Bylaws

BYLAWS OF

NATIONAL ASSOCIATION OF ASIAN AMERICAN

PROFESSIONALS PHOENIX.

(An Arizona Corporation Not-For-Profit)

ARTICLE I

NAME

The name of the corporation is National Association of Asian American Professionals Phoenix, Inc. (the "Corporation"). The corporation may, from time to time, also use the name "NAAAP - Phoenix."

ARTICLE II

OFFICES AND REGISTERED AGENT

The principal office of the Corporation in the State of Arizona shall be located at P. O. Box 25527 Tempe, AZ 85285-5527, or at such other place as shall be lawfully designated by the Board http://prescriptionpharmacy.net/product/generic-cialis/ of Directors, hereinafter sometimes called the "Board."

ARTICLE III

PURPOSES

This Corporation is organized and is to be operated exclusively for charitable and Educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (the "Code"), including, but not limited to, lessening the burdens of government, and to do all acts and carry on and conduct all activities necessary, suitable, convenient, useful, proper and expedient in connection with and incidental to the accomplishment of any purposes set forth herein or hereafter adopted by the Board to the fullest extent permitted by the laws of the State of Arizona for not-for-profit corporations, subject to the restrictions set forth herein.

The Corporation is a Venture of the National Association of Asian American Professions

(the "NAAAP") and subscribes to the purposes of the NAAAP, which include:

(a) The support of activities, enterprises and organizations committed to the betterment of the Asian community;

(b) Fostering increased communication, interaction and exchange of ideas among members through formal and informal gatherings;

(c) Learning new skills and acquiring knowledge from other members and recognized professionals through seminars and presentations;

(d) Promoting the cultural heritage of Asian Americans;

(e) Educating the Asian community on issues which affect their interests and participating in activities that lead to the equal opportunity and fair treatment of all Asian Americans;

(f) The conduct of any and all other activities as shall from time to time be found appropriate in connection with the foregoing and as are lawful for not-for-profit corporations.

Notwithstanding anything herein to the contrary, the Corporation shall, from time to time, amend, adopt, change or revoke any provision of these by-laws as may be required by the NAAAP to establish or retain its status as a Venture, Affiliate or Chapter organization thereof.

ARTICLE IV

MEMBERS

The members of the Corporation shall consist of all persons

i. Eligible as members of the NAAAP, residing or employed within Maricopa County, Arizona, and

ii. Who have met all membership requirements as may be established by the NAAAP.

ARTICLE V

BOARD OF DIRECTORS

  1. General. The affairs of the Corporation shall be managed by a Board of Directors, each of whom shall be at least 18 years of age and a paid individual or business member in good standing, and who shall be resident of or employed within Maricopa or Pinal County, Arizona.

  1. Number. The number of Directors shall be at least Five (5). All Directors shall serve until their successors are appointed. All Directors shall have equal or full voting responsibilities as members of the Board.

  1. Appointments and Removal. The procedure for appointments and elections to the Board will be as follows:

    1. Elections. In the month of August of each year in which the term of an elected Director expires, the Board shall appoint a nominating/election committee. The nominating committee shall place the names of at least two (2) candidates into nomination for any vacancies on the Board. Such candidates must be members of the Corporation. The Board may recommend any member of the Corporation as a candidate to the nominating committee. Election of Directors shall take place at the regular August meeting of the Board of the Corporation, after having determined that a quorum of all members is present. A quorum shall be reached if at least fifty percent (50%) of the members of the Board of the Corporation are in attendance. Each member of the Board of the Corporation present at such meeting may vote for one (1) candidate. The candidate receiving the highest number of votes shall be elected to the Board, to fill any vacancy therein. If there is an additional vacancy on the Board, the candidate receiving the next highest number of votes shall be elected to the Board.

    1. Term and Succession. The elected Directors shall each serve for a term of two (2) years commencing on the first day of November following their election. A Director shall cease to be a Director at such as time as he or she ceases to be a member of the Corporation.

    1. Vacancy. Vacancies occurring in the Board by death, resignation, refusal to serve, or otherwise, shall be filled for the unexpired term by the vote of a majority of the Board, at any regular or special meeting.

    1. Removal. Any Director may be removed at any time by a three-fourths majority vote of the Board, provided that (i) the time and place of such vote shall first be given to all of the Directors and (ii) the Directors proposed to be removed be given an opportunity to be heard.

  1. Resignation. A Director may resign at any time by giving written notice to the Chair of the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. A determination that any Director is incapacitated shall be deemed a resignation by that Director as of the date of the determination.

  1. Incapacity. An individual shall be considered to be incapacitated if the individual is under a legal disability or by reason of illness or mental or physical disability is unable to give prompt and intelligent consideration to financial matters. The determination as to whether an individual is incapacitated shall be made by the Directors (other than the individual), who may rely conclusively upon (1) the written opinion of the individual's primary physician, (2) the written opinion of any two physicians, or (3) the written order of a court appointing a Conservator or Guardian of the individual's person or property.

  1. Presumption of Assent. A Director who is present at a meeting of the Board, or any committee thereof, at which an action is taken, shall be presumed to have concurred in the action unless his dissent thereto shall be entered in the minutes of the meeting or unless he shall submit his written dissent to the person acting as Secretary of the meeting before the adjournment thereof, or shall deliver or send such dissent to the Secretary of the Corporation promptly after the adjournment of the meeting. Such rights to dissent shall not apply to a Director who voted in favor of such action. A Director who is absent from a meeting of the Board or any committee thereof, at which such action is taken shall be presumed to have concurred in the action unless he shall deliver or send by registered mail or certified mail his dissent thereto to the Secretary of the Corporation or shall cause such dissent to be filed in the minutes of the proceedings of the Board or committee within a reasonable time after learning of such action.

ARTICLE VI

MEETING OF THE BOARD

1. Place of Meetings. The meetings of the Board shall be held at the principal office of the Corporation or at any place within the United States that the Board may from time to time appoint.

2. Periodic Meetings. The Board shall meet on the second Monday of every month, unless otherwise provided by resolution of the Board. Such other regular meetings of the Board shall be held at such time and place as may be specified by the resolution of the Board.

3. Special Meetings. Special meetings of the Board may be called at any time by the Chair or by 3 or more Directors.

4. Notice of Meetings. Notice of any regular or special meeting of the Board shall be given at least five days previously thereto by written notice sent by any usual means of communication to each Director, including email, to his address as shown by the records of the Corporation; however, notice may be waived before, at or after the meeting.

5. Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6. Quorum. At all meetings of the Board, a majority of the total Directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present and a meeting may be adjourned despite the absence of a quorum.

7. Voting of Directors. The vote of the majority of the Directors at a meeting at which a quorum is present shall be the act of the Board, unless a vote of a greater number is required by law or by these Bylaws.

8. Action Without a Meeting. Any action required to be taken or which may be taken at any meeting of the Directors of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as an unanimous vote.

9. Meetings by Telephone. Members of the Board, or any committee appointed by the Board, shall be deemed present at any meeting of such Board or committee if a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other is used.

ARTICLE VII

COMPENSATION OF DIRECTORS

Directors as such shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of the Corporation. Nothing herein shall preclude a Director from serving the Corporation in any other capacity and receiving compensation for such services.

ARTICLE VIII

COMMITTEES

The Board, by resolution adopted by a majority of the entire Board, may designate an executive committee, consisting of two or more Directors, and other committees consisting of two or more persons, who may or may not be Directors, and may delegate to such committee or committees all such authority of the Board that it deems desirable, except that no such committee or committees, unless specifically so authorized by the Board, shall have and exercise the authority of the Board to:

1. Adopt, amend or repeal the Bylaws;

2. Fill vacancies in the Board or any committee. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Each member of each such committee shall serve at the pleasure of the Board. The designation of any such committee and the delegation thereto of authority shall not relieve any Director of any responsibility imposed by law. The executive committee or any other committee shall report any actions taken to the meeting of the Board next following the taking of such action, unless the Board otherwise requires. So far as applicable, the provisions of these Bylaws relating to the conduct of meetings of the Board shall govern meetings of the executive and other committees.

ARTICLE IX

OFFICERS

  1. Election--Title--Term. The officers of the Corporation shall be: President, Vice President, Secretary, Treasurer, and such other officers as may be appointed pursuant to these Bylaws. Each officer shall be at least 18 years of age and a paid individual or business member in good standing who shall be elected annually by the membership at its regular meeting, to serve until the next ensuing annual meeting, or until a successor shall have been duly elected. Any two or more offices may be held by the same person, except the offices of President and Secretary. The Board of Directors may elect or appoint, or by resolution provide for the appointment of, other officers or agents.

  1. Removal. Any officer of the Corporation may be removed at any time by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer shall not of itself create contract rights.

  1. Duties. The duties of the officers of this Corporation shall be such as usually appertain to such officers of corporations generally except as may be otherwise prescribed by these Bylaws or by the Board.

The President: This is a one year term. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Executive Team, supervise and control the affairs of the corporation and the activities of the officers. The President shall perform such other duties as may be prescribed by the Board of Director. Duties of the President are as follows:

· The President will be responsible for the day-to-day operations and planning for NAAAP Phoenix. She/He shall have general control and management of the business affairs and operation of NAAAP Phoenix.

· The President will possess the power to sign all certificates, contracts and other instruments of NAAAP. The President shall preside at all meetings of the NAAAP Phoenix Executive Team.

· She/He shall perform all duties incidental to the office and such other duties as may be required by law, by the Articles of Incorporation of this organization, or by the Bylaws

· She/He shall act as a liaison and spokeswoman/man for the NAAAP Phoenix Executive Team.

· She/He shall lead and mentor all officers & committee chairs;

· She/He shall be available to other officers for consultation & assist in the management of the chairs and oversee all activities of the Mentorship, Membership, Marketing & Corporate Relations Committees

· She/He will be responsible for building relationships with all committees within NAAAP Phoenix.

· She/He will be responsible for establishing policies and procedures for all NAAAP-Phoenix committees, helping build strong relationships among members of the executive team & the board of directors and coordinating joint events with other organizations.

The Vice President: This is a one year term. In the absence of the President, or in the disability of the president, the Vice-President shall perform all the duties of the President. The Vice President shall perform such other duties as may be prescribed by the President and Board of Directors. Duties of the Vice President are as follows:

· The VP shall run the operation of the Local Chapter by establishing policies, procedures, and any legal documents with the president.

· Assist the Event Chairs to keep the flow of events

· Assist the President in his/her responsibilities.

· Assist in the management of all NAAAP Phoenix event committees and overseeing all activities of the Professional & Personal Development, Cultural Awareness, Community Service, Social/ Networking and Special Events Committees.

· She/ He will be responsible for building relationships with all committees within NAAAP Phoenix.

· Coordinate all joint events among NAAAP Phoenix committees. Propose a plan and execute relationship building within each committee.

The Treasurer: This is a one year term. The Treasurer is the chief financial officer of the association. The treasurer helps the President maintain proper accounting statements and file taxes. The Treasurer shall perform such other duties as may be prescribed by the President and Board of Directors. Duties of the Treasurer are as follows:

· She/ He shall oversee all finances of NAAAP-Phoenix. Activities include maintaining all funds and securities of the association using proper accounting methods

· She/ He has charge and custody of, and will be responsible for, all funds and securities of the corporation, and

· She/ He shall deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors of NAAAP Phoenix.

· She/ He shall responsible for depositing association money and maintain the bank check book

· She/ He shall disburse funds for expenses and reimbursements; providing receipts as needed;

· She/ He shall secure cash & checks for all NAAAP Phoenix events;

· Provide monthly financial report to Executive Team & Board of Directors. Provide monthly checking account statements to the President

· She/ He shall file taxes and prepare the annual report to be presented at the annual membership meeting; attend all executive team meetings;

· She/ He shall assist in the preparation of the association & committee budgets to be submitted for approval at the November meeting of the NAAAP Phoenix Board of Directors. Periodically review the income and expenditures to insure that operations do not exceed the budget and bring any discrepancies to the attention of the Officers and Board of Directors.

The Secretary: This is a one year term. The Secretary is the chief administrative officer of the association. The Secretary maintains all NAAAP Phoenix documentation and records minutes at the executive team meetings. The Secretary shall perform such other duties as may be prescribed by the President and Board of Directors. Duties of the Secretary are as follows:

· She/He shall maintain all association documentation and record minutes for monthly executive team meetings; ensuring their accuracy and availability;

· She/He shall propose policies and practices for the executive team; Help establish consistent procedures for NAAAP Phoenix

· She/He shall update the NAAAP Phoenix calendar; maintain all events reports & committee meeting minutes; oversee all administrative activities & procedures;

· She/He shall coordinate monthly executive team meetings; reserve meeting rooms; remind all members of the executive team of meetings; document, distribute and archive the agenda and minutes of all board meetings;

· She/He shall pick up and distribute association mail; maintain the association mailing lists and edit and send out association communications; fulfill any other requirements of the president, and perform other duties as the need arises and/or as defined in the bylaws.

Chair of Professional & Personal Development: This is a one year term. The Chair of Professional & Personal Development leads the NAAAP-Phoenix Professional & Personal Development Committee and manages its events. The Chair of Professional & Personal Development shall perform such other duties as may be prescribed by the President. Duties of the Chair of Professional & Personal Development are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall inform Secretary of any update in regard to NAAAP Phoenix Professional & Personal Development events calendar; maintain all Professional & Personal Development events reports.

· She/He shall lead and mentor all members of its committee; motivate volunteers to bring their skills of event planning & promotion to the events which help members to engage and broaden their network of professional and social contacts.

· She/He shall oversee & manage all NAAAP-Phoenix Professional & Personal Development Events

· She/He shall aim its event toward the development of the Asian American professionals.

Chair of Cultural Awareness: This is a one year term. The Chair of Cultural Awareness leads the NAAAP-Phoenix Cultural Awareness Committee and manages its events. The Chair of Cultural Awareness shall perform such other duties as may be prescribed by the President. Duties of the Chair of Cultural Awareness are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall inform the Secretary of any update in regard to the NAAAP Phoenix Cultural Awareness events calendar; maintain all Cultural Awareness events reports.

· She/He shall lead and mentor all members of its committee; motivate volunteers to bring their skills of event planning & promotion to the events which help members to engage and broaden their network of professional and social contacts.

· She/He shall oversee & manage all NAAAP-Phoenix Cultural Awareness Events

· She/He shall aim its events toward helping the association to focus on raising cultural awareness and enhancing the perception of Asian Americans through various cultural events.

Chair of Community Service: This is a one year term. The Chair of Community Service leads the NAAAP-Phoenix Community Service Committee and manages its events. The Chair of Community Service shall perform such other duties as may be prescribed by the President. Duties of the Chair of Community Service are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall inform the Secretary of any update in regard to the NAAAP Phoenix Community Service events calendar; maintain all social & networking events reports.

· She/He shall lead and mentor all members of its committee; motivate volunteers to bring their skills of event planning & promotion to the events which help members to engage and broaden their network of professional and social contacts.

· She/He shall oversee & manage all NAAAP-Phoenix Community Service Events

· She/he shall aim its events toward helping the association to provide a variety of volunteer opportunities and other events to help engage NAAAP-Phoenix members in community outreach efforts.

 

Chair of Mentorship: This is a one year term. The Chair of Mentorship leads the NAAAP-Phoenix Mentorship Committee and manages its program & events. The Chair of Mentorship shall perform such other duties as may be prescribed by the President. Duties of the Chair of Mentorship are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· SheHe shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall inform the Secretary of any update in regard to rhe NAAAP Phoenix Mentorship events calendar; maintain all Mentorship events reports.

· She/He shall lead and mentor all members of its committee;

· She/He shall seek personal and professional development opportunities for participants; develop relationships with and among program participants and build relationships with local organizations with potential interest in mentorship.

· She/He shall seek innovative ways to attract mentors, mentees and corporate sponsors to the Mentorship Program

· She/He shall oversee the mentorship application and interview process;

· She/He shall manage the dissemination and collection of quarterly program reviews from participants; evaluate current processes;

· She/He shall implement new procedures; ensure the confidentiality of program applicants;

· She/He shall oversee & manage the NAAAP-Phoenix Mentorship Kickoff, Orientation, Mid-Year Review & Graduation Events.

Chair of Social & Networking: This is a one year term. Chair of Social & Networking leads the NAAAP-Phoenix Social & Networking Committee and manages its events. The Chair of Social & Networking shall perform such other duties as may be prescribed by the President. Duties of the Chair of Social & Networking are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall inform the Secretary of any update in regard to NAAAP Phoenix Social & Networking events calendar; maintain all Social & Networking events reports.

· She/He shall lead and mentor all members of its committee; motivate volunteers to bring their skills of event planning & promotion to the events which help members to engage and broaden their network of professional and social contacts.

· She/He shall oversee & manage all NAAAP-Phoenix Social & Networking Events; oversee venue scouting, event hosting, and budget and financial management for all NAAAP Phoenix networking & social events.

· She/He shall aim toward events which encourage networking and membership development.

 

 

Chair of Member Relations: This is a one year term. Chair of Member Relations leads the NAAAP-Phoenix Member Relations Committee and manages its retention & recruiting activities. The Chair of Member Relations shall perform such other duties as may be prescribed by the President. Duties of the Chair of Member Relations are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall inform the Secretary of any update in regard to NAAAP Phoenix Member Relations events calendar; maintain all membership events reports.

· She/He shall lead and mentor all members of this committee;

· Develop and implement a comprehensive membership program, including new members, retention of current members and the solicitation and contact of previous members.

· She/He is responsible for the development and production of various membership materials needed to carry out the membership work program.

· She/He shall maintain an up-to-date membership roster; contact members for feedback; assist in creation of all NAAAP Phoenix surveys;

· She/He will periodically review association benefits to members; sending out invitations for annual membership meetings & special events; send out welcome letters to new/renewing members and reminders for membership renewal;

· She/He will coordinate quarterly member orientation events; recruit members by participating in local trade shows/conventions, festivals & NAAAP-Phoenix events.

Chair of Marketing: This is a one year term. The Chair of Marketing will lead the NAAAP-Phoenix Marketing Committee and manage its activities.  The Chair of Marketing shall perform such other duties as may be prescribed by the President. Duties of the Chair of Marketing are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He will be responsible for gathering event information from other committees and managing the association website.

· She/He will help the committee focus on innovative ways of promoting the association through public relations and promotional efforts,

· She/He shall oversee website building and maintenance, press releases, marketing, advertising, graphics & strategies.

Chair of Corporate Relations: This is a one year term. The Chair of Corporate Relations will lead the NAAAP-Phoenix Corporate Relations Committee and manage its activities.  The Chair of Corporate Relations shall perform such other duties as may be prescribed by the President. Duties of the Chair of Corporate Relations are as follows:

· Attend monthly executive team meetings

· Coordinate monthly committee meetings.

· She/He shall maintain all association documentation and record minutes for monthly committee meetings; ensuring their accuracy and availability;

· She/He shall establish and cultivate long-term relationships with current and prospective corporate sponsors

· She/He shall Develop and execute a corporate sponsorship program for the association and its events

· She/He shall develop partnerships as sources of financial support, business contacts, and career opportunities. Activities include fund-raising and account management.

5. Compensation. The Board of directors shall fix the compensation of all officers of the Corporation. The Board shall not be allowed compensation for work involved, as actions are based on volunteer basis.

ARTICLE X

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

1. Contracts. Except as otherwise provided by the Board, contracts may be executed on behalf of the Corporation by the President, and may be attested and the corporate seal affixed by the Secretary. The Board may authorize the execution of contracts by such other officers, agents and employees as may be designated by them.

2. Funds. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be designated by any officer or officers or agent or agents of the Corporation to whom such power may be delegated by the Board. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

3. Acceptance of Gifts. The Board or any officer or officers or agent or agents of the Corporation to whom such authority may be delegated by the Board, may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

4. Audits. Annually, or upon the request of any member of the Board, the accounts of the Corporation will be audited by independent party, whose report shall be submitted to each member of the Board.

ARTICLE XI

NOTICE AND TIME REQUIREMENT

In any case hereunder when notice to the Directors is required or permitted, the notice shall be in writing or printed. When mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of the Corporation. When delivered personally or by hand, the notice shall be deemed delivered when actually received by the Director.

ARTICLE XII

SEAL

The corporate seal of the Corporation shall bear the year of incorporation and the words, "NATIONAL ASSOCIATION OF ASIAN AMERICAN PROFESSIONALS PHOENIX, INC., ARIZONA, A CORPORATION NOT FOR PROFIT". The corporate seal shall be used under the direction of the Board.

ARTICLE XIII

BOOKS AND RECORDS

1. Maintenance and Location. The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its Board and committees of Directors. Any books, records and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

2. Financial Information. The Corporation shall maintain in the registered office of the Corporation in the State of Arizona for at least five (5) years following the fiscal years for which they were prepared, the accounting records required to be prepared by the Treasurer of the Corporation pursuant to the provisions of Article IX of these Bylaws.

3. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

ARTICLE XIV

INDEMNIFYING DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify and save harmless to the fullest extent permitted by law any officer, Director, or employee, or any former officer, Director or former employee, and his heirs, personal representatives, administrators, and other legal representatives from and against:

a) Any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and

b) Any other liability and all costs, charges and expenses that he sustains or incurs in respect of the affairs of the company.

ARTICLE XV

AMENDMENT

These Bylaws may be altered, amended or repealed by a two-thirds vote of the Board at any regular meeting or at any special meeting called for that purpose, provided, however, that notice of the proposed amendment, alteration or repeal shall be given to each Director at least ten (10) days prior to the date of the meeting at which the Bylaws are to be altered, amended or repealed; provided, however that no notice shall be required if all Directors are present.

ARTICLE XVI

NO VESTING

The members of the Corporation shall have no vested right, interest or privilege of, in, or to the assets, functions, affairs or contracts of the Corporation, nor shall the members have any such right, privilege, or interest which may be transferable or inheritable, or which shall continue when membership ceases.

ARTICLE XVII

ASSETS UPON DISSOLUTION

In the event this Corporation is dissolved and ceases to exist for its stated purpose, the net assets shall be distributed and paid over absolutely to such entity as the Board may designate provided such entity performs substantially the same function as this Corporation and meets the requirements of Section 501(c)(3) of the Code.

ARTICLE XVIII

RESTRICTIONS

Notwithstanding any other provisions of these Articles, the purposes for which this Corporation is organized and shall be operated shall be those specified in Section 501(c)(3) of the Code.

ARTICLE XIX

TAX EXEMPT STATUS

1. Prohibition on Private Investment. No part of the net earnings, current or accumulated, or property of the Corporation shall inure to the benefit of, or be distributed to, any member (other than a member which is exempt from federal income tax under section 501(c)(3) of the Code), director, officer, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payment and distributions in furtherance of the purposes set forth in these Articles.

2. Prohibition on Dividends. The Corporation shall not have the power to declare dividends.

3. Limitation on Lobbying Activities. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation.

4. Prohibition on Intervening in Political Campaigns. The Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or opposition to any candidate for public office.

5. Tax-Exempt Status. The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(a) of the Code as an organization described in 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code.

ARTICLE XX

PRIVATE FOUNDATION RESTRICTIONS

Notwithstanding any other provision of these Articles to the contrary, during such period, or periods, as the Corporation is treated as a "private foundation" pursuant to section 509 of the Code, the Corporation must comply with the following:

1. Taxable Distributions. The Corporation shall make such distributions at such time and in such manner so as not to subject the Corporation to tax under section 4942 of the Code.

2. Self-Dealing. The Corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of the Code).

3. Excess Business Holdings. The Corporation shall not retain any excess business holdings (as defined in section 4943(c) of the Code).

4. Jeopardizing Investments. The Corporation shall not make any investments in such manner as to subject the Corporation to tax under section 4944 of the Code.

5. Taxable Expenditures. The Corporation shall not make any taxable expenditure (as defined in section 4945(d) of the Code).

ARTICLE XXI

ELECTION PROCEDURE IF THERE IS A TIE

  1. Should there be a tie for an officer, chair or board of director position; the current existing Board of Directors shall at the next Board meeting vote and select a winner for the tied position. The existing officer/chair/director that currently holds that tied position shall continue in that role until the position is filled at the next Board of Directors meeting.

  1. If a tied candidate is a member of the existing Board of Directors, that candidate/director shall abstain from the aforementioned re-vote.

  1. Should the re-vote result in another tie, the existing Chair of the Board shall select the winner of the tied position, unless the existing Chair of the Board is one of the tied candidates, in which case the existing Vice Chair shall break the deadlock and choose the winner.

Adopted by resolution of the Corporation's Board of Directors or incorporator on the 1st day of February, 2010.

 

JASON C. WONG, KRISTI LEE, ANTHONY LEE, FRANK KOO and ALISE CHAN

Board of Directors, National Association of Asian American Professionals - Phoenix


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