Bylaws & Policies

Policies

The ANFS General Policy Agenda is available here as a PDF.

Bylaws

  1. Contents

    1. Article I
    2. Article II
    3. Article III
    4. Article IV
    5. Article V
    6. Article VI
    7. Article VII
    8. Article VIII
    9. Article IX
    10. Article X
    11. Article XI
    12. Article XII
    13. Article XIII
    14. Article XIV

  2. Article I.

    1. Name:

      The name of the organization shall be America-Nepal Friendship Society, Inc.

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  4. Article II.

    1. Purpose of the Organization:

      The purpose of the Organization shall be as set forth in the Articles of Incorporation.

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  6. Article III.

    1. Membership and Dues

      1. Membership
        1. Any person demonstrating a sincere, constructive interest in furthering friendly relations between the United States and Nepal, and subscribing to the purposes between the United States and Nepal, and subscribing to the purposes of the Society as stated in the Articles of Incorporation, may become a member.
        2. The categories of membership are as follows:
          1. Patron
          2. Benefactor
          3. Life Membership
          4. Family Life Membership
          5. General Individual Membership
          6. Student Membership
        3. Any person may become a member after completing a membership application, obtaining approval of the Executive Committee and paying the annual dues as determined by the Executive Committee.
        4. New members in the last quarter of the calendar year (on or after the first day of October) will continue as members until the end of the year following such quarter. For purposes of dues and membership, “year” shall mean fiscal year. (January 1 st – December 31 st.
      2. Honorary Membership
        1. Persons, who have made a substantial contribution to the friendly relations of Nepal and the United States or to the fruitful public knowledge of the one country in the other, may be nominated for Honorary Membership without fee.
        2. The Permanent Representative of Nepal to the United Nations in New York, and the Royal Nepalese Ambassador to the United States of America shall be invited to be exofficio honorary members of the Society.
        3. Ambassadors of the United States to Nepal upon conclusion of their terms in Nepal shall be invited to be exofficio honorary member of the Society.
        4. Executive Committee shall make all decisions regarding honorary membership.
      3. Resignation
        1. Any member may resign by giving notice in writing to the Executive Committee. Membership dues already received by the Society will not be refunded.
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  8. Article IV.

    1. Officers of the Society

      1. Executive Officers
        1. The number of Executive Office bearers of the Society shall be five (7).
        2. The title of the office bearers and their position shall be as follows:
          1. President
          2. First Vice President
          3. Second Vice President
          4. General Secretary
          5. Treasurer
          6. Executive Member
          7. Executive Member
        3. They shall be elected by the majority of the secret written ballots cast by the general Membership every two years.
        4. They shall be eligible for reelection, but shall not serve more than two (2) consecutive terms in the same position in office except for under special circumstances, re: Article VII (2f).
        5. The functions of each of the office bearers of the Society, as set forth above, shall also assume the duties and functions of other officers of the Society at the same time that such individual shall assume his/her seat on the Society.
        6. Those persons elected to fill the above described positions on the Society shall take office and enter in the execution of their official duties on the 14th day of April of the year of their elections and shall continue in office through the 13th of April of the following year unless such term of service is terminated in a manner provided for in these bylaws.
      2. Compensation of Officers
        1. Officers of the Society shall serve without any compensation.
      3. Eligibility
        1. No person shall be eligible for election as Officer of the Society who has not been a duespaying member of the Society for at least two full quarters prior to the date of an election in which his or her name appears as a candidate.
        2. Persons proposed/nominating himself/herself as a candidate for position of the President must have served as a member of the Executive Committee or Board of Advisors with membership in good standing of the Society for at least one term (including the term during which such election is held) before he/she shall take office.
        3. Election for an Officer of the Society is restricted to only one member per household.
      4. Resignation of Officers
        1. An officer of the Society may resign by giving written notice to the President at least thirty (30) days prior to the desired effective date of such resignation unless compelled by health or other special circumstances, a shorter notification may be acceptable.
        2. President may resign from the post by giving at least forty-five (45) days notice in writing to the Chair of the Board of Advisors.
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  10. Article V.

    1. Duties of Officers

      1. Legal Duties
        1. The duties of the Officers of the Society shall be in accordance with the Nonprofit Corporation Law of the State of New York and any other applicable laws and statutes of the United States and the State of New York.
      2. Official Duties
        1. President:
          1. i. The President shall preside over all Executive Committee meetings and shall have general executive authority and supervision of all affairs of the Society.
          2. ii. President shall be the spokesperson of the society and represent the Society to any external functions and events that fall within the scope of the Society.
          3. iii. President shall present Society’s policy related agenda to the Board of Advisors for their approval.
          4. iv. President shall function as exofficio member of the Board of the Board and shall act as the Secretary of the Board of Advisors.
          5. v. The President shall not have voting right on the affairs of the Board of Advisors.
        2. First Vice President:
          1. The First Vice President shall perform such duties and have such powers as the Executive Committee may, from time to time, delegate to him/her.
          2. In the absence of the President, the First Vice President shall perform the duties of the President.
          3. The First Vice President shall also serve as Program Chairman. Included in his/her duties shall be the preparation annual programs and activities and present to the Executive Committee for approval.
          4. Such programs shall be finalized at least (3) weeks prior to the meetings of the Executive Committee and shall be submitted to the General Secretary for Committee approval.
          5. In addition to such duties as spelled out above, the First Vice President shall carry out duties assigned by the President or the Executive Committee as and when necessary
        3. Second Vice President:
          1. The Second Vice President shall preside over Executive Committee meeting(s) if both the President and First Vice President become unavailable.
          2. The Second Vice President shall serve as Editor of the newsletter and any other publications, such as outreach and promotional materials of the Society.
          3. The Second Vice President shall also be responsible for exchanging news of the Society with its members and other community groups as approved by the President and/or Executive Committee.
          4. In addition to such duties as spelled out above, the Second Vice President shall carry out duties assigned by the President or the Executive Committee as and when necessary.
        4. General Secretary:
          1. The General Secretary shall keep or cause to be kept, at such place as the President and/or the Executive Committee may direct, a book of minutes of all meetings and actions of Executive Committee, Board of Advisors, committees of directors, and members, with the time and place of holding, whether the regular or special, and if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members’ meetings, and the proceedings of such meetings.
          2. The Secretary shall give written notice to the membership of all annual or any other general meetings at least fourteen (14) days prior to such meetings.
          3. General Secretary shall give written notice of any special meeting at least four (4) days prior to such meeting, or shall give notice by personal delivery or telephone and/or any other electronic means at least twenty-four (24) hours before such special meeting.
          4. In addition, the Secretary shall work with Second Vice President and take a principal role in membership drive.
          5. The Secretary shall record the proceedings and appear at such meetings and perform such duties as the Executive Committee may direct.
          6. In addition to such duties as spelled out above, the General Secretary shall carry out duties assigned by the President or the Executive Committee as and when necessary.
        5. Treasurer:
          1. The Treasurer shall receive and be custodian of all funds of the Society.
          2. The Treasurer shall pay all bills upon authorization of the President and/or Executive Committee.
          3. The President and/or the Executive Committee may, from time to time, direct the Treasurer to open one or more bank accounts and specify the manner in which the Treasurer is to report on the status of such accounts. The Treasurer shall maintain a record of all money received and disbursed by the Society, and shall prepare and submit to the membership at least once a year, a financial statement sufficiently detailed to permit preparation of any annual report or return required by the Internal Revenue Service.
          4. The Treasurer shall also prepare and submit any other financial report as the Executive Committee may, from time to time, require.
          5. The Treasurer shall maintain an uptodate roster of the membership of the Society.
          6. The Books of the Society shall be audited at least once each year by a member or a professional auditor appointed by the Executive Committee.
          7. The Bank transactions shall only be made by the President or the Treasurer.
          8. In addition to such duties as spelled out above, the Treasurer shall carry out duties assigned by the President or the Executive Committee as deemed necessary.
        6. Executive Members:
          1. The duties of the Executive Members shall be defined by the Executive Committee.
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  12. Article VI.

    1. Executive Committee

      1. Members of Executive Committee
        1. The Executive Committee shall consist of the Officers of the Society as specified in Article IV (1b) of the Bylaws.
      2. Duties of the Executive Committee
        1. The Executive Committee shall transact the business of the Society and shall fill vacancies occurring on the Society, generally through an election process.
        2. On special circumstances, Executive Committee may also appoint member(s) of the Society to fulfill vacant position (s) until further electoral arrangements are made.
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  14. Article VII.

    1. Board of Advisors

      1. Composition of the Board of Advisors
        1. The Executive Committee shall appoint a Board of Advisors and may remove persons from such Board. b. Former Presidents shall naturally become members of the Board of Advisors.
        2. Any member of the Board of Advisors who misses three consecutive meetings of the Board of Advisors shall forfeit Board membership. The Executive Committee may reappoint the member upon review. On such circumstances, the President in consultation with the members of the Executive Committee shall act to appoint a new member to the Board.
        3. The Executive Committee shall from among the membership of the Board of Advisors appoint Chairman and Vice-chairman of the Board of Advisors.
        4. The President upon consultation with the Executive Committee members shall call the meeting of the Board of Advisors as and when necessary.
        5. The Board of Advisors shall consist of minimum of 11 and not more than 25 in numbers.
        6. The Executive Committee shall appoint Board members from among the Society’s general membership pool or any outside personality who supports the Society’s core values and principles.
        7. The Chair or in his/her absence the Vice Chair of the Board of Advisors shall preside over all the meetings of the Board.
      2. Duties of the Board of Advisors
        1. The Board of Advisors upon receiving proposals on any major policy issues from the Executive Committee shall be required to act upon them before any such proposal(s) become a(n) official policy(s) of the Society.
        2. The Board of Advisors shall take active roles on the development/fundraising and capacity building of the Society.
        3. The Executive Committee may from time to time request opinions from the Board of Advisors relating to the affairs of the Society.
        4. Members of the Board of Advisors may attend membership meetings to which invited by the Executive Committee and, shall vote at any such meetings, provided their dues paying membership is in good standing.
        5. Board of Advisors may serve on Committees and Sub-Committees and Task Forces as deemed necessary by the Executive Committee.
        6. Under special circumstances, the Board of Advisors shall have the authority to ask the President and/or other Executive Committee members to continue for another two-year term.
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  16. Article VIII.

    1. Legal Advisor

      1. Executive Committee shall appoint a legal advisor who shall:
        1. Provide necessary legal council to the Executive Committee and Board of Advisors on issues related to the Society.
        2. Prepare any amendments to the bylaws and present to the Executive Committee for proposal to be forwarded to the general meeting of the Society.
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  18. Article IX.

    1. Meetings

      1. Annual Meetings
        1. A general membership meeting of the Society shall be held annually or as often deemed necessary by the Executive Committee. The General Secretary shall give notice as required above.
        2. The Annual Meeting shall be held to give the membership the opportunity to vote on the affairs of the Society.
        3. Simple majority of the General membership present at the meeting shall decide on the issues tabled at the meeting.
      2. Executive of the Committee Meetings
        1. The Executive Committee shall meet as called by the President or proposed by any two (2) Officers of the Society in writing.
      3. Special Meetings
        1. Special Meetings may, from time to time, be called in accordance with the provisions of the General NonProfit Corporation Law of the State of New York.
      4. Quorum
        1. A simple majority of the:
          1. General membership shall constitute a quorum for general meeting and a simple majority of those present at the meeting shall decide on issues.
          2. A simple majority of the Executive Committee membership shall constitute a quorum for Executive Committee meetings, and a simple majority of those present at the meeting shall decide on issues.
          3. A simple majority of the Members of the Board of Advisors shall constitute a quorum for Board of Advisor’s meetings, and a simple majority of those present at the meeting shall decide on issues.
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  20. Article X.

    1. Nominations and Elections

      1. An Election Committee of three (3) members from the membership at large shall be appointed by the Executive Committee, at least two (2) months prior to the conclusion of the two-year term of the Executive Officers.
      2. The Executive Committee shall appoint one of the three (3) members as the Coordinator of the Election Committee.
      3. The Election Committee shall call for nominations from qualified members of the Society.
      4. The Election Committee shall send out the list of candidates to all eligible voting members – those in good membership standing.
      5. All qualified members of the Society may in person or through conventional or electronic mail shall cast their votes to elect all the Executive Officers of the Society. All votes shall be cast by secret written ballot and a simple majority shall elect.
      6. The Election committee shall decide all necessary election procedures under the guiding principles of Article X of the Bylaws and shall declare the results of election.
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  22. Article XI.

    1. Committees

      1. Standing Committees shall be as determined by the Executive Committee.
      2. Special and ad hoc Committees may be appointed by the President with the approval of the Executive Committee.
      3. All committees shall report to the Executive Committee or as directed by the President.
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  24. Article XII.

    1. Amendments

      1. Amendments to the Articles of Incorporation or By-Laws of the Society shall be in accordance with the provision of the General NonProfit Corporation Law of the State of New York.
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  26. Article XIII.

    1. Dissolution

      The property of this Society is irrevocable dedicated to charitable purposes, and no part of the net income or assets of the Society shall ever inure to the benefit of any officer or member of the Society or to the benefit of any private individual. Upon winding up and dissolution of the Society and after paying or adequately providing for the debts and obligations of the Society, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its taxexempt status under Section 501 (c) (3) of the Internal Revenue Code.

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  28. Article XIV.

    1. Authority of Officers

      Notwithstanding any other provision of this Bylaw, the Executive Committee shall have the authority to appoint one (1) officer, in addition to those officers authorized by Article IV (1b). Such additional officer shall be designated either as Vice President or Secretary or Assistant Secretary or such similar designation as may be in conformity with the applicable laws of the State of New York. Such additional officer shall not be a member of the Executive Committee of the Society and shall not vote at any meeting of the Executive Committee. The duties of such additional officer shall include the preparation and submission of tax returns or reports and any other report as may from time to time be required by public regulatory agencies. Such additional officer shall also be designated as Attorney-in-fact to represent the Society with the Internal Revenue Service and other public agencies, or for other purposes as the Executive Committee may determine.

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