WA SUNG COMMUNITY SERVICE CLUB
AND
WA SUNG CHARITY FUND
BY-LAWS

(Revised March 2007)

I. NAME

The name of the nonprofit organization is the Wa Sung Community Service Club (Club). The Club serves as trustee for the Wa Sung Charity Fund (Fund).

II. PRINCIPAL OFFICE

The principal office for the Club is in the City of Oakland, County of Alameda, and State of California.

III. PURPOSE

The purpose of the Club is to provide charitable and educational services for the Asian Community. The Club promotes understanding, goodwill and friendship among citizens of the East Bay.

IV. MEMBERSHIP

  1. Membership shall be limited to persons at least eighteen (18) years of age, of good moral character, and who are interested in promoting the goals and objectives of the Club.
  2. The Club shall have three (3) classes of Membership: Active Membership, Life Membership and Honorary Membership.

    1. Active Membership in the Club is an Active Member in good standing that shares in the Club interests and holds all rights and privileges of the Club. Active Members shall have the right to vote on all matters submitted to the vote of the membership.
    2. Life Membership is for:
      1. Any Active Member in good standing for a minimum of ten (10) continuous years and has reached the age of sixty-two (62) years or over.

        or

      2. An Active Member in good standing for a continuous period of twenty-five (25) years at any age. (Footnote 1)

      An Active Member in good standing shall submit an application to the Membership Committee Chair. In addition, an Active Member in good standing may nominate another member for Life Membership by submitting a similar application to the Membership Committee Chair. When reviewing an application, the Board shall consider that Life Membership is the highest honor the Club can give to one of its Members and is not based solely on length of Membership and age, but on said Member's contributions to the Club. Life Members shall hold all rights and privileges of the Active Membership without payment of annual membership dues to the Club. (Footnote 2)

    3. Honorary Membership is for any person who has done outstanding public service for the Club and has never been a Member of the Club. An Active Member in good standing may nominate the person for Honorary Membership by submitting an application to the Membership Committee Chair. Honorary Members shall hold all rights and privileges of Active Membership except to vote and hold office, without payment of annual membership dues and initiation fee.

V. MEMBERSHIP ADMISSION

  1. Anyone seeking admission as Active Membership to the Club shall submit an application. An Active Member in good standing must sponsor the person. The procedure for admission to membership is as follows:

    1. The applicant shall submit an application with the appropriate initiation fees and annual membership dues to the Membership Committee Chair.
    2. The Membership Committee shall review and consider each application and shall make a recommendation to the Board.
    3. Each application with the recommendation of the Membership Committee shall be presented to the Board for final action at a Board Meeting. An applicant for admission to Active Membership will require a majority vote approval of the Board Members present at a Board meeting.
  2. An applicant for admission to Life Membership will require a majority vote approval of the Board Members present at a Board Meeting.
  3. An applicant for admission to Honorary Membership will require a majority vote approval of the Board Members present at a Board Meeting.

VI. MEMBERSHIP DUES

  1. Active Members shall pay annual membership dues, effective January 1 of each calendar year. The Board shall set the annual membership dues. The effective date of any change of annual membership dues increase shall be January 1 of the calendar year following approval. Beyond the annual membership dues for the first year, each new applicant for Active Membership shall pay a one-time initiation fee of 50% of annual membership dues or as established by the Board. Spouses of Active Members shall pay annual membership dues of 50% of annual membership dues and are exempt from the initiation fees.
  2. Life Members shall pay no annual membership dues. Honorary Members shall pay no annual membership dues or initiation fees.
  3. A former Active Member in good standing may apply for reinstatement. A reinstatement fee of 50% of annual membership dues shall accompany an application to the Membership Committee Chair, with the annual membership dues for the calendar year.

VII. MEMBERSHIP TERMINATION

  1. Membership shall continue during the life of the Club unless ended by one or all of the following actions:

    1. An Active Member may resign from the Club by submitting a letter of resignation to the president.
    2. The Membership Committee Chair shall notify Active Members who are delinquent in payment of annual membership dues after March 31 of each calendar year. For those Members who do not pay their annual membership dues by June 30, the Membership Committee Chair shall notify those Members that the Club has terminated their membership.
    3. In a case of disciplinary action, the Board may suspend or expel a Member for cause for gross disciplinary violation of Club policies and procedures.
  2. The procedure for rendering disciplinary action for the Club is as follows:

    1. If a Member files a charge against another Member for a disciplinary violation of policies and procedures of the Club, the person shall submit a letter of complaint to the President.
    2. At a special Board Meeting for a hearing, the Board shall meet for a hearing. The Board shall meet to review and investigate the complaint, including interviews of the involved parties, testimonies of witnesses, and review of evidence.
    3. The Board shall impose disciplinary action upon a Member by a majority vote approval of the Board Members present at a special Board meeting.

VIII. MEMBERSHIP MEETINGS

  1. The Club shall hold regular membership meetings (general meetings) of the Club on the First Thursday of every month, at a time and place fixed by the President and by a majority approval of the Board Members present at a Board meeting. A minimum of ten (10 Members must be present to form a quorum to conduct business at a general meting.
  2. The President may call special meetings of the membership.
  3. The President may change a date for any general meeting by a majority vote approval of the Board Members present at a Board meeting.

IX. OFFICERS AND DIRECTORS

  1. The elected Officers of the Club shall consist of the President, Vice President, Secretary, Newsletter Editor, Treasurer and Social Director.
  2. The Executive Board (Board) of the Club shall consist of the six (6) elected Officers, the eleven (11) elected Directors, and the immediate Past President, for a total of eighteen (18) Members. In addition, there shall be an Advisor to the Board.

X. DUTIES OF OFFICERS AND DIRECTORS

  1. The President shall preside at all meetings of the membership and the Executive Board as Chief Executive Officer. The president shall appoint all standing and ad hoc committees. The President shall act as the ex-officio member of all committees except the Nominations Committee and the Perpetual Scholarship Fund Committee. The President shall oversee all events and activities of the Club. The Board may assign other duties to the President.
  2. The Vice-President shall perform duties of the President in the absence of the President. The Vice-President shall coordinate development of the community service projects, fund-raisers, charities, and membership activities. In addition, the Vice-President shall serve as an ex-officio Trustee of the Perpetual Scholarship Fund Committee, during the term of office. The Vice-President shall prepare the budget for the Administration Fund and Charity Fund. The Board may assign other duties to the Vice-President.
  3. The Secretary shall keep all records, except financial records, record the minutes of all Board meetings, maintain a list of all standing and adhoc committees, and write all external correspondence. At the end of each calendar year, the Secretary shall prepare and cause to be permanently bound Corporate records for the preceding year. Such bound records shall include:

    1. Meeting notices and Minutes of Board Meetings.
    2. Monthly newsletters and other notices sent to Members (supplied by the Newsletter Editor).
    3. Membership application forms received during the year.
    4. Financial records, including final approved budget, Year-end financial statement and tax returns for year (supplied by the Treasurer).
    5. A copy of the current membership roster.
    6. A copy of the Community Directory (bound as required by size of volumes).
  4. The Newsletter Editor shall edit the monthly newsletter for membership, including announcements and General Meeting notices. The Newsletter shall also maintain the Club's mailing list and membership roster.
  5. The Treasurer shall receive all monies and keep all financial records. The Treasurer shall provide quarterly financial reports at the Board Meetings and prepare an annual financial statement.
  6. The Social Director shall coordinate the development of the social activities of the membership at General Meetings.
  7. The Directors shall provide leadership to the membership and give direction on policies and procedures of the Club. The President will assign tasks, including committee chairs, to Directors.
  8. The Past President shall advise the President.
  9. Executive Board (Board) is in charge of the general management of the Club.
  10. Advisor to the Board shall advise the Board as to goals and objectives and policies and procedures of the Club. The advisor to the Board shall have no vote.

XI. ELECTION OF OFFICERS AND DIRECTORS

  1. Any Active or Life Member in good standing who has served in one (1) or more of the Club committees and has been a Member at least one (1) year meets the qualifications to serve as an Officer or Director of the Board.
  2. All Officers shall be elected to a term of one (1) calendar year. Directors shall be elected to a term of two (2) calendar years. Six Directors shall begin their term during an odd calendar year. Five Directors shall begin their term during an even calendar year. They begin their term on January 1.
  3. The President shall appoint a Nominations Committee of two (2) Members by a majority approval of the Board Members present at the August Board meeting. The Nominations Committee shall nominate one (1) or more qualified candidates for each vacant office. The President shall advise membership about the Nominations Committee at the September General Meeting. The Nominations Committee shall present the nominees to the membership at the October General Meeting.
  4. Members will nominate the candidates to serve as Officers and Directors of the Club for the next calendar year at the October General Meeting. A Member may be on the ballot for only one office during any election.
  5. At the November General Meeting for the election, Active and Life Members in good standing who are present at the general meeting are eligible to cast their votes for the candidates. There is no voting by proxy.
  6. The procedure to elect the successful candidate for each office is as follows:

    1. A majority of the votes shall elect the Officers. ON the initial ballot, if no candidate receives a majority vote, a runoff between the two (2) top vote getters will decide the successful candidate.
    2. The highest number of votes, based upon the number of vacancies (five or six), shall elect the Directors. In case of a tie, a runoff will decide the successful candidate.
  7. The membership shall install elected Officers and Directors at the January general meeting.
  8. The new President shall appoint an Advisor to the Board by a majority vote approval of the Board Members present at the January Board meeting. The qualification for the Advisor to the Board shall be any Active or Life Member in good standing who has previously served as an elected Officer or Director and has been a Member of the Club for at least two (2) years. The Advisor to the Board shall serve a term of one (1) calendar year.

XII. REMOVAL AND VACANCY OF OFFICER OR DIRECTOR

  1. The Board may remove any Officer or Director when it is in the best interest of the Club by a majority approval of the Board Members present at a Board meeting.
  2. In case of a vacancy during the calendar year, the President shall appoint an Active or Life Member in good standing to fill the remaining term of the office. The Board shall confirm the appointment by a majority vote approval of the Board Members present at a Board meeting.

XIII. MEETINGS OF EXECUTIVE BOARD

  1. The Club shall hold Executive Board meetings (Board meetings) on the second Thursday of every month, at a time and place fixed by the President by a majority approval of the Board Members present at a Board meeting. A majority of the Board Members must be present to form a quorum to conduct business at a Board meeting.
  2. The President, at discretion, may call special meetings of the Board.
  3. The President may change the date for any Board meeting by a majority vote approval of the Board Members present at a Board meeting.

XIV. APPOINTMENT OF COMMITTEE CHAIRS

  1. The President shall appoint a Club Historian and chairs to standing and ad hoc committees by a majority vote approval of the Board Members present at the January Board meeting. The committee chair will serve a term of one (1) calendar year.
  2. At the February general meeting, the President shall announce chair appointments of standing and ad hoc committees.
  3. The committee chairs shall select members to serve on their respective committees. The committee chairs and respective committee members will serve at the pleasure of the President.

XV. STANDING AND AD HOC COMMITTEES

  1. The standing committees are: Budget, Audit, Membership, Membership Welfare, and Perpetual Scholarship Fund.
  2. As the need occurs, the President shall authorize ad hoc committees by a majority vote approval of the Board Members present at a Board meeting.

XVI. MONIES OF ADMINISTRATION FUND AND CHARITY FUND

  1. The Club shall deposit or invest all monies under the Administration Fund and Charity Fund in commercial banks insured by Federal Deposit Insurance Corporation by majority vote approval of the Board Members present at a Board Meeting. The commercial banks may hold the monies as cash, money market fund or certificate of deposit.
  2. The Board shall approve all disbursements (except the Perpetual Scholarship & Special Projects Fund) by a majority vote approval of the Board Members present at a Board Meeting.
  3. The Board shall approve authorized signatures to withdraw monies from a commercial bank by a majority vote approval of the Board members present at a Board meeting. Any withdrawal of monies of more than $500 from any account shall require a minimum of two (2) authorized signatures. (Footnote 3)

XVII. ACCOUNTS OF ADMINISTRATION FUND AND CHARITY FUND

  1. Accounts of the Club. The Treasurer of the club shall maintain separate Accounting for the Administration Fund (the "A" Fund) and the Charity and Perpetual Scholarship & Special Projects Fund (the "B" Fund). The Treasurer shall m maintain as many expense accounts as necessary to prepare quarterly financial reports and annual financial statements by acceptable accounting practices.
  2. Administration Funds: Revenues for the Administration Fund are from annual membership dues, initiation fees, interest earnings, and the Oakland Chinatown Community Directory.
  3. Charity Fund: Revenues for the Charity Fund are from the Easter Sunday Pancake Breakfast, fund-raiders, interest earnings, and contributions.
  4. Perpetual Scholarship & Special Projects Funds: Revenues fro the Perpetual Scholarship & Special Project Funds are usually direct contributions. These funds shall also be a part of the "B" Fund Accounting but shall be maintained separate from other funds of the Club and shall not be commingled in any other accounts of the Club. The Perpetual Scholarship & Special Projects Fund Trustees shall have fiduciary responsibility and authority to manage these funds subject to the limitations contained in Section 19.
  5. Budget Committee: Each year a Budget Committee, appointed by the president, shall prepare a budget for projected income and expenditures of the "A" and "B" Fund. The budget shall be presented and considered by the Board at its January and February meetings and shall be approved and adopted by the Board no later than the March Directors' meeting.
  6. Fund Transfers: In considering the Budget, funds may be transferred from the Administrative Fund ("A") to the Charity Fund ("B") without limitations. The Board may also approve transfer of funds from the "B" Fund to the "A" Fund. Such transfers are for the purpose of reimbursing the "A" Fund for direct and indirect expenses related to raising funds for the Charity Fund. Such transfers shall be limited as follows: The maximum amount transferred shall not exceed twenty percent (20%) of the Charity Fund income for the preceding year.

XVIII. AUDIT OF FINANCIAL RECORDS IN ADMINISTRATION FUND AND CHARITY FUND

The President shall appoint an Audit Committee of two (2) members to audit the financial records of the Administration Fund and Charity Fund by a majority vote approval of the Board Members present at the January Board meeting. The Audit Committee shall submit its audit to the Board at the May Board meeting.

XIX. PERPETUAL SCHOLARSHIP & SPECIAL PROJECTS FUND COMMITTEE

  1. A special standing committee, known as the Perpetual Scholarship & Special Projects Fund Committee, shall have direct responsibility for administering the Perpetual Scholarship & Special Projects Fund (Fund). The members of this Committee shall be designated Trustees of the Fund.
  2. The Trustees shall be responsible to continually review and monitor the revenues and expenses of the Fund. They shall advise the Board on status of the Fund on a quarterly basis. They shall seek ways and means to improve earnings and to increase contributions for the Fund.
  3. The Trustees shall consist of seven (7) Members of the Club; at least four of who are Officers and Directors of the Board. The Vice-President is an ex-officio Trustee. (Footnote 4)
  4. Except for the Vice-President, the President shall appoint the Trustees, for vacancies, by a majority vote approval of Board Members present at a January Board meeting. The Trustee shall serve a one (1) year term.
  5. The Trustees shall elect its own Chair for the calendar year and hold meetings to conduct business. They shall submit an annual report of the Fund at the May Board meeting.
  6. The administrative expenses of the Committee shall be budgeted from the Charity Fund as authorized by the Board.

XX. MONIES OF PERPETUAL SCHOLARSHIP & SPECIAL PROJECTS FUND

  1. Monies withdrawn from any accounts of the Perpetual Scholarship & Special Projects Fund shall require two (2) signatures of the Trustees.
  2. Revenues for the Fund are from contributions. The Committee shall maintain the monies in an independent account as a trust without commingling in other accounts. The Trustees shall have fiduciary responsibility and authority to manage the Fund subject to the following limits.

    1. The Fund shall retain all contributions in perpetuity, as principal, with only earnings from interest income, dividend income, and capital gains to be disbursed for scholarships, special projects and educational grants. All other disbursements shall require approval of the Board.
    2. The Committee shall deposit or invest all m monies in commercial banks insured by Federal Deposit Insurance Corporation or in brokerage firms insured by Securities Investors Protection Corporation. The commercial bank or brokerage firm may hold the monies as cash, money market fund, certificate of deposit, common stock, corporate bond, and municipal bond. United States Treasury issue, real estate investment trust, and mutual fund. Any other deposit or investment of monies shall require the approval of the Board.
  3. In the event that the Club dissolves the Committee by amendment to these By-Laws or for any other reason, the Charity Fund will receive all unexpended monies of the Fund, including principal and earnings.

XXI. AUDIT OF FINANCIAL RECORDS IN PERPETUAL SCHOLARSHIP & SPECIAL PROJECTS FUND

The Audit Committee shall audit the financial records of the Perpetual Scholarship & Special projects Fund and submit its audit to the Board at the May Board meeting.

XXII. SEAL

The Board shall provide a corporate seal that shall be as a circle with an inscription thereon the name of the corporation and words "Corporate Seal of Wa Sung Service Club".

XXIII. RULES OR ORDER

Except as provided under these By-Laws, "Robert's Rules or Order Newly Revised," as parliamentary authority, shall prevail to settle any rules or order at any general meeting or Board meeting.

XXIV. AMENDMENTS

A Member may propose any amendment to these By-Laws by the procedure as follows:

  1. A Member must present a proposed amendment in writing to the Secretary.
  2. The President shall introduce the proposed amendment at a Board meeting with a recommendation.
  3. The Board will review and consider the proposed amendment at the next Board meeting. The Board will vote to adopt the proposed amendment to the By-Laws by a majority vote approval of Board Members present at the Board meeting.
  4. The next issue of the newsletter shall re port on action of the Board on the proposed amendment.

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Revised September 2001


(Footnote 1) Amended 2004

(Footnote 2) Amended March 10, 2005

(Footnote 3) Amended August 10, 2006

(Footnote 4) Amended March 8, 2007