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The By-Laws of The Korean Cultural Center of Chicago
Article 1. The Name of the Organization
This organization shall be known as The Korean Cultural Center of Chicago (KCCOC). In Korean, it shall be known as: ½ÃÄ«°í ÇÑÀι®Èȸ°ü.
Article 2. The Location
Until a permanent building is secured, KCCOC will share the address of 5941 N. Lincoln Avenue, Chicago, Illinois, 60659, with the Korean-American Association of Chicago. Its web site shall be www.kccoc.org.
Article 3. The Purposes
KCCOC shall be registered as a not-for-profit organization, maintaining neutrality in political, philosophical, and religious issues. Its basic purposes shall be: (1) to discover, preserve, and develop Korean immigrants¡¯ history and Korean cultural legacies in the United States, (2) to enhance the understanding of the Korean culture¡¯s uniqueness by propagating and educating Korean culture to Korean descendants and other peoples, (3) to serve as the center for cooperation among all Korean-Americans and their organizations, and (4) to support cultural exchange and networking between Korea and the United States and conduct and facilitate any other cultural and peaceful activities.
Article 4. The Organization
KCCOC shall have the following functional or executive bodies and officers.
Article 4 - Section 1. Board of Directors
The composition and the duties of the Board of Directors (¡°Board¡±) are as follows: The members of the Board of Directors will be composed of not less than twelve (12) and not more than twenty-five (25) people. The Board of Directors shall have final authority over all matters and all staffing issues in order to carry out its duties efficiently and effectively.
Article 4 - Section 1a. The Term of the Board of Directors
The term of the members of the Board of Directors shall be three (3) years in length, and each member can serve three (3) continuous terms. No Board member can serve more than three (3) continuous terms without a minimum of a one (1) year break. After one (1) or more years of absence from the Board membership, a prior Board member can serve additional three (3) continuous terms. A new Board member shall be elected upon the recommendation of at least two (2) Board members or the Chairperson of the Board (¡°Chairperson¡±) and an approval by a two thirds (2/3) majority vote of the Board.
Article 4 - Section 1b. Chairperson¡¯s Committee of the Board (¡°Committee¡±)
The Composition of the Committee and their term are as follows: The Committee shall be composed of the Chairperson, 1st Vice-Chairperson, 2nd Vice-Chairperson, General Affairs Director, Planning Director, Public Relations Director, Treasurer, Secretary, and Internal Auditor. All Committee members shall be sitting members of the Board and be elected into their respective offices by the recommendation of at least two (2) Board members or the Chairperson and by a majority vote of the Board. Their term shall be three (3) years and each member can serve three (3) continuous terms. No member can serve more than three (3) continuous terms without a minimum of a one (1) year break. All members of the Chairperson¡¯s Committee shall serve at the pleasure of the Board.
Article 4 - Section 1b(1). Duties of the Chairperson
The Chairperson shall preside over all Board meetings, the Committee meetings, and shall be charged with conducting activities such as fund raising, public relations, operations, etc. that are a necessary and integral part of accomplishing the purposes of KCCOC.
Article 4 - Section 1b(2). Duties of the 1st Vice-Chairperson
The 1st Vice-Chairperson shall be in charge of general administrative duties of the Board and support and assist the Board and the Chairperson by acting as the Chairperson in the absence of the Chairperson.
Article 4 ? Section 1b(3). Duties of the 2nd Vice-Chairperson
The 2nd Vice-Chairperson shall be in charge of general fund raising duties and assist the Board the Chairperson by acting as the Chairperson in the absence of the Chairperson and the 1st Vice-Chairperson.
Article 4 - Section 1b(4). Duties of the General Affairs Director
The General Affairs Director shall support the Board, the Chairperson and the Vice-Chairpersons by calling meetings on behalf of the Board or the Chairperson¡¯s Committee and by overseeing and reporting to the Board the overall progress of all KCCOC activities.
Article 4 - Section 1b(5). Duties of the Planning Director
The Planning Director shall support the Board, the Chairperson and the Vice-Chairpersons by designing and implementing the overall strategies and plans for all KCCOC activities that are approved by the Board and oversee and monitor the progress of the various Working Committees.
Article 4 - Section 1b(6). Duties of the Public Relations Director
The Public Relations Director shall support the Board, the Chairperson and the Vice-Chairpersons by maintaining good relations with the public and the mass media and providing them with only the information that are Board approved for general release to the public.
Article 4 - Section 1b(7). Duties of the Treasurer
The Treasurer shall support the Board, the Chairperson and the Vice-Chairpersons by providing the budget plan, expenditure records, fund management plans, and any other financial statements and documents on a quarterly basis for the Board¡¯s review and approval. The Treasurer must be able to provide all necessary financial statements and documents for audit purposes and must maintain consistency, fairness, and transparency in all financial record keeping.
Article 4 - Section 1b(8). Duties of the Secretary
The Secretary shall support the Board, the Chairperson and the Vice-Chairperson by recording and distributing the minutes of the Board meetings and the Chairperson¡¯s Committee meetings, maintaining all legal KCCOC documents in a safe place, collecting all media materials on KCCOC activities for future uses, and assisting the General Affairs Director in calling meetings on behalf of the Board or the Chairperson¡¯s Committee.
Article 4 - Section 1b(9). The Duty of the Internal Auditor
The Internal Auditor shall have the power to audit all accounting and financial matters of the KCCOC and must report the audit results to the Board without any undue delay.
Article 4 - Section 2. The Composition and the Duties of the Working Committees
Various Working Committees may be formed to assist the Board in accomplishing the purposes of the KCCOC. The members of the various Working Committees are to be selected on the basis of their expertise and professional experience, and they are to serve the Board at its pleasure. The Chairperson of each of the Working Committees shall be a current Board member. Each Working Committee may have its own officers such as treasurer and secretary as deemed necessary.
Article 4 - Section 2a. Types of Working Committees
The Board may have Working Committees in areas such as By-Laws, Planning, Public Relations, Financial Affairs, Building, Fund Raising, Business Operations and any other areas that the Chairperson¡¯s Committee deems necessary to accomplish the purposes of the KCCOC. However, in order to discontinue and terminate the operation of a Working Committee, Board approval by a majority vote must be obtained.
Article 4 - Section 2b. The Term and Duties of the Working Committee Members
Working Committee Chairs are appointed by the Chairperson upon the advice and approval of the Board. The Working Committee Chair shall report all progress to the Planning Director and brief the Board as needed or requested. All Working Committee Members elected for a three (3) year term without any term limit by a majority vote of the Board after being nominated by the Nomination Committee. The number of Working Committee members can be limited by the Board when needed.
Article 4 - Section 3. The Composition and Duties of the Honorary Chairpersons, Advisors, and Sponsors
Any person, group or institution that contributes financially, intellectually, materially and/or by other means deemed beneficial to KCCOC is called a sponsor and becomes a member of the KCCOC sponsor group. Among sponsors, a few may be selected to serve as members of various consulting and advisory groups to the Board in recognition of and/or in anticipation of their greater financial, intellectual and/or material contribution. These consulting and advisory groups are as follows:
Article 4 - Section 3a. The Group of Advisors
Advisors, being renowned individuals in the Korean-American community, can advise the Board on all aspects of the KCCOC operation. Upon the recommendation of the majority vote of the Board, they can serve a three
(3) year term, which may be extended by the Board. The number of Advisors can be limited by the Board as needed.
Article 4 - Section 3b. The Group of Honorary Chairpersons
Honorary Chairpersons must agree with the purposes of the KCCOC and be able to assist materially to the establishment and operation of the KCCOC. These Chairpersons may be selected from the Korean-American community and non-Korean-American community for their possible contribution to the betterment of the KCCOC. Board members may recommend as Honorary Chairpersons any renowned people such as current and past presidents, chairpersons, and officers or members of any other Korean organizations in the Chicago area, as well as such individuals in non-Korean-American communities. Honorary Chairpersons serve a three (3) year term without any term limit upon the majority vote of the Board. The number of Honorary Chairpersons can be limited by the Board as needed.
Article 5. The Call for the Annual General Assembly and the Board Meetings
Article 5 - Section 1. The Call for the Annual General Assembly
The Board of Directors with the cooperation of the various Working Committees shall call the annual General Assembly during the month of June for the purpose of informing the public of the activities that had taken place during the previous year. Thus, the fiscal year of the KCCOC shall end on the last day of June.
Article 5 - Section 2. The Call for Regular and Emergency Board Meetings
Regular Board meetings shall be scheduled quarterly in the months of February, May, August, and November and any emergency Board meetings can be called at the request of three (3) or more Board members or by the Chairperson. When a regular or an emergency Board meeting is to be called, the Secretary must provide an agenda to the Board by regular U.S. postal mail, e-mail, telephone or facsimile transmission as early as possible before the meeting is held.
Article 6. Mandatory Attendance, Dues, Quorum and the Voting Method of the Board
Board members are expected to attend all regular and emergency Board meetings. However, in the event that the Board member cannot physically attend a meeting, the member is allowed three (3) excused absences from regular board meetings and must give official notice of such absence through a proxy given to and confirmed by Board member who will be present at the said meeting. All Board members must pay yearly dues as determined by the Board. Failure to attend required regular board meetings and/or to pay the required dues may result in removal from the Board. A quorum for the Board meeting is a majority attendance of the Board members by either a physical presence or a proxy vote. Any decision made by the quorum shall be considered as the representation of the entire Board¡¯s will and thus, must be fully effective and executable. Any important business such as revision of this By-Law, expenditures of the KCCOC fund or any matter that three (3) or more Board members agree is important can only be decided by a (two thirds) 2/3 majority vote of the Board.
Article 7. The KCCOC Fund Management
The Board members and Working Committee members who are charged with the financial management of the KCCOC funds and other financial resources of KCCOC must manage all financial activities fairly, transparently and efficiently, with honesty, integrity and expertise. In order to accomplish this, the following must be observed.
Article 7 - Section 1. Expenses of the Board of Directors
All non-essential expenses of the Board related to its meetings and other operational expenses thereof shall be borne by the Board members on the basis of voluntary financial contributions. This is the resolution of the Board for it believes in the most strong terms that all funds raised for the KCCOC must only be used for the said purposes of establishing and operating the KCCOC and should not be used for any other purposes and reasons. Any expenses that are essential for establishment and operation of the KCCOC can be paid from the KCCOC funds and other financial resources of the KCCOC.
Article 7 - Section 2. The KCCOC Fund Management Procedures
Management of all funds and financial resources raised for the KCCOC must follow the procedures described herein.
Article 7 - Section 2a. Accounts and Deposits at Financial Institutions
Any fund or financial resource must be deposited, without undue delay, into the KCCOC accounts at financial institutions that are approved by the Board.
Article 7 - Section 2b. The Issuance of Receipts to Donors
Upon the receipt of funds or financial resources, the Treasurer or the Treasurer-delegated Board members or Working Committee members must issue a receipt to the donors.
Article 7 - Section 2c. The Withdrawal of Funds or Financial Resources Any withdrawal over $10 from the funds or financial resources of
KCCOC must be made by a check.
Article 7 - Section 2c(1). A withdrawal up to and including $500 can be made at the discretion of the Chairperson with his/her signature only. Expenses so incurred must be reported to the Board and be approved by the Board for their reasons and justification. The Chairperson must not issue multiple checks under $500 to avoid the requirements specified in Section 2c(2).
Article 7 - Section 2c(2). A withdrawal over $500 can only be made after Board approval and with the two signatures of any of the following individuals on the check: The Chairperson, General Affairs Director and the Treasurer.
Article 7 - Section 2d. The Transparency of the Financial Records
The Treasurer must at all times know the exact and accurate financial state of funds raised and managed and must be able to provide all financial records to the Board, the Financial Affairs Working Committee, and the general public when requested.
Article 7 - Section 2e. The Release of Donor Names and Donation Amounts
The Treasurer must periodically release the list of donor names, donation amounts and the up-to-dated total cumulative donation amount to the mass media in the Chicago area and/or to the KCCOC website fairly and equally without any type of discrimination.
Article 8. The Audit and the Team of Auditors
In order to maintain the public trust of the KCCOC financial management and operation and to make sure that no financial discrepancies will occur, regular audits shall be conducted once a year (in February) until the KCCOC building is established. Any surprise audit can be conducted at the request and the need of the Board.
Article 8 - Section 1. Auditors and Their Selection
The team of auditors will be composed of three (3) members. One member must be a Board member who will serve as the head of this audit team and the other two members must be selected from the public for their knowledge and expertise in accounting matters.
Article 8 - Section 2. Audit Report All audit reports must be presented and given to the Board and the Board, after reviewing the reports, must release their results to the public.
Article 9. The Ethical Guideline for the Board Members, the Working Committee Members and KCCOC-associated People
All Board members, the Working Committee members, and the KCCOC-associated People, while conducting KCCOC and its related businesses, must pledge not to pursue their own private interests by using their position in any manner or form and shall immediately inform the Board of any conflict (or potential conflict) or interest. If this ethical guideline is violated, the Board can remove, stop and/or terminate the violator¡¯s membership and any affiliation(s) thereof with the violator by a two third (2/3) majority vote of the Board.
Article 10. Procedural Rules
Article 10 - Section 1. The Effective Date of these By-Laws the Revision Procedure
These By-Laws shall become effective immediately upon Board approval and any revision requires a two third (2/3) majority approval of the Board. When a revision is proposed, the Secretary must notify all Board members of the contents of the revision by regular U.S. postal mail, e-mail, telephone call or facsimile transmission and must give them at least one (1) week before a Board meeting is to be convened in order for them to review the revised contents thoroughly and accordingly.
Article 10 - Section 2. Meeting Procedures and Voting Method
All procedures and voting methods of the KCCOC meetings shall follow the customary ¡°Robert¡¯s Rules of Order¡±.
Article 10 - Section 3. Precedence of By-Laws in English
The KCCOC English language By-Laws shall supercede and take precedence over those B-Laws that are written in Korean.
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