1. NAME AND OFFICES OF THE CORPORATION
1.1 Name. The name of this corporation is 80-20 Educational Foundation, henceforth called the 80-20 Ed Foundation.
1.2 Location of Principal Office. The principal office for the transaction of the activities and affairs of the Corporation is located in the State of Delaware. The Board of Directors (“Board”)
may change the principal office from one location to another. Any such change shall be noted on these Bylaws.
1.3 Location of Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
2. PURPOSES AND LIMIATIONS
The purposes of the Corporation are charitable and dedicated to the education of Asian Pacific Americans (APA) in the area of public affairs and participation in the democratic process of the nation and to win equal justice and equal opportunity. The 80-20 Ed Foundation shall sponsor and provide financial support for programs and activities that develop APA leadership in the public sector, raise public awareness of Asian Pacific concerns and their impact on policy and decision-making in government, to eliminate prejudice and discrimination. Activities include but not limited to:
- Sponsor July 4 flag project in the APA communities.
- Fight negative stereotyping of Asian Pacific Americans.
- Advocate for appointment of APA to top level government positions.
- Fight against unjust government prosecution of APA.
- Pursue equal opportunity in the workplaces for APA, including legal
- Provide workshops to develop APA leaders in public affairs.
- Promote inter-ethnic and inter-racial collaboration.
The Corporation shall have no members. Any action, which would otherwise require approval by a majority of all members or approval by the members, shall require only approval of the Board. All rights, which would otherwise vest in the members, shall vest in the directors.
4. BOARD OF DIRECTORS
4.1 Powers of Directors.
- General Corporate Powers. Subject to the provisions and limitations of section 501(c)(3) of the Internal Revenue Code and any other applicable laws, and subject to any limitations in the Articles of Incorporation or Bylaws relating to action requiring approval by the members, the activities, business, and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
- Limitation of Powers. No substantial part of the activities of the Corporation shall be carried out to influence legislation, and the 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.
- Specific Powers. Without prejudice to the general powers set forth in Section 4.1(a) of these Bylaws, but subject to the same limitations, the Board shall have the following powers in addition to other powers enumerated in theses Bylaws:
(i) to select and remove at the pleasure of the Board all officers, agents, and employees; to prescribe powers and duties for them as may be consistent with law, the Articles of Incorporation, and these Bylaws; to fix their compensation; and to require from them security for faithful service.
(ii) to conduct, manage, and control the affairs and activities of the Corporation and make such rules and regulations for this purpose, consistent with law, the Articles of Incorporation, and these Bylaws
(iii) to borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities
- Delegation of Management. The Board may delegate the management of the activities of the Corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate power shall be exercised under the ultimate direction of the Board
4.2 Number and Qualification of Directors.
- Authorized Number. The Board of directors shall consist of no less than six (6) and no more than twelve (12) directors.
- Term of Office and Election. The initial directors of the Corporation shall be those persons named in the Articles of Incorporation and they shall hold office until their successors and additional directors are chosen at the first annual meeting of the Board. Thereafter, each director shall serve a two-year term. Directors can be elected for additional two-year terms. Directors shall be elected by the members of the Board present at the annual meeting.
4.3 Vacancies on the Board of Directors.
- Filling of Vacancies. Any vacancy occurring on the Board resulting from the death, resignation, retirement, disqualification or removal from office of the Board shall be filled by the affirmative vote of 2/3 of the directors then in office.
- Resignations. Any director may resign by giving written notice to the president or the secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.
- Removal. Any director may be removed, for cause such as convicted of a felony, by the affirmative vote of a majority of the Board.
- Compensation and Reimbursement. Directors and members of committees shall receive no compensation for their services as directors, but may receive reimbursement for expenses in attending meetings.
- Limitations on Liability of Directors.
No Directors of the Corporation shall be personally liable to the Corporation for monetary damages for an act or omission in the Director’s capacity as a Director; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director to the extent a Director is found liable for (i) breach of the Director’s duty of loyalty to the Corporation, (ii) an act or omission not in good faith that constitutes a breach of duty of the Director to the Corporation or an act of omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which the Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office, or (iv) an act or omission for which the liability of the Director is expressly provided by an applicable statute.
4.4 Directors’ Meeting.
- Place of Meetings. Regular or special meetings of the Board may be held at any place within the United States consented to in writing by a majority of the Board members.
- Meetings by Telephone. Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.
- Annual Meeting. The Board shall hold an annual meeting for the purpose of organization, selection of directors and officers, and the transaction of other business. Annual meetings of the Board shall be held in February or March.
- Special Meetings. Special meetings of the Board may be called by the president, or any two officers, or any three directors. Notice of the time and place of special meetings shall be given to each director by first-class mail, telephone, electronic mail or by facsimile at least 48 hours before the time set for the meeting.
- Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business.
4.5 Automatic Resignation.
A Board Member who has missed 3 consecutive meetings or mail votes in 3 separate occasions, without being excused by the Board or the President, will be ruled by the Board as having automatically resigned.
5.1 Officers of the Corporation. The officers of the 80-20 Educational Foundation shall be composed of a President, a Vice President, a Secretary and a Treasurer. The term of officers is two years.
5.2 Election of Officers. Officers shall be elected by the Board at its annual meeting..
5.3 Removal of Officers. Any officer of the 80-20 Educational Foundation may be removed from office by a two-third (2/3) vote of the Board of Directors.
5.4 Resignation of Officers. Any officer may resign at any time by giving written notice to the 80-20 Ed Foundation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the 80-20 Ed Foundation under any contract to which the officer is a party.
5.5 Responsibilities of Officers.
- President. The President shall:
- Act as representative and coordinator of all official functions of the 80-20 Educational Foundation and preside at all meetings
- Coordinate the functions and activities of various committees.
- Appoint, with approval of the Board, an officer in case of
- Appoint, with approval of the Board, the committee chairpersons.
- Invite advisors for the 80-20 Educational Foundation and for
- Serve as ex-officio member of all committees.
- Annually raise funds that are equal to or more than the annual total expenditure of this organization.
- Vice President. The vice President shall:
- Assume the responsibilities of the President when the latter
is unable to perform his/her duties.
- Serve as ex-officio member of all committees.
- Assist the President in fund-raising activities.
- Secretary. The Secretary shall:
- Be responsible for all documents, minutes and records of all
official meetings and activities of the 80-20 Ed Foundation.
- Assist the President in the preparation of all written materials.
- Assist the President in the planning of all meetings.
- Assist the President in fund-raising events.
- Treasurer. The Treasurer shall:
- Act as custodian of all funds of the 80-20 Ed Foundation.
- Disburse the funds of the 80-20 Ed Foundation under the supervision
of the President.
- Present financial report at each board meeting and immediately
prior to his/her resignation or termination of office.
- Assist the President in fund-raising events.
- Review by January 10 of each calendar year services that 80-20 EF pays a monthly or annual fee for; the Treasurer shall propose to the President to discontinue any such service that he or she deems to no longer be necessary, and with the consent of the President shall effect such discontinuation.
6. PROHIBITION ON USING PRINCIPAL
6.1 80-20 Educational Foundation, its Officers, directors, employees, agents or anyone else acting on its behalf shall not expend money from its principal in its bank and investment accounts. The principal plus interest and dividends of the previous years in each investment account is defined as the principal of that investment account in a new fiscal year, which is to begin on Jan. 1. The sum of the NET money amounts in all bank accounts on December 31 of each calendar year is defined as the principal of the bank account in the new fiscal year. Net Amount means the amount in the bank account after accounting for: 1) income that has been received, but has not yet been deposited or is being processed by the bank; and 2) incurred expenses that have not yet been processed by the bank.
6.2 Nor shall any expenditure from funds drawn from the interest or dividends of the above principal exceed four percentage points, if the President fails to raise funds equal to one particular year’s expenditure;
6.3 If the amount of money raised through fundraising, recruitment, or other activities during a given calendar year exceeds that year’s expenditure, the president may decide to have the surplus or parts of it entered as a part of the principal for the next year, and/or as a reserve for a rainy day in future years. If the decision is to “reserve”, this decision and the amount involved, verified by the Treasurer, must be reported to the Board no later than Jan. 15 of the new fiscal year.
6.4 The above prohibition may be suspended only upon an affirmative vote by four fifths of all directors of the Board;
6.5 This bylaws article shall terminate twenty years after its enactment, unless renewed by a majority of the Board.
7. MISCELLANEOUS PROVISIONS
7.1 Parliamentary Authority. Proceedings of
80-20 Ed. Foundation shall be governed by the current edition of Robert’s
Rules of Order Revised.
7.2 Fiscal Year. The fiscal year of 80-20 Ed.
Foundation shall be from January 1st to December 31st.
7.3 Financial decisions. Expenditures and investments
shall be made jointly by the Officers of the Corporation.
7.4 Checks, Drafts, Notes. Checks, drafts and notes in excess of $25,000.00, issued by 80-20 Ed Foundation, shall be signed by the Treasurer and the President.
If a Director, officer, employees or agent of the organization, or any testate or in testate successor thereof, is made, or threatened to be made, a party to any civil or criminal action of proceeding in any matter arising from his or her status in the organization or from the performance of his or her duties for or on behalf of the organization, then, to the fullest extent now or hereafter permitted by law, upon affirmative vote of the Board of Directors, a quorum of directors being present at the time of the vote who are not parties to the action or proceeding, the organization shall:
- advance to such directors, officer, employee, agent or successor thereof all sums found by the Board, so voting, to be necessary and appropriate to enable the Director, officer, employee, agent or successor thereof to conduct his or her defense, or appeal, in the action or proceeding; and
- indemnify such director, officer, employee, agent or successor thereof for all sums paid by him or her in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred, in connection with the action or proceeding, or appeal thereon, subject to the proper application of credit for any sums advanced to the Director, officer, employee, agent or successor thereof pursuant to cause (a) of this Article.
Upon the dissolution of the Corporation, the Board of Directors of the Corporation shall, after paying or making provision for the payment of all of the debts, claims and liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the code, as the Board of Directors of the Corporation shall determine.
New Bylaws may be adopted, or these Bylaws may be amended or repealed, by a 2/3 vote of approval by the Board.
Adopted June 22, 2018