenses to its directors, officers, employees, and any other persons representing the corporation as described in Section 5238(a) of the California Corporations Code or any such successor statute thereto, including persons formerly occupying any such position “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238 (a), including reasonable attorney’s fees.

Section 2:        The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other persons described in Section 5238 (a), against any liability asserted against or incurred by any officer, director, employee, or other persons representing the corporation in such capacity or arising out of the officer's, director's, employee's, or other person's status as such, and within the California Code(s) as described in Section 1 of this article.

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