[This is the official formatted version of the Bylaws as of March 25, 2018*]
Indonesian American Association, Inc.
As Amended Nov. 21, 2015
As Amended March 25, 20183.01: Membership The membership of IAA/IKI shall consist of “Regular Members”, “Life Members”, “Associate Members” and “Honorary Members”. The General Assembly shall consist of “Regular Members” and “Life Members” only, who shall be eligible to vote for and hold any office(s) of IAA/IKI.
A nonprofit corporation registered in the District of Columbia
Article I: Principal Office and Registered Agent
1.01: Name and Principal Offices The name of the corporation shall be Indonesian-American Association (IAA/IKI), a non-profit corporation, incorporated under the laws of the District Of Columbia, and its principal offices shall be in the District Of Columbia. Indonesian-American Association is the official name of IAA/IKI, Ikatan Keluarga Indonesia, which was formed since March 2, 1952.
1.02: Other Offices and/or Chapters IAA/IKI may have such other office or offices and/or chapters within the United States of America as may be designated from time to time by the Board of Trustees of IAA/IKI.
1.03: Registered Agent IAA/IKI shall have and continuously maintain a registered office in the District Of Columbia (which may be identical with the principal offices) and the Board of Trustees of IAA/IKI shall appoint and continuously maintain in service a registered agent in the District Of Columbia, who shall be an individual resident of the District Of Columbia or a corporation registered in District of Columbia, whether for profit or not for profit.
Article II: Purposes IAA/IKI was formed and incorporated with the purpose of promoting community empowerment, youth engagement, culture, and business development, primarily to further the common good and betterment of the people of the Indonesian-American community, such as by bringing about social development within the scope of Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. To this end, the corporation shall:
2.01. Empower Indonesian-Americans through various entrepreneurial development programs, business counseling, as well as vocafftional training.
2.02. Advance community interests and improve knowledge about laws, regulations, and opportunities through education, workshops/seminars, training, and the like.
2.03. Engage in activities to voice community aspirations and concerns, such as: building bridges with the decision makers, working together with other non-profit organizations, and collaborating with both the American and Indonesian governments at the local, state, and federal levels and/or their representatives.
2.04. Promote Indonesian culture through educational, social, or cultural events.
2.05. Receive and administer funds for its activities mentioned above, and for no other purposes; and to that end (a) to take and hold, by bequest, devise, gift, purchase, or lease, either absolutely or in trust for any or all of such objects and purposes, any property, real, personal, or mixed, without limitation as to the amount of value, except such limitations, if any, as may be imposed by law; (b) to sell, convey, and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income there from any of the aforementioned purposes, without limitations, except such limitations, if any, as may be contained in the instrument under which such property is received. IAA/IKI shall carry out these purposes with the provision that IAA/IKI shall not have nor exercise any power or authority not granted to it under the District of Columbia Non-profit Corporation Act, nor engage in any activities prohibited to an organization granted exempt status under Section 501(c)(3) of the Internal Revenue Code or any successor law regulation. The foregoing enumeration of the purposes of IAA/IKI is made in furtherance, and not in limitation, of the powers conferred upon IAA/IKI by law and is not intended, by the mention of any particular purpose, in any manner to limit or restrict any of the powers of IAA/IKI, other than as provided below. IAA/IKI is formed based upon the articles, conditions and provisions related to non-stock corporations which are contained in the general laws of the District Of Columbia. No part of the net earnings or assets of IAA/IKI shall inure to the benefit of, or be distributable to, the members, Trustees, Officers, other private individuals, or organizations organized and operating for profit (except that IAA/IKI shall be authorized and empowered to pay reasonable compensation for or make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of IAA/IKI shall be the carrying on of propaganda or otherwise attempting to influence legislation, and IAA/IKI 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.
Article III: Membership and General Assembly
3.01: Membership The membership of IAA/IKI shall consist of “Regular Members”, “Life Members”, “Associate Members” and “Honorary Members”. The General Assembly shall consist of “Regular Members” and “Life Members” only, who shall be eligible to vote for and hold any office(s) of IAA/IKI.
3.02: Regular Members A Regular Member shall be an Indonesian-American of at least eighteen (18) years of age who files an application with the required dues as may from time to time be set by the Board of Trustees and agrees to abide by the Articles of Incorporation and Bylaws of IAA/IKI. All applications are subject to the approval of the Board of Trustees. Each member shall be entitled to one vote in all matters coming before General Assembly meetings.
3.03: Life Members A Life Member shall be a person who having qualifications under Section 3.02 above who files an application with the required life-time dues as may from time to time be set by the Board of Trustees, subject to the approval of application by the Board of Trustees. Regular and Life Members shall be hereinafter referred to as Members. Regular Members and Life Members shall have the right to vote in IAA/IKI elections and shall elect Trustees and Officers of IAA/IKI.
3.04: Associate Members An Associate Member shall be a non-Indonesian-American who is interested in helping IAA/IKI with its programs. An Associate member shall be ineligible to vote in the election or hold any office of IAA/IKI. Only the Board of Trustees can confer Associate membership.
3.05: Honorary Members An Honorary Member shall be any person who is deemed to have rendered distinguished service to the Indonesian-American community in general and service to IAA/IKI in particular. Honorary Membership shall be an honor bestowed by the General Assembly of members at the recommendation of the Board of Trustees and shall not be by application.
3.06: Associate Members and Honorary Members Associate Members and Honorary Members may attend all meetings of The General Assembly, the Board and the Executive Committee as observers.
3.07: Membership Dues and Fees The membership dues of IAA/IKI may be decided and revised by the Board from time to time. Dues for family membership shall be less than double those for a single membership. A family membership shall be defined here as husband and wife. An individual member shall have one vote; family members shall have one vote per spouse. Children above the age of eighteen and living with the family can become individual voting members by paying dues at half the rate set for individual members. The Board may also authorize the remaining adults living with the family to become regular voting members by paying dues at a rate substantially lower than those for single members. The annual dues shall become payable on the first day of each calendar year. At the time of first application, dues for the following year shall be reduced by one-half (fifty percent) for membership applications submitted during the months of November and December. A payment for the appropriate amount must accompany the application. Associate and Honorary Members shall not be required to pay any dues. Additional charges and fees may be assessed by the Board, subject to approval of the General Assembly, for specific purposes, such as a building or maintenance fund. The Board may prescribe charges or fees for special events and activities as it sees fit.
3.08: Annual General Assembly Meeting The Annual General Assembly Meeting (hereinafter Annual Meeting) of the members shall be held once each year in the month of January. The purposes of the meeting shall be: The evaluation and the approval of the annual program; the election of Trustees; the amendment of these Bylaws; and the arbitration of grievances or disputes, as needed. The Board of Trustees may postpone the Annual Meeting for a maximum period of thirty days due to extenuating circumstances. There shall be an overlap period of at least four weeks between the outgoing Officers and Trustees and the newly elected Officers and Trustees. During this overlap period, the new and the outgoing officers and trustees shall jointly meet to go over any future planning or any outstanding business. The newly elected Officers and Trustees shall have no voting privileges during such meetings.
3.09: Special Meetings Special meetings of the members may be called by either the Board of Trustees, or the Executive Committee. A special meeting may also be called by at least fifteen percent (15%) of the voting members of the full General Assembly through a petition to be filed with the Board of Trustees.
3.10: Place of Meeting The Board of Trustees may from time to time designate any place, within the Washington Metropolitan Area, as the place of meeting for any Annual Meeting or for any special meeting of the Members.
3.11: Notice of Annual and Special Meetings Written or printed notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) nor more than thirty (30) days before the date of the meeting, either personally or by mail. The Board of Trustees or Executive Committee, may designate any person(s) to call and inform each Member, who is entitled to vote, for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the member at his/her address as it appears on the records of IAA/IKI. Each Member shall be responsible for informing IAA/IKI promptly of any change of his/her address.
3.12: Waiver of Notice Whenever any notice is required to be given to any Member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the Member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Member at a meeting, in person without objection to the lack of notice of such meeting, shall also waive the requirement of notice by such Member.
3.13: Quorum At the annual or special meeting of IAA/IKI General Assembly, Members represented in person having at least one-third (30 percent) of the votes entitled to be cast shall constitute a quorum. If a meeting cannot be organized due to the lack of a quorum, those members present may adjourn the meeting once. If a quorum is not present at the second consecutive meeting, the presence of at least twenty (20) members shall constitute a quorum for that meeting at which time any business may be transacted that may have been transacted at the meeting as originally called. However, any meeting called for the purpose of seeking amendments to the Bylaws shall require a regular quorum present (30 percent of the votes entitled to be cast).
3.14: Vote Each Member who has been in good standing for the immediately preceding twelve (12) months shall have one vote. Whenever any action is to be taken by vote of the Members, except as otherwise required by law or by the Articles of Incorporation, it shall prevail by a majority of the votes.
3.15: Appeal Any Member whose membership was revoked may arbitrate the matter to the Annual General Assembly.
Article IV: Board of Trustees
4.01: Powers of the Board of Trustees The duties and powers of the Board of Trustees of IAA/IKI (hereinafter referred to as “Board”) shall be the following:
(a)To elect the officers from trustees as executives of IAA/IKI, namely, the President,Vice-President, Secretary and Treasurer.
(b)To approve or disapprove any financial transactions relating to IAA/IKI’s real estate and other assets. No sale, assignment, transfer, or any other action involving the disposition of IAA/IKI’s real estate can be authorized without the written consent of four-fifths (80 percent) of the existing number of Trustees (rounded to the next higher number).
(c)To determine the policies of IAA/IKI and execute its purposes, to appoint and remunerate agents and employees (including the power to delegate some of this authority to others).
(d)To review, amend or approve the annual budget proposed by the IAA/IKI Executive Committee.
(e)To approve the financial transactions and disbursement of IAA/IKI funds (including borrowing, lending and investing for and on behalf of IAA/IKI).
(f)To adopt rules and regulations for the conduct of its business, and to delegate the responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with or repugnant to the Articles of Incorporation or these Bylaws (in their present form or as they may be amended) or to any applicable law.
(g)To provide guidance for the execution and development of long-range plans for IAA/IKI.
4.02: Chairperson of the Board of Trustees The Board shall meet within fifteen (15) days after the election to elect a Chairperson of the Board from among the Trustees as defined in Section 4.03 of these bylaws. In the absence of the Chairperson, Board shall elect a chairperson for that meeting.
4.03: Number of Trustees The total number of Trustees of IAA/IKI (the Board) shall be odd and at least nine (9). Four (4) of the Trustees of IAA/IKI shall be elected by the Board as Officers, namely the President, the Vice-President, the Secretary and the Treasurer. The remaining (non-Officer) Trustees shall be defined as Regular Trustees. The number of Trustees may be increased or decreased from time to time by amendment to these Bylaws. No decrease in the number of trustees shall have the effect of shortening the term of any incumbent Trustee.
4.04: Election and Term of Trustees Trustees shall be elected by Members in a General Assembly Meeting. Regular Trustees and Officer Trustees shall be elected for a term of three (3) years and two (2) years and one (1) year. Trustees may be reelected to consecutive terms but may serve no longer than 9 years consecutively. At least four (4) of all Trustees shall be subject to election every 2 years at the Annual Meeting. Elected trustees shall fill available terms based on the order of votes won, with the trustees winning the most votes filling the longest available terms.
4.05: Qualifications To be eligible for election as a Trustee, a person must (1) have been an active member in good standing for the past thirty-six (36) months; (2) never have been convicted of a felonious criminal offense; (3) be at least 25 years old.(4) not be a sitting officer o a U or Foreign political party.
4.06: Vacancies Any vacancy occurring in the Board of Trustees may be filled from the pool of members qualified under Section 4.05 of these Bylaws, by the affirmative vote of the majority of the trustees then in office, though less than a quorum of the Board is present. The vacancy must be filled within sixty (60) days after it becomes vacant, through a regular or a special meeting of the Board of Trustees. A trustee elected to fill a vacancy shall serve the unexpired term of his/her predecessor in office or until his/her successor is elected and shall have qualified.
4.07: Removal of Trustees Any Trustee may be removed from office by a two-thirds (sixty-seven percent) vote of the members of the Board at any regular or special meeting of the Board of Trustees at which a quorum is present, with cause for: (1) violation of these Bylaws, (2) failing to attend three meetings of the Board in a calendar year without justifiable reason for which the Board is informed in a timely manner, (3) performing acts repugnant to the Articles of Incorporation or these Bylaws, or (4) becoming disqualified under Section 4.05 above. Such removal may occur only if the Trustee involved is first provided with adequate notice of the charges against him or her in the form of a written statement of such charges by the Board of Trustees, sent by certified or registered mail to the last known address of such Trustee. The Trustee involved shall have the right to respond to these charges. Each member of the Board shall review any response independently. The Board then shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of IAA/IKI.
4.08: Resignations Any Trustee may resign at any time by giving written notice to the Chairperson of the Board or in his/her absence to any member of the Board. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Board. The resigning Trustee simultaneously and automatically resigns his or her position as Chairperson or an Officer, if applicable. The successor to a resigning Trustee shall be selected in accordance with Section 4.06 In the event all the members of the Board resign it shall be the obligation of the Chairperson to hold a general election within two (2) months of this resignation. However, should the Chairperson be incapacitated or unable to conduct such elections, the responsibility of holding such elections shall then be transferred to the Chairperson of the Election Committee.
4.09: Arbitration Any Trustee who has been removed from the Board of Trustees, may arbitrate the matter to the Annual General Assembly.
4.10: Regular Meetings A regular meeting of the Board of Trustees of IAA/IKI shall be held at least every three months, at such time, day and place as shall be designated by the Board of Trustees, for the purpose of transacting such business as may come before the meeting. The Board of Trustees may, by resolution, provide for holding of additional regular meetings.
4.11: Special Meetings Special meetings of the Board of Trustees may be called at the direction of the Chairperson of the Board of Trustees or President or by a majority of the Trustees then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
4.12: Notice Notice of the time, day and place of regular meetings of the Board of Trustees shall be given at least five days previous thereto by notice sent by mail, electronic mail, messenger, telex, fax, telegram or telephone to each trustee at his or her address as shown in the records of IAA/IKI. Such notice for special meetings shall be given any time by electronic mail, telephone or fax to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by messenger, telex, fax, telegram, such notice shall be deemed to be delivered when the message, fax, telex, or telegram is delivered to the messenger service or the telegraph company. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Trustees may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice of special meetings should also be posted on the special Bulletin Board for public viewing. Any member of IAA/IKI who wants to attend the regular or special meetings, may be allowed to participate as an observer. The Board of Trustees may, at its absolute discretion, hold a closed door meeting when the subject matter of the meeting so requires.
4.13: Quorum A simple majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, except if less than a quorum of Trustees is present at such meeting, a majority of the Trustees present may adjourn the meeting without further notice.
4.14: Manner of Acting The act of a majority of the total members of the Board shall be the act of the Board of Trustees. Each Trustee shall have one vote. Meetings may be held by telephone or cyber conference to the extent permitted by law. Voting by proxy shall not be permitted. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board of Trustees. The Board of Trustees may adopt rules and regulations for the conduct of its business in accordance with these Bylaws.
4.15: Compensation Trustees shall not receive compensation for their services as members of the Board of Trustees, but the Board may authorize payment by IAA/IKI of the out of pocket expenses of Trustees for their services to IAA/IKI.
Article V: Officers
5.01: Officers The Board of Trustees shall elect four Officers from among its members: President, Vice- President, Secretary and Treasurer (hereinafter referred to as “Officers”). Officers may be designated by such other titles as may be provided in the Articles of Incorporation or these Bylaws.
5.02: Election and Term of Officers Officers of IAA/IKI shall be installed after their election and shall hold their respective offices for a term of three (3) years or until their successors shall be elected and shall have qualified. No officer of IAA/IKI shall serve for more than two consecutive terms in the same office. However, officers may serve another office consecutively.
5.03: Qualifications To be eligible for election as an Officer, a person must have the same qualifications as those specified for Trustees in Section 4.05.
5.04: Resignation Any Officer may resign at any time by giving written notice to the Chairperson of the Board or in his/her absence to any member of the Board of Trustees. If the President, Vice-President, Secretary and Treasurer resign simultaneously or otherwise all these offices become vacant, a resignation may be submitted to the Chairperson of the Board or in his/her absence to any member of the Board of Trustees. Such resignation shall take effect at the time specified therein, or, if the time is not specified, then at the time of acceptance thereof as determined by the President, the Chairperson, or the Board of Trustees, as the case may be. Officers who have resigned their executive positions retain their membership on the Board of Trustees, unless they also resign as members of the Board.
5.05: Removal of Officers Any Officer may be removed from office by a two-thirds (sixty-seven percent) vote of the members of the Board at any regular or special meeting of the Board of Trustees at which a quorum is present, with cause for: (1) violation of these Bylaws, (2) failing to attend three meetings of the Board in a calendar year without justifiable reason for which the Board is informed in a timely manner, (3) performing acts repugnant to the Articles of Incorporation or these Bylaws, or (4) becoming disqualified under Section 5.03 above. Such removal may occur only if the Officer involved is first provided with adequate notice of the charges against him or her in the form of a written statement of such charges by the Board of Trustees, sent by certified or registered mail to the last known address of such Officer. The Officer involved shall have the right to respond to these charges. Each member of the Board shall review any response independently. The Board then shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of IAA/IKI. Any officer who has been removed may arbitrate the matter to the Annual General Assembly.
5.06: Vacancies In case of resignation or for any other reason including ineligibility or removal, an Officer is unable to complete his or her term, the Board of Trustees shall elect a successor from the pool of active members of the Board to complete the unexpired term, within thirty days after the office becomes vacant. The successor shall serve the remaining term thereof.
5.07: Powers and Responsibilities of Officers All Officers shall have the powers and authority expressly assigned to them by the Regular Trustees, these Bylaws and the Articles of Incorporation. Any power not expressly conferred to the Officers by the Articles of Incorporation, these Bylaws or a duly adopted resolution of the Board shall belong to the Board of Trustees. The responsibilities and duties of the Officers shall include the following:
(a)Submit to the Board of Trustees for their review and approval, within two (2) months after the election, a work plan, in accordance with the guidelines laid down by the Board, for implementation during the course of the three-year term and to furnish the progress report of Committees for review by and approval of the Board of Trustees.
(b) Plan and implement activities consistent with the objectives and policies of IAA/IKI.
(c) Maintain and operate the office of IAA/IKI and other facilities, if any, and establish the rules and regulations for their use. The management of the property and day to day affairs of IAA/IKI may be provided in these Bylaws or by resolution of the Board of Trustees and, to the extent not so provided, as generally pertain to their respective offices. All rules and regulations of IAA/IKI shall be approved by the Board of Trustees.
(d) Prepare the annual budget for review by and approval of the Board of Trustees.
(e) Process membership applications, resignations, suspensions or revocations of memberships or offices for action by the Board of Trustees.
(f) Perform any other functions that are needed for proper management of IAA/IKI and its assets.
5.08: President The President shall be the Chief Executive Officer of IAA/IKI, shall serve as the Chairperson of the Executive Committee and shall preside at all meetings of the Executive Committee, shall perform all duties customary to that office and shall supervise and control the day to day affairs of IAA/IKI, in accordance with policies and directives of the Board of Trustees. The annual budget and work plan for day to day operation as well as long term plan shall be prepared under the direction of the President within sixty (60) days after taking over the office and shall be submitted to the Board of Trustees for its approval. Notwithstanding the foregoing, the President of IAA/IKI shall have thefollowing specific powers and duties:
(a)He/she shall be a member of the Board of Trustees.
(b)He/she shall review the agenda (prepared by the Secretary) for the meetings of the Executive Committee.
(c)He/she shall appoint such standing or special committees, or subcommittees, as may be required by these Bylaws or as may be necessary, and shall be an observing member without vote, as the appointment shall state, of all such committees of IAA/IKI. All such committees shall be approved by the Board.
(d)The President of IAA/IKI shall also perform such other duties as the Board of Trustees may designate from time to time.
5.09: Vice-President The Vice-President shall have powers and duties as the Board of Trustees shall determine, including serving as acting president in the absence of the President or during such time as the President is unable to carry out the duties of that office. He/she shall also be a member of the Board of Trustees and of the Executive Committee. The Vice-President shall exercise such other powers and perform such other duties as the Board of Trustees or the President may assign from time to time.
5.10: Secretary The Secretary shall have all powers and perform all duties commonly included in the office of secretary, including the following duties and responsibilities:
(a)He/she shall be a member of the Board of Trustees and the Executive Committee.
(b)He/she shall attend all meetings of the Board of Trustees and the Executive Committee, and prepare and distribute minutes of all such meetings to the Board of Trustees as well as the Executive Committee.
(c)He/she shall ensure that all notices are given in accordance with these Bylaws.
(d)He/she shall prepare the agenda for the meetings of the Board of Trustees, and the Executive Committee.
(e)He/she shall process the applications of new members, the resignations, and the suspensions or revocations of memberships, for the approval of the Board. He/she shall also maintain a current list of members of IAA/IKI.
(f)He/she shall help in preparing the semi-annual reports describing the achievements, present status, future plans, proposed budget and other matters of interest.
(g)He/she shall perform such other duties as the Board of Trustees from time to time, prescribe.
(h)The Secretary shall be the custodian of IAA/IKI meeting records and the seal and shall have the authority to affix the seal of IAA/IKI, if required, to attest the instrument by affixing his/her signature. The Board may authorize any other Officer to perform such tasks.
5.11: Treasurer The Treasurer of IAA/IKI shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of a corporation, including the following duties and responsibilities:
(a)He/she shall be a member of the Board of Trustees and the Executive Committee.
(b)He/she shall be responsible for developing and reviewing the fiscal policies of IAA/IKI for the approval of the Board.
(c)He/she shall keep the complete and accurate accounts of receipts and disbursements of all amounts. He/she shall deposit all monies and other valuable property of IAA/IKI in IAA/IKIs name to the credit of IAA/IKI in such banks or depositories as the Board may designate.
(d)Besides maintaining the monthly accounts and semi-annual reports, whenever required by the Board, the treasurer shall prepare a financial report, which shall include the balance sheet, detailed statements of income and expenses for the auditors. The treasurer shall also be able to exhibit the books and accounts to any officer, trustee or the members of IAA/IKI at any reasonable time.
(e)He/she shall render a report of the finances of IAA/IKI at the General Assembly meeting or whenever requested by the President or the Board, showing all receipts and expenditures for the current year.
(f)He/she shall provide assistance for filing all tax returns.
(g)He/she shall also furnish, if required by the Board, fidelity bonds or security for the faithful performance of the duties of all Officers or the Board of Trustees, at IAA/IKI’s cost and expense.
(h)He shall also perform such other duties as the President or the Board may, from time to time, designate.
5.12: Representation of IAA/IKI. For the purpose of representing the Corporation, the following shall be regarded as Officers of the Corporation:
(1)Chairperson of the Board of Trustees, who shall be the Chairperson of the Corporation,
(2)President, Vice-President, Secretary, and Treasurer, who shall be the President, Vice-President, Secretary and Treasurer of the Corporation, respectively.
Article VI: Committees
6.01: Executive Committee The four Officers, within thirty (30) days of their election, may nominate the following directors for the approval of the Board, who shall chair the following committees:
- Community and Businesss Development
2. Public Relations Committee,
3. Cultural Promotion Committee,
4. Membership Committee,
5. Youth Activities Committee,
6. Government Relations Committee,
These directors together with the four Officers shall constitute the Executive Committee. The Board can increase or decrease the number of committees. These committee directors shall nominate, within thirty (30) days of their nomination, members of their respective committees in consultation with the Officers for approval of the Board. Any active member, with the exception of Trustees, may be a member or a director of the above committees.
6.02: Duties and Responsibilities of the Executive Committee The Executive Committee shall have the responsibilities and duties needed for the proper functioning of IAA/IKI, within the powers expressly granted by the Board of Trustees. The duties and responsibilities of the Executive Committee shall include the following:
(a)Develop a plan of work for their respective Committees in accordance with the guidelines laid down by the Board of Trustees.
(b)Submit the plan of work to the Board for its approval within thirty (30) days of the complete formation of the Executive Committee.
(c)Implement the approved plan of work and furnish quarterly progress reports to the Board of Trustees.
(d)Plan and implement other activities consistent with the objectives of IAA/IKI, and prepare the status reports for the Board of Trustees.
6.03: Meetings The Executive Committee shall meet on at least a monthly basis at a scheduled time, date and place, to evaluate the progress of different committees, resolve problems, if any, and transact the business of IAA/IKI. A simple majority of the members shall determine the quorum for such meetings.
6.04: Notice The schedule for meetings of the Executive Committee shall be prepared in advance and each member of the committee shall be notified at least seven (7) days before a meeting. It shall also be posted on the bulletin board for public viewing. Members of IAA/IKI are encouraged to participate as observers in all such meetings.
6.05: General Assembly Committee Every year during the month of September, the Board shall appoint from the pool of regular voting Members, a three-member General Assembly Committee. The three members shall elect, within fifteen (15) days of their nomination, one of them as a coordinator of the Committee. The coordinator and the members of the Committee shall neither be candidates in the upcoming election of the Board of Trustees, the Officers, or members of the Arbitration Panel nor be paid agents or employees of IAA/IKI.
6.06: Responsibilities and Duties of General Assembly Committee The Committee shall follow the meeting procedures set by the Board. These procedures shall be made available by the Board to the Members no later than 15 days before the annual meeting. The Committee shall prepare all papers to fulfill the agenda of the meeting, the arena and its facilities.
6.07: Finance Review Committee and Auditors Each year no later than thirty (30) days before the Annual Meeting, the Board shall appoint a Finance Review Committee from the Regular Board members (Non-Officers). The Committee shall review the quarterly finance reports presented to the Board and submit the results of its review to the Board. Each year the Board of Trustees shall also appoint a licensed accounting firm to audit the accounts of IAA/IKI. The Board shall present the audited financial statement to the General Assembly at the Annual Meeting.
6.08: Bulletin Board The Board of Trustees shall post on IAA/IKIs bulletin board one detailed copy of the audited financial statement at least seven (7) days before the General Assembly meeting.
6.09: Appointments by IAA/IKI The Chairperson of the Board and/or the President of IAA/IKI, with the approval of the Board of Trustees, may appoint any individuals or committees, in addition to those specified in Section 6.01, to facilitate the work of the Board and/or the Executive Committee of IAA/IKI.
6.10: Resignation Any member of a committee nominated by the President or the Executive Committee may resign at any time by giving written notice to the President of IAA/IKI. Such resignation shall take effect at the time specified therein, or, if a time is not specified, then at the time of acceptance thereof as determined by the President or the Executive Committee. Similarly any member of a committee nominated by the Chairperson of the Board or the Board of Trustees may resign at any time by giving written notice to the Chairperson of the Board or the Board.
6.11: Removal Any director or committee member may be removed by the Executive Committee or Board at any regular or special meeting of the Executive Committee or Board, for (1) engaging in conduct prejudicial to the best interests of IAA/IKI, (2) failing to attend three (3) meetings of the Executive Committee or his/her respective committee without justifiable reasons, during a one-year period, (3) becoming disqualified under Sections 6.01, 6.05 or 6.07 above, or (4) failing to perform repeatedly his/her responsibilities in a timely and satisfactory manner.
6.12: Vacancies In case of a vacancy created as a result of resignation or for any other reason including ineligibility or removal, the Board shall elect, within thirty (30) days after it becomes vacant, a successor to complete the unexpired term.
Article VII: Advisors and Consultative Council
1: Appointment of Advisors Ambassador of the Republic of Indonesia in the United States, past United States Ambassador to Indonesia and past president of IAA/IKI are advisors of the organization, with a view to seeking non-binding advice and counsel from time to time. Such individuals shall be or shall have been involved in IAA/IKI work but shall not currently be members of either the Board of Trustees or the Executive Committee or any of its committees and shall not be living permanently abroad. The Trustees may also invite certain individual as Advisors of IAA/IKI, using their expertise in giving non-binding advice and counsel for the benefit of IAA/IKI.
7.02: Consultative Council The Trustees shall invite other Indonesia community organization to send its leader to be a member of a consultative council, with a view to seeking non-binding opinions, suggestions, concerns and considerations for benefit of IAA/IKI.
7.03: Consultative Council Speaker The members of Consultative Council shall elect among them a Speaker as chairperson of the council and represent the council to express their opinions, suggestions, concerns and considerations to the Board of Trustees of IAA/IKI.
Article VIII: Amendment of Bylaws
To accommodate the development of the organization, the amendment of these Bylaws shall be decided accordingly by the Annual Meeting of IAA/IKI. The Board of Trustees shall propose any amendments.
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* Formatting approved by the General Assembly on March 25, 2018