CĐNVQGHK – Bylaw 2014

INTRODUCTION

Since the end of the Vietnam War in April 30, 1975, the Communist Party of Vietnam (CPV) has imposed a brutal dictatorship over the whole country. For many years after the war’s end, millions of people nationwide have had to flea en mass, by any possible means, to escape the communists: on the sea, across the borders, family reunification, and resettlement of former political prisoners… Those who were fortunate to reach the free countries have formed significant Vietnamese Communities, the largest of which have settled in states and cities throughout the United States.

Despite living in exile, we, the Vietnamese refugees, continue to reflect about our Fatherland and wish to restore freedom and democracy to our beloved country. Consequently, we continue to hold our national spirit in high regard and carry on our struggle against the Communists while rebuilding our lives, maintaining and promoting our cultural values in the new land.
Accordingly, Vietnamese Communities have been established throughout the US for the aforementioned purposes, and at the same time to provide mutual assistance in keeping our cultural values while blending into the new societies.
The Vietnamese American Community of the USA (VAC of USA), founded by 35 Local Vietnamese Communities in the U.S. in 1993, is a licensed nonprofit organization under Permit # 327 852 issued on July 19, 1993.
Because the old Bylaw’s shortcomings and limitations had hindered the Community’s operation, the 2009 General Assembly decided to have it amended and changed into the organizational structure of a Non Profit Corporation. The Amendment Drafting Committee was commissioned to write the 2014 Bylaw, as follows:

PART I: GENERAL PRINCIPLES

• The VAC of USA shall be a nationwide organization to establish interactions and collaboration with local Vietnamese Communities in the United States for important strategic activities bearing national and global implications.
• The VAC of USA shall respect Member Communities’ independence in political, societal, and cultural undertakings at the local level.
• The VAC of USA shall respect Democratic Principles and the U.S. laws in serving and protecting legitimate interests of fellow Vietnamese Americans.
• The VAC of USA shall not recognize, collaborate, or communicate with the Vietnamese Communist dictatorial regime in any form, under any circumstance.
PURPOSE

The VAC of USA shall:
• Develop a strong, cohesive, and prosperous Vietnamese community in the United States.
• Initiate and coordinate joint projects with member Communities for the purpose of developing and improving the lives of the Vietnamese Americans residing in the United, and living in harmony with other ethnic communities.
• Protect the legitimate rights within the legal framework and promote a sense of responsibility for the Vietnamese living in the United States, and share the Vietnamese common cultural, social, economic, and political values with the American people.
• Support and struggle alongside the inland Vietnamese People to dispel the Communist regime and to build an independent, free, and democratic Vietnam.
• Establish relation and cooperation with government agencies, charity institutions, and friendly organizations to exchange ideas on economic, educational, scientific, and social development and political aspiration, etc…, and to preserve our traditional Vietnamese culture abroad.
The following contents are the foundation for the VAC of USA. As amended, the Bylaw sets forth Guidelines to ensure the Community’s timely adaptation to inevitable trends, to create effective conditions for communal activities, and to build strength and credibility to serve the legitimate interests of our Expatriates as well as effective support for the Vietnamese People in the struggle to restore justice to Vietnam.

PART 2: BASIC ARTICLES

ARTICLE 1: TITLE
1.1 The legal and official name of the organization shall be “The Vietnamese American Community of the U.S.A.” and can be referred to simply as the “VAC of USA.”
1.2 The VAC of USA shall be a non-profit organization that operates within the US Law and that of the State in which the Community incorporates, and shall conforms to the rules and Guidelines defined by the Internal Revenue Service .

ARTICLE 2: GENERAL
2.1. Area of Operation: The VAC of USA’s area of operation shall encompass, but not limited to, the United States of America.
2.2. Time Limit: There shall be no time limit imposed on the existence and operation of the VAC of USA. As conditions warrant, the VAC of USA’s activities may be suspended or the VAC of USA itself may be dissolved.
2.3. Facilities: The VAC of USA shall work toward building offices and community centers, within its area of operation, sufficient to sustain its goals and activities. Depending on the situation, the VAC of USA can decide whether such offices and/or community center can be owned, rented, or leased.
2.4. Registered Office and Agent: The VAC of USA shall establish and continuously maintain a registered office and a registered agent in the State in which it incorporates. Legal documents shall follow the procedures required by that state’s laws for non-profit organizations. Registered agent may be an individual resident of the State, or a corporation authorized to transact business in the State.

ARTICLE 3: SYMBOLS, SEALS & LOGOS
3.1 Symbols: The official symbol of the VAC of USA and the Vietnamese-American community as a whole shall be the Vietnamese Cultural and Heritage Flag, which is yellow in the background with three red stripes in the middle. There shall be no alteration allowed for the symbol, as exhibited below:

 

3.2 Insignia: The VAC of USA’s Insignia is a round sphere consisting of the outermost white rim imprinted with two lines of words: ‘VAC of USA’ and ‘Cộng Đồng Người Việt Quốc Gia Hoa Kỳ’. The inner sphere is of sky-blue color imprinted with the Vietnam map in the center and the fluttering Vietnamese & American flags on either side, along with the acronyms VAC USA above and CĐNVQGHK below the map:

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ARTICLE 4: REGISTRATION
All VAC of USA’s activities shall follow the rules and Guidelines established by the State in which it incorporates and the Internal Revenue Service for non-profit organization.

ARTICLE 5: FISCAL YEAR.
A Fiscal Year shall be defined to be the period from January 01 through December 31 of each year.

ARTICLE 6: DISSOLUTION.
6.1. The VAC of USA’s activities may be suspended as conditions warrant. The VAC of USA may be dissolved based on recommendation from all members of the Board of Directors (BOD), or by a petition bearing the signatures of two-thirds (2/3) of all Member Communities.
6.2. Recommendation and/or petition to dissolve the VAC of USA shall be submitted to the Board of Directors, the Board of Executives (BOE), and the Supervisory Committee. The Board of Directors shall convene a special General Assembly within 90 days from the day the recommendation and/or the petition is/are received to discuss and vote. The recommendation and/or petition to dissolve shall become effective after being ratified by two-thirds (2/3) of the members present at the Special Assembly.
6.3. In the case of dissolution, the disposition of all VAC of USA’s properties, liabilities, and assets shall be determined by the Board of Directors.
6.4. All remaining VAC of USA’s properties and assets, after meeting all of the obligations, shall be given to other community-based non-profit organizations and/or charities operating in the USA. The specifics shall be decided by the Board of Directors.

PART 3: ORGANIZATIONAL STRUCTURE
CHAPTER 1: MEMBERS.

ARTICLE 1: CLASSIFICATION
‘Member’ is defined as being part of a gathering, an organization, or a unit. The VAC of USA shall consist of the following components: Member Communities and Cooperative Members.
Section 1. Member Communities: Member Communities are local Vietnamese Communities at the city and state levels that agree with this Bylaw, whose membership applications are approved by the Board of Directors.
Section 2. Cooperative Members are individuals and organizations who agree with the terms of the VAC of USA and actively work to advance its Purpose as described in this Bylaw, whose membership applications have been approved by the Board of Directors, and have met the following criteria:
2.1. Recommended, in official written document, by at least one member of the Board of Directors, and received the simple majority approval from the Board of Directors, or
2.2. Recommended, in official written document, by at least one Member Community and having this recommendation ratified by simple majority of the General Assembly.

ARTICLE 2: MEMBER COMMUNITY REGISTRATION
Section 1. Enrolment: To become a Community Member, the applicant must meet the requirements stated in Section 1 of Article 1, formally submit a registration form, and pay the registration fee, if applicable.
Section 2. Approval procedures: The Board of Executives shall review the registration form and make recommendation to the Board of Directors. If the application is approved, the applicant shall be informed of its membership. The Board of Directors shall comply with requirements prescribed in Section 3 of Article 3 below for the approval or disapproval of an application.
Section 3. Dues: Registration term and dues amount shall be set by the Board of Directors based on the financial condition of the VAC of USA.

ARTICLE 3: TERMINATION AND DISAVOWAL OF MEMBERSHIP
Section 1. Any Member Community and Cooperative Member may voluntarily terminate its (or his/her) membership by formally submitting a written letter of resignation to the Board of Directors.
Section 2. The VAC of USA shall have the right to terminate the membership of any member or disavow membership application of a candidate if this individual or organization:
2.1 Fails to pay registration fee or annual dues.
2.2 Deliberately or grossly violates this Bylaw.
2.3 The head of the organization commits a serious criminal offense.
2.4 Falsifies personal records.
2.5 Misuses the VAC of USA’s funds.
2.6 Abuses membership’s rights and privileges.
2.7 Involves in fascist and terrorist activities, and/or communist-sponsored organizations, or in such organizations and activities beneficial to Communism, Fascism, and/or terrorism.
Section 3. The Board of Executives shall submit the recommendation for membership termination or disavowal to the Board of Directors. After reviewing all the facts, the recommendation must be approved by a two-thirds (2/3) majority of the members of the Board of Directors consistent with the following processes:
3.1 Within 30 days after receiving the recommendation for membership termination or disavowal of membership application submitted by the Executive Committee, the Board of Directors shall convene a hearing with the Board of Executives, any witness, and the applicant.
3.2. Within 15 days after the hearing, the Board of Executives shall notify the applicant of its decision in writing. The notification must include the result and explanation of the decision, the explanation of the appeal process, and must be sent by certified mail.
3.3 The organization or individual whose membership is being denied or terminated has 15 days, after receiving the notification such decision, to appeal. The appeal must be made in writing and sent by certified mail to the Board of Directors via the VAC of USA’s official mailing address.
3.4. Within 15 days after receiving the appeal, the Board of Directors must convene a public hearing (using applicable technologies) before the Board of Executives and the Board of Directors, any witness, and/or the individuals representing the organization whose membership is being denied or terminated.
3.5. Via an absolute two-thirds (2/3) majority vote, the Board of Directors shall vote to uphold or to over-turn its previous decision. Within 15 days after the appeal hearing, the Board of Directors must notify the organization or individual, whose membership application is being denied or terminated, of its decision in writing via certified mail. The decision is final.
Section 4. All rights and privileges shall be revoked immediately upon the termination.
Section 5. Terminated member shall be held legally responsible for the VAC of USA’s properties and assets held while being a member, and for all the activities leading to the termination.
Section 6. Member whose membership has been terminated shall not be able to reclaim properties or assets he/she had contributed to the VAC of USA.

ARTICLE 4: RIGHTS AND PRIVILEGES
Section 1. General Right and Privileges:
All Members, regardless of classification, shall have the rights to:
1.1 Participate in the polling process and approval of amendments to the Bylaw, the election of Board of Directors, the approval, or rejection of the VAC of USA’s decisions.
1.2. Participate in all the VAC of USA’s activities or the VAC of USA-sponsored events.
1.3. Voice their opinions and submit their recommendations regarding the VAC of USA’s activities.
1.4. Receive the benefits and assistance provided by the VAC of USA, if available.
1.5. Receive other benefits and assistance because of the VAC of USA’s involvement with private enterprises and/or government – local, state, and federal agencies.
Section 2. Specific Rights and Privileges
Member Communities are entitled to self-nominating and proposing members to the Board of Directors, the Board of Executives, the Advisory Board, and the Supervisory Council of the VAC of USA. Cooperative Members have the rights to candidacy and nomination of other members to the Board of Executives, the Advisory Board, and the Supervisory Committee.

ARTICLE 5: RESPONSIBILITIES
Section 1. General Responsibilities:
All members, regardless of classification, shall:
1.1. Respect and uphold the VAC of USA’s Bylaw.
1.2. Encourage the essence of unity, cooperation, and tolerance within the VAC of USA and throughout the community as a whole.
1.3. Preserve and promote the Vietnamese traditional values and cultural heritage, and uphold the honor of the VAC of USA.
Section 2. Specific responsibilities:
All members, as capacity and other resources permitted are encouraged to:
2.1. Actively contribute to all aspects of the VAC of USA’s activities.
2.2. Participate in the efforts to involve other members in VAC of USA’s activities.
2.3. Attend the VAC of USA’s annual and Irregular General Assembly.
Section 3: Disclamation.
3.1. The VAC of USA is a non-profit, non-partisan, community-based organization.
3.2. Members of the VAC of USA have the right to join other non-communist groups as individuals.
3.3. General rights and privileges shall not be construed as legal obligations between the VAC of USA and its members, and may be applicable only when financial conditions permit.
3.4. Upon the Board of Directors’ approval, the VAC of USA may form formal working partnerships with other groups and organizations.

CHAPTER 2: ORGANIZATIONAL STRUCTURE

The VAC of USA is organized in accordance with the Non Profit Corporation model comprising the following structures:

ARTICLE 1: THE GENERAL ASSEMBLY
Section 1: Composition and Authority.
The General Assembly shall be the ultimate authority of the VAC of USA. The General Assembly composes of Member Communities and Cooperative Members attending the VAC of USA’s Plenum. Member Communities leaders may personally attend or nominate their representatives. Cooperative Members may exercise their rights only in person and cannot delegate its power to another representative.
Section 1B: Convening the General Assembly.
1B.1. The General Assembly may be convened in two ways: 1) the regular General Assembly shall be held annually by the Board of Executives, with the consent of the Board of Directors. The BOE shall send information concerning specific date, time, and location of the event to all members. 2) The irregular General Assembly shall be initiated by the Board of Executives, with the consent of the Board of Directors. The convening of the Irregular General Assembly will be discussed in Chapter 4.
1B.2. Announcement of the Convention shall be mailed to all Member Communities and Cooperative Members no later than 30 days prior to the date of the Annual General Assembly or Irregular General Assembly.
Section 2: Authority of the General Assembly.
The General Assembly shall have the power to:
2.1. Review and evaluate the activities of the VAC of USA during the past year and/or previous term.
2.2. Propose activities of the VAC of USA for the year and/or the next term.
2.3. Elect the Board of Directors – the standing group that directs the VAC of USA’s work in the period between the two General Assembly Elections.
2.4. Elect the Supervisory Committee, an agency responsible for monitoring and resolving disputes based on the VAC of USA’s Bylaw.
2.5. Evaluate and approve projects proposed by the Board of Directors.
2.6. Disallow the incumbent Board of Directors, the Board of Executives, and the Supervisory Board with the consent of two-thirds (2/3) of the Members present; establish a temporary structure, with the agreement of more than half of the participants, to undertake the tasks of the VAC of USA until the new Board of Directors is elected.

Section 3: Validity of the General Assembly’s Decisions
3.1. The General Assembly’s decision is in effect unless it is nullified in accordance with the existing procedures, or by a formal vote of the Annual Assembly or the Irregular General Assembly.
3.2. The General Assembly’s decision supersedes previous decision(s), and shall be the VAC of USA’s final resolution.

ARTICLE 2. BOARD OF DIRECTORS
The Board of Directors, elected by the General Assembly, shall be the governing body to lead, supervise, and control the business, budget, property, and affairs of the VAC of USA.

Section 1: Members
1.1. Total number of the Board of Directors’ members, always in odd numbers, may vary from 5 to 9 depending on the needs of the VAC of USA, including a Chairman, two Vice
Chairs (Internal and External Affairs), a Secretary, and a Deputy Secretary General. The number of the members shall not exceed nine (9) members.
1.2. The Board of Directors’ term shall be three years, beginning on the first day of the month following the election by the General Assembly, and ending on the last day of the month following the election of the new Board of Directors by the next General Assembly.
1.3. The Board of Directors’ members may serve at a maximum two (2) terms. This term limit may be changed with the approval of the two-thirds (2/3) majority vote by the Board Directors’ members and ratified by the inherent members via the two-thirds majority vote.
1.4. Members of the Board of Directors, except for the Chairmanship, may concurrently hold positions in the Board of Executives.
Section 2: Authority
The Board of Directors shall have the authority to:
2.1. Put forward programs and projects to the Board of Executives for implementation, as well as supervise and expedite all the work of the Board of Executives and the Supervisory Board in accordance with the General Assembly’s policy decisions and directions.
2.2. Appoint and dismiss the Board of Executives’ members.
2.3. Approve the accession of Cooperative Members, members of the Advisory Committee and legal counsels.
2.4. Ratify disciplinary measures recommended by the Supervisory Board based on its findings.
2.5. Approve all plans and policies regarding the relationship with government and private agencies, and other ethnic communities.
2.6. Assent to all working partnerships and policies regarding the relationship with other organizations.
2.7. Approve the allocation and distribution of the VAC of USA’s properties and assets.
2.8. Approve all Regular and Irregular General Assemblies.
2.9. Approve registration dues, fees, reinstatement registration, and registration disavowal and termination.
3.0. Approve any increase or decrease of the number of members proposed by the BOE.
Section 3: Responsibilities and Power of the BOD Principal Members
3.1. Chairman of the Board
3.1.1. Shall call and preside over all Board of Directors’ meetings.
3.1.2. Shall preside over all regular or irregular meetings of the VAC of USA’s three Boards.
3.1.3. Shall represent and speak on behalf of the VAC of USA, or designate another Principal Member to do so.
3.1.4. Shall represent the VAC of USA to sign all documents, or designate a Vice Chairman or another Member of the BOD to do so.
3.2 Vice Chairman of Internal Affairs:
3.2.1. Carries out the Chairman’s duties in case of his extended absence.
3.2.2. Leads and manages the internal affairs of the VAC of USA unless the Board of Directors appoints another of its members to do so.
3.2.3. Helps the BOD Chairman coordinate and prepare the Board of Directors’ meeting agenda.
3.3 Vice Chairman of External Affairs:
3.3.1. Concurrently assumes the responsibilities and the authorities of the Chairman and the Vice Chairman of Internal Affairs in case of the said persons’ extended absence.
3.3.2. Leads and manages the VAC of USA external affairs, unless the Board of Directors appoints another of its members to do so.
3.3.3. Helps the BOD Chairman coordinate the communication and exchange with government agencies and friendly organizations.
3.4 Secretary General:
3.4.1. Concurrently assumes the responsibilities of the Chairman and the two Vice Chairmen in case of the said persons’ extended absence.
3.4.2. Participates in, records, and files all the Board of Directors’ meeting minutes.
5.4.3. Coordinates and communicates with the Chairman and other BOD Members to carry out regular and irregular proceedings.
3.4.4. Manages all legal documents of the VAC of USA honestly and completely.
3.4.5. Manages all official communications and correspondence to and from the VAC of USA, including newsletter, websites, and press releases.
Section 4: Activities.
4.1 Activities of Board of Directors shall include regular meetings — at least once
quarterly — and irregular meetings. Regular meetings shall be open for observation to the Community Members and Cooperative Members in case their input is required.
4.2 The time, place, and agenda of the Board of Directors’ regular meetings shall be notified to the Community Members and cooperative members at least 15 days prior to the scheduled meeting date.
4.3 The time, place, and agenda of the Board of Directors’ irregular meetings shall be decided by the BOD Chairman and notified by the Secretary General. Members must be informed of the irregular meetings at least 24 hours in advance.
4.4 The quorum for all Board of Directors meetings – irregular and regular – shall be two-thirds (2/3) unless clearly specified otherwise within the Bylaw.
4.5. All Board of Directors meeting proceedings shall be recorded and filed by the Secretary General. The minutes shall record the presence and absence of all members. After missing three consecutive meetings without reason or six (6) consecutive meetings, even with reasons, a member shall be considered to have resigned and a replacement shall be initiated. If that member is the Chairman of the Board of Directors, the order of automatic succession to the Chairmanship shall be the Vice Chairman of Internal Affairs, the Vice Chairman of External Affairs, and the Secretary General, respectively. If both the Vice-Chairmen and the Secretary General are unable to assume the Chairman position, the Board of Directors shall call an Irregular General Assembly to elect another Chairman via a simple majority vote of the Members.
Section 5: Compensation
5.1 Members of the Board are volunteers who serve the community without compensation or allowances.
5.2 Reimbursement: If the budget allows, and with the approval of two-thirds (2/3) of the representatives and cooperative members present at the General Assembly, members of the Board of Directors may be reimbursed for meeting time and expenses incurred while carrying out the VAC of USA’s duties.
Section 6: Candidacy and Election.
To be addressed in the Election Chapter.

ARTICLE 3: BOARD OF EXECUTIVES
Section 1: General.
The Board of Executives (BOE) shall be established by the Board of Directors for three-year
Terms concurrent with that of the Board of Directors to carry out all tasks and policies issued by the General Assembly and the BOD.
Section 2: Standing Committee.
2.1. The BOE Standing Committee consists of five 5 positions: the Board of Directors shall select the Chairman, who shall nominate people for the positions of Vice Chairman of Internal Affairs, Vice Chairman of External Affairs, Secretary General, and Deputy Secretary General. The Committee must have the Board of Directors’ approval via a simple majority.
2.2. The Chairman of the Board of Executives shall establish committees to undertake specific tasks, and shall appoint capable individuals to fill other positions of the Treasurer and Heads of other committees such as Organization, Planning, Finance, Communications, and Human Rights. The appointees must be approved by the Board of Directors. The Chairman of the Board of Executives shall recommend the numbers of committee members depending on operational needs.
2.3 The Committees must work together to help achieve the guiding principles of the VAC of USA.
2.4. The Chairman of the Board of Executives, in external dealings, shall be the Chairman of the VAC of USA.
Section 3: The BOE Committees.
3.1. The Planning Committee: Responsible for research and making policy in order to maximize the capacity and long-term benefits of the VAC of USA. The main task of the Planning Committee is to increase internal resources, potential impact, and the performance of the VAC of USA.
3.2. The Finance Committee: Responsible for the preparation and implementation of financial plans, budget proposals, and drafting income and expense plan for the Board of Executives.
3.3. The Organizing Committee: Responsible for planning, drafting, and implementation of the community-development programs, including promoting the VAC of USA and appealing for the participation from local communities as well as esteemed organizations.
3.4. The Human Rights Committee: Responsible for establishing and implementing plans to provide opportunities for the VAC of USA to actively partake in the human rights movement, the struggle for freedom and democracy, and to effectively support the Vietnamese People’s domestic movements.
3.5. The Communications Committee: In charge of communication with the overseas Vietnamese to popularize the VAC of USA. In addition, the Committee shall focus the VAC of USA’s message on the inland Vietnamese to help them understand their fundamental rights, and to contribute positively to the movements against the Communist dictatorship.
Section 4: Authority.
4.1 The Board of Executives is the VAC of USA’s administrative organ responsible for implementing the approved business agenda under the guidance and supervision of the Board of Directors; managing activities, funds, assets, and internal matters of the VAC of USA.
4.2 The Board of Executives shall have the authority to draft and submit the VAC of USA’s Bylaw and its future amendments to the Member Communities for approval.
4.3 The Board of Executives shall have the authority to propose the VAC of USA’s strategic policy to the Board of Directors.
4.4. The Board of Executives shall have the authority to propose to the General Assembly ways and means to solve problematic issues in order to achieve the missions and goals of the VAC of USA.
4.5. The Board of Executive shall have the authority to implement emergency measures dealing with urgent, unusual, and extraordinary circumstances.
4.6. The Board of Executives shall have the authority to prepare and uphold the VAC of USA’s Operating Instruction.
4.7. The Board of Executive shall have the authority to approve plans and budgets proposed by the subordinate Committees, fundraising plans, and out-of-budget expenses.
Section 5: Authority and Responsibilities of the Board of Executives’ Principal Members.
5.1. Chairman of the Board of Executives.
The Chairman of the Board of Executives shall have the authority to:
5.1.1. Convene and preside over all of the Board of Executives’ meetings.
5.1.2. Represent the VAC of USA, when necessary and authorized by the BOD, to sign all documents, or appoint other Vice Chairman or another member of the Board of Executives to do so.
5.2 Vice Chairman of Internal Affairs:
5.2.1. Shall assume the Chairmanship duties in case of the Chairman’s extended absence.
5.2.2. Helps the Chairman of the Board of Executives coordinate and prepare the BOE monthly meetings.
5.3 Vice Chairman of External Affairs:
5.3.1. Shall assume the Chairmanship in case of the extended absence of both the Chairman and Vice Chairman of Internal Affairs.
5.3.2. Helps the Chairman of the Board of Executives coordinate the communication and exchange with government agencies and friendly organizations.
5.4 Secretary
The Secretary shall:
5.4.1. Assume the duties of the Chairman in case of the extended absence of the Chairman and the two Vice Chairmen of Interior and Foreign Affairs.
5.4.2. Attend, record, and file the meeting minutes of the Board of Executives.
5.4.3. Coordinate with the Chairman and the Executive Commissioners to hold regular and irregular meetings.
5.4.4. Honestly and fully file and update all BOE’s legal and administrative documents.
5.4.5. Manage all official documents to or from the Board of Executives, including flyers, websites, and press releases.
Section 6: Compensation.
6.1 Members of the Board of Executives are volunteers who serve the community without compensation or allowances.
6.2 Reimbursement: If the budget allows, and with the approval of two-thirds (2/3) of the Member Communities’ representatives and cooperative members present at the General Assembly, members of the Board of Executives may be reimbursed for meeting time and expenses incurred while carrying out the VAC of USA’s duties.

Section 7: Candidacy and Election.
Will be addressed in the Election Chapter

ARTICLE 4. SUPERVISORY COUNCIL
Section 1. Members
1.1 The Supervisory Council shall consist of three members, a Chairman, a Vice Chair, and a Secretary, who are elected by the General Assembly for a three-year term concurrent with those of the Board of Directors and Board of Executives.
1.2. The number of the Supervisory Committee’s members may increase or decrease depending on the needs proposed by all the incumbent Supervisors and approved by two-thirds (2/3) of the members present at the General Assembly.
1.3. The newly elected Supervisory Council shall take oaths agreeing to respect and maintain the terms of the Bylaw, and shall be committed to implementing fairly the prescribed responsibilities.
Section 2: Requirements.
Candidates to the Supervisory Council must meet with the following requirements:
2.1. Must be of Member Communities or a Cooperative Members who have been in good standing for at least one term with the VAC of USA as of the date of the candidacy or nomination.
2.2. Must be U.S. citizens of the Vietnamese descent currently residing in the USA, and at least 21 years old.
2.3. Must be of sound mind, impartial, and capable of conducting investigation and audits in a neutral manner.
2.4. Must totally comprehend the terms of this Bylaw and take oaths to protect and defend it.
Section 3. Responsibilities
The Supervisory Council shall:
3.1 Oversee the implementation of the VAC of USA’s Bylaw and conduct financial as well as operational audits.
3.2 Receive complaints, conduct investigations, maintain case records, and recommend appropriate disciplinary actions to the Board of Directors.
3.3. Review complaints regarding membership termination or disavowal of membership application.
3.4. SUPERVISORY COUNCIL Chairman’s Responsibilities.
The Chairman of the Supervisory Council shall:
3.4.1. Preside over all Supervisory Committee’s meetings and serve as the Supervisory Member of the Board of Directors.
3.4.2. Provide investigative Guidelines and apply disciplinary measures as needed.
3.4.3. Provide Guiding principle for all investigative reports.
Section 4: Authority.
The Supervisory Council shall:
4.1. Monitor the Board of Executives’ activities to ensure they are not contrary to the provisions of the VAC of USA’s Bylaw. If such a concern arises, the Supervisory Council shall issue warning to the involved party, and then recommend sanctions for all or each member of the Board of Executives.
4.2. Stop immediately any act or opinion contrary to the Anti-Communist views of the VAC of USA; impose disciplinary measures for serious violations.
4.3. Settle fairly and impartially all disputes within the VAC of USA upon receiving the complaints.
4.4. Conduct annual or unannounced audits, if necessary, of the operational and financial status of the VAC of USA.
4.5. Interpret and defend the Bylaw.
4.6. Oversee the use of VAC of USA’ properties and finance.
Section 5. Procedures.
The Supervisory Committee, upon receiving complaints of By-Law violations shall:
5.1. Initiate the investigation if requested by:
5.1.1. One or more Supervisors, or two-thirds (2/3) of the Board of Directors members.
5.1.2. Petition bearing signatures of at least 25% of the total Member Communities or 50% of the total Cooperative Members.
5.2. Suggest remedial measures or sanctions in accordance with the provisions of the Bylaw.
5.2.1 For serious violations, the Supervisory Council shall initiate procedures for the dismissal of the Chairman or the entire Board of Directors in accordance with procedures outlined in these Bylaw.
Section 6: Term.
6.1. The Supervisory Council members shall serve three years concurrent with the Board of Directors term, starting on the first day of the month following the election by the General Assembly and ending on the last day of the month the General Assembly select the new Supervisory Committee.
6.2. There shall be no term limit for Supervisory Council members.
6.3. When needed, the Board of Directors shall appoint another person to fill the open Supervisory Council position, or to replace a Committee Member via two-thirds (2/3) absolute majority votes from the Member.
6.4. The replacement member shall serve on Supervisory Council until the end of the term of the individual whom he/she replaced, or until the entire Supervisory Council are re-elected.
6.5. Members of the Supervisory Council may resign after having formally submitted a letter of resignation to the Chairman or Secretary General of the Board of Directors at least three (3) months in advance.
Section 7: Election
7.1. The Supervisory Council members shall be self-nominated or designated by Member Communities and elected by the General Assembly via direct and confidential plurality vote.
7.2. The Candidate receiving the highest number of votes shall be the Chairman of the Supervisory Committee. The Chair-elect of the Committee shall choose candidates receiving the next highest number of votes for the positions of Vice Chairman and Secretary of the Supervisory Council according to their ability.
7.3. If there were no candidate at the time of General Assembly, the Board of Directors shall entertain the idea of retaining the incumbent Supervisory Council or propose remedial measures.
Section 8: Disciplinary Measures
8.1 In unusual circumstances, the Board of Directors shall have the right to discipline, impeach, terminate, or replace a member of the Supervisory Committee, if this individual:
8.1.1 Deliberately violates or ignores this Bylaw.
8.1.2 Commits a felony or misdemeanor involving ethical matter and dignity.
8.1.3 Falsifies personal records.
8.1.4 Fails to carry out duties
8.1.5 Misuses public funds.
8.1.6 Abuses power.
8.1.7 Involves in fascist and terrorist activities, and/or communist-sponsored organizations, or in such organizations and activities beneficial to Communism, Fascism, and/or terrorism.
8.2 The due process of determining and applying disciplinary to a member of the Supervisory Council member shall be as follows:
8.2.1 All complaints shall be formally submitted to the Board of Directors.
8.2.2 Within 14 days after receiving the complaint, the Board of Directors shall convene a closed hearing with the charged Supervisory member and any witness deemed appropriate to review the charge. Via a two-thirds (2/3) majority vote, if the Board of Directors found the complaint valid, it shall temporarily suspend the charged Supervisory member from the VAC of USA’s duties.
8.2.3 Within 14 days after the closed hearing, the Board of Directors shall convene to determine and vote on the disciplinary measure, which shall include written private warning, written public warning, temporary suspension, or termination. The disciplinary measure must be determined and agreed upon by two-thirds (2/3) absolute majority vote. The Board of Directors shall inform the charged Supervisory member and the complaining party of its decision via certified mail.
8.2.4 At any time during this due process, if the Board of Directors found the charge not valid, it shall immediately notify the complaining party of its finding. The Board of Directors has the right to delay its decision until a complete investigation is completed. The Board of Directors shall take no more than 90 days to complete a resolution to any complaint. If disagreeing with the Board of Directors’ finding, the complaining party or the defendant shall have the right to appeal or call for an Emergency Assembly.
8.2.5 If an Irregular Assembly is legally called, via two-thirds (2/3) majority vote, the decision of the members present at the General Assembly shall be final and shall be published.
8.3 All rights and privileges shall be revoked immediately upon termination.
8.4 The terminated Supervisory member shall be held legally responsible for the VAC of USA’s properties and assets held while being a Supervisory Member, and for all of his/her activities leading to the termination.
8.5 A Supervisor who has been terminated shall not be able to withdraw properties or assets he/she had contributed to the VAC of USA.
Section 9: Management.
9.1. The Supervisory Council shall meet at least once quarterly, or as regularly as needed, to review ongoing or propose new investigations. With the exception of highly unusual cases, an investigation shall last no more than three months.
9.2. All findings and recommendations must be turned over to the Board of Directors.
9.3. Copies of the Supervisory Council meeting records shall be provided to the Secretary General of the Board of Directors for safekeeping.

ARTICLE 5: ADVISORY COUNCIL
The Advisory Council advises the Board of Executives in planning and uses its influence to help the VAC of USA achieve its goals.
Section 1: The Board of Executives recommends qualified people who are familiar with the VAC of USA’s activities to fill the Advisory Council positions. The Board of Directors shall review and accept the appointees individually, or the Advisory Council as the whole.
Section 2: The Advisory Board shall comprise between five (5) and nine (9) members who are not necessarily members of the Vietnamese Communities in the United States. Members of the Advisory Council must meet the following criteria:
2.1 Supportive of the VAC of USA’s purpose.
2.2 Virtuous and creditable.
2.3 Knowledgeable, resourceful, and able to help the VAC of USA achieve its goals.
Section 3. Responsibilities.
Members of the Advisory Council are expected to carry out the following duties:
3.1. To serve on the BOD Planning Committee.
3.2. To advise the Board of Directors on matters relevant to other Committees’ objectives.
3.3. To function as the ambassadors of the VAC of USA.
Section 4. Authority
The Advisory Council functions only as an advisory body to the VAC of USA with no decision-making authority. The Council may be invited to attend meetings of the Board of Executives, partake in and offer suggestions to the General Assembly, but without the voting right.
Section 5. Term Limit, Replacement, and Addition
5.1 The term of the Advisory Council members concludes at the end of the term of the Board of Executives unless the Advisory Council members are reappointed by the newly elected BOE.
5.2 The Board of Executives shall have complete authority and freedom to replace or add on any members of the Advisory Council.
Section 6. Disciplinary action:
No disciplinary measures applied to the members of the Advisory Council except for termination of duties by the Board of Executives.

CHAPTER 3: PROCEDURES FOR CANDIDACY, NOMINATION, ELECTION, AND VOTING.

This chapter encompasses two parts: Man Power and the VAC of USA’s important decisions. Depending on the importance, selection of members or decisions shall be made by direct and confidential votes of the members present and absent member’s valid authorizations via one of the two following methods:
• Simple majority in which the choice is made with over 50 % of the valid votes.
• Absolute majority requires at least two thirds (2/3) of the valid votes.

ARTICLE 1: HUMAN RESOURCES, CANDIDACY, AND NOMINATION
Section 1: Candidate Eligibility and Nomination
To be eligible for the offices of the Board of Directors, Board of Executives, and Supervisory Board, candidates must meet the following conditions:
1.1. Must be official representatives of Member Communities at the Chairman or Vice Chairman Levels, or Cooperative Members who have been with the VAC of USA’s Boards for at least one term as of the Election Day.
1.2. Must be U.S. citizens of the Vietnamese descent, over 25 years of age by the Election Day.
1.3. Must be able to speak, read, and write fluently in Vietnamese and in English.
1.4. Must be without criminal records or being under criminal prosecution.
1.5. Must pledge not to travel to, nor to have business dealings with Vietnam while serving the VAC of USA.
Section 2: Candidacy and Nomination Procedures:
2.1. Candidates running for positions of the Board of Directors and the Supervisory Council shall do so as individuals. Candidates are encouraged to send candidacy applications to the Incumbent Board of Directors (at this time, 2014, the Board of Representatives) three months before Election Day Conference.
Depending on the decision of the General Assembly, the Plenum must elect:
1 – One (01) Chairman of the Board of Directors.
2 – Two (02) Vice Chairman of the Board of Directors.
3 – One (01) Secretary General of the Board of Directors.
4 – One (01) Deputy Secretary General.
5 – From One to Four (01 to 04) Board of Directors member(s)
2.2. The Board of Directors shall elect one person among the members of the BOD to the position of the Board of Executives Chairman, who shall pick candidates for the Vice Presidents, Secretaries and Treasurer Positions. The whole Board of Executives must be approved by the BOD. The BOE Chairman shall invite others to assume the Committee Heads.
2.3. Candidacy application must be sent to the Incumbent Board of Directors at least two months before the General Assembly, with full names, address, phone number, personal history, and political stance. The incumbent Board of Directors shall review the candidacy application; make proper recommendations to the candidate before declaring the approval or disapproval decision. This process shall be done via teleconference, Paltalk, or the email group.
2.4. Applicants must testify to the fact that he/she has never had business dealings in Vietnam, and make commitment not to travel to Vietnam during the term, if elected.
2.5. In case there is no candidate, Member Communities’ representatives shall make nomination at the General Assembly. If no one accepts the nomination, the General Assembly shall retain the current Board of Directors until the next General Assembly, or come up with remedial measures.
2.6. The elected Boards, Committee, and Council shall take oaths agreeing to respect and uphold the terms of the Bylaw, and shall be committed to fulfilling the assigned responsibilities
Section 3: BOD Election Procedures
The General Assembly shall select three people from delegates attending the Conference to form the Election Committee, including a chief of the Committee, a Registrar, and a Secretary. The Election Committee shall review the validity of the candidate or the nominee; the General Assembly shall conduct the election as follows:
3.1. The Election Committee shall articulate the Bylaw’s provisions concerning the candidacy and the election in the aforementioned of Section 1 and 2.
3.2. The Candidates or nominees shall introduce themselves to the General Assembly; briefly present their profiles and their possible contribution to the VAC of USA.
3.3. The Representatives may ask the candidates questions concerning their views, positions, and directions. Intruding enquiries about private life shall not be permitted.
3.4. The ballot shall be direct and confidential.
3.5. The General Assembly shall in turn elect the Chairman, the Vice Chairman of Internal Affairs, the Vice Chairman External Affairs, the Secretary General, and four other BOD members.
Section 4: Balloting Rights:
4.1. Each official representative of Member Communities or Cooperative Members may cast only one vote, regardless of the number of people each delegate brings to the General Assembly.
4.2. Each Member Community at State level or cities with the Vietnamese population of 50,000 or more may cast two votes.
4.3. Each incumbent Member of all the Boards, Committee, and Council is entitled to one vote. If authorized by the absent Member Community residing in the same State, the incumbent member may represent only one absent Member Community and may cast one additional vote.
4.4. Each Representative, in addition to representing his/her organization, if properly authorized by an absent Member Community of the same State, may have one vote for his/her organization and one vote for the said Community. He/she can be authorized by only one organization beside his/her own one.
4.5. Cooperative Members must be present at the Assembly to cast vote, and may neither authorize anyone else nor be authorized by other members to do so.
Section 5: Elect Requirements
5.1. Candidates who receive simple majority, with no complaints from others, shall become officially elected upon the General Assembly’s approval.
5.2. The new Board of Directors, Board of Executives, and the Supervisory Council shall present themselves before the General Assembly, and take their oaths before the Fatherland’s Altar.

ARTICLE 2: ACCEPTANCE / REJECTION
Ratification, acceptance, or rejection of proposals by the members or the Boards shall be carried out as follows:
Section 1. Board Member or the Chairman shall present his/her proposal, along with its impact analysis, to the General Assembly.
Section 2. The General Assembly shall discuss and analyze the pros and cons, and invite the promoter to respond to inquiries.
Section 3. The General Assembly shall approve or disapprove such proposal via a simple majority vote.

CHAPTER 4: GENERAL ASSEMBLY

There are two types of General Assembly: The Annual and the Irregular.

ARTICLE 1: GENERAL CONCEPT
Section 1. The General Assembly comprising Member Communities and Cooperative Members shall have the authority to decide all matters concerning the VAC of USA’s Bylaw and the elected officials, and to resolve all conflicts consequential on the VAC of USA’s activities.
Section 2: The General Assembly shall consist of all participants, but only members of all the Boards, Inherent Member Communities, and Cooperative Members may vote in accordance with the terms prescribed in Article 1, Chapter 1 of this By-Law.

ARTICLE 2. ANNUAL GENERAL ASSEMBLY
The Annual General Assembly shall be held every year. The specific date, time, and place, or any change to the timetable of the General Assembly shall be determined by the Board of Directors, in consultation with the Election Committee, to accommodate the election of the Board of Directors. The annual General Assembly at the end of the terms of all the Boards, Committees, and Council shall be the Plenum to elect people for the new terms.
Section 1. The Board of Executives shall confer with the Board of Directors to prepare the Annual General Assembly’s agenda, which shall consist of, but not limited to, the followings:
1.1. Summarization of past year’s activities, financial activities, and achievements.
1.2. Discussion and ratification of By-Law amendments, if any.
1.3. Election of the members of the Boards, Committee, and Council.
1.4. Discussion and ratification of plans and budget.
Section 2. Invites to the Regular General Assembly shall be mailed to all Member Communities and Cooperative Members no later than 30 days prior to the opening date of the General Assembly.

ARTICLE 3. IRREGULAR GENERAL ASSEMBLY
Section 1 An Irregular General Assembly shall only be called under the following conditions:
1.1. To suspend all Community’s activities or to dissolve the VAC of USA.
1.2. To deal with events endangering and threatening the survival or the guiding principles of the VAC of USA and its members.
1.3. Must have reason(s) deemed necessary by two-thirds (2/3) of the members of the Board of Directors or one-fourth (1/4) or more of Member Communities.
Section 2. Time, location, notification, and agenda.
2.1. The Board of Executives shall inform all Member Communities and Cooperative Members of the time and location, once decided by the Board of Directors, at least 30 days prior to the assembly. Notification may be sent via postal service or emails.
2.2. The Board of Executives must take all efforts to update all Member Communities and Cooperative members of the Irregular Assembly in a timely manner.
2.3. The agenda for the Irregular General Assembly must have the Board of Directors’ approval, and must clearly and specifically state that it is only to address the important and unique issue.

ARTICLE 4: BALLOTING RIGHTS AND RATIFICATION.
All official representatives of Member Communities and Cooperative Members may cast vote. Each representative may represent only one inherent Member. Each local Member Community representative may cast one vote for smaller city, and two votes for city with a Vietnamese-American population of 50,000 or greater. Each state-level Member Community is entitled to two votes.
4.1 Cooperative Members must be present at the General Assembly to cast vote.
4.2 Each Representative of the Member Community or Cooperative Organization shall cast one vote, and at most two votes if holding two or more positions.
4.3. Each Community Member Representative may be authorized by another Member Community of the same state (just one, and the absent Member Community’s authorization must be presented to the General Assembly) to cast its vote
4.4. A Cooperative Member may not represent another Cooperative Member.

ARTICLE 5: FACILITATION
Section 1. The General Assembly shall be facilitated by a presiding board consisting of the representatives selected by the General Assembly on the opening day.
Section 2. The Secretary General of the Board of Executives shall be responsible for organizing the Presiding Board.
Section 3. Members of the Presiding Board may be any of the official delegates from Member Communities or Cooperative Members.
Section 4. The Secretary General of the BOE, or if necessary any other member of the Board of Directors, may be appointed by the Presiding Board to record the proceedings.

ARTICLE 6: QUORUM
Section 1. Once legally formed, the General Assembly shall have a minimum quorum of more than half of the total Member Communities to be considered valid.
Section 2. Once the General Assembly is legally formed and carried, all the General Assembly’s decisions shall constitute the will of all the Members and be considered lawful and valid.
Section 3. Members attending General Assembly shall vote and ratify by plurality principle except where otherwise specified by provision/clause of this Bylaw.

CHAPTER 5: DISCIPLINARY MEASURES

ARTICLE 1: GENERAL
In unusual circumstances, the VAC of USA shall have the right to discipline, impeach, terminate, or replace any member of the Board of Directors, the Board of Executives, and the Supervisory Committee, including the respective Chairman, if this individual is involved in:
• Deliberately violating or ignoring this Bylaw.
• Participating in activities that benefit the Communists such as liaison with Vietnamese Communist officials, distribution of printed materials and news abetting Communist propagandas.
• Committing a serious criminal offense or misdemeanor involving moral dignity.
• Falsifying personal records.
• Failing to carry out the duties
• Misusing VAC of USA’s funds.
• Abusing power.
• Fascist and terrorist activities, and/or communist-sponsored organizations, or in such activities and organizations beneficial to Communism, Fascism, and/or terrorism.

ARTICLE 2: DISCIPLINARY PROCESS
The due process of determining and applying disciplinary measures to a member of the Boards and Committee shall be as follows:
2.1 Individuals who have been accused of violation have the right to complain. All complaints shall be properly filed with the Supervisory Council via proper means and shall be acknowledged by the Supervisory Committee.
2.2 Within 14 days after receiving the complaint, the Supervisory Council shall convene a closed hearing with the charged member and any witness and evidence deemed appropriate to review the charge. Via two-thirds (2/3) majority vote, if the Supervisory Council found the complaint valid, it shall suspend the accused member from the VAC of USA’s duties.
2.3 Within 14 days after the closed hearing, the remaining members of the Board of Directors (excluding the suspended Member) shall convene with the Supervisory Council to discuss the Committee’s recommendation of the disciplinary measure, which shall include written private warning, written public warning, suspension, or termination. The disciplinary measure can only be decided upon by two-thirds (2/3) absolute majority vote of the Board of Directors, which shall inform the charged Member and the complaining party its decision using certified mail.
2.4 At any time during the review period, if the Supervisory Council or the Board of Directors found the charge unsubstantiated, the Supervisory Council shall immediately notify the complaining party of its finding.
2.5 If an Emergency Assembly is legally called, the decision of two-thirds majority of members present is final and shall be officially published through any possible medium.

ARTICLE 3. VALIDITY
3.1. All of the member’s rights and privileges shall be revoked immediately upon termination.
3.2. Terminated member shall be held legally responsible for the VAC of USA’s properties and assets held while being a member, and for all the activities (if any) leading to the termination.
3.3. Members who have been terminated shall not be able to reclaim properties and assets he/she had contributed to the VAC of USA.
3.4. The replacement and addition of members shall conform to the Guidelines set forth in Chapter 2, Article 2, and Section 3 of the Bylaw.

CHAPTER 7: AMENDMENT

ARTICLE 1: AUTHORITY TO PROPOSE AMENDMENT.
1.1. Due to the changing circumstances and political needs, Members may propose amendments to the Bylaw, in part or in whole.
1.2. If the changes involve only in form, grammar, terminology usage etc., the Board of Executives shall review and change accordingly, then simply inform the Board of Directors and the Members.
1.3. The proposed amendment(s) to the Bylaw must be submitted to the Board of Executives with detailed explanations and the proposed changes. The Board of Executives shall submit the proposal(s) to the Board of Directors for review.
1.4. If the Board of Directors deems the proposed amendment is within its responsibilities and powers, the Board of Executives shall study the proposed amendment. If found feasible, the Board of Executives shall submit the proposal to the Board of Directors for approval and notification to all members.
1.5. If the proposed amendment involves the VAC of USA’s operational methods, views, positions, or changes in organizational structure and structural functions, this proposed amendment shall be presented at the forthcoming Annual General Assembly. The General Assembly shall decide via the absolute majority votes (two-thirds (2/3) of the official delegates).
1.6. If the proposed Amendment is approved, the General Assembly shall create a Bylaw Amendment Drafting Committee and set the time for the completion of the new Bylaw Draft.
1.7. The Amendment Drafting Committee must complete its work no later than 3 months before the next Annual General Meeting in accordance with the timetable prescribed in Article 2 below.
All provisions and clauses in this Bylaw may be amended except Section 3.1 of Part 2 and this very clause.

ARTICLE 2: AMENDMENT DRAFTING COMMITTEE
2.1. The Amendment Drafting Committee shall consist of at least three members working with the Board of Executives to rewrite the Bylaw according to the proposal approved by the General Assembly.
2.2. The Amendment Drafting Committee must send the Bylaw Draft to the Board of Executives for consultation at least 5 months prior to the next Annual General Assembly.
2.3. The Board of Executives has one month to read and make necessary changes or additions, and then send the Bylaw Draft to all Members for further review and consultation for two months.
2.4. After compiling the Members’ suggestions, the Amendment Drafting Committee shall prepare the final Amendment Draft and send it to all Members via all possible means.
2.5. At the VAC of USA’s General Assembly, the Amendment Drafting Committee shall submit the new Bylaw Draft to the General Assembly for approval. The Amendment Committee shall read only the highlighted the main parts, not the entire Bylaw, to the General Assembly for adoption because all Members have already been informed and consulted earlier.
2.6. Once adopted, the new Bylaw shall take effect immediately after the conclusion of the General Assembly.

Both the Vietnamese and English versions of this Bylaw are essentially the same in content and authenticity. However, if there should arise a contradictory interpretation, the Vietnamese version shall have the deciding authority.

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