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ARTICLE I The name of the Corporation is THE THAI ASSOCIATION OF GEORGIA INC. ARTICLE
II ARTICLE
III Somphong
Thitaram, 4325 Cove Island Drive, Marietta, Georgia ARTICLE
IV ARTICLE
V ARTICLE
VI ARTICLE
VII ARTICLE
VIII ARTICLE
IX ARTICLE
X IN WITNESS WHEREOF we have subscribed our
name this ___ day of __________ 1977.
1. These Bylaws constitute the code of rules adopted by THE THAI ASSOCIATION OF GEORGIA for the regulation and management of its affairs. 2. The purpose of the Corporation is to be a center of communications for Thai people; to operate as an organ to promote social gatherings for Thai people; to promote the social, historical and cultural heritage and traditions of the country of Thailand; and to assist all people in need. 3. The location of the initial registered office is 4325 Cove Island Drive, Marietta, Georgia. Such office will be continuously maintained in the State of Georgia for the duration of the Corporation. The Board of Directors may change from time to time the address of the registered office by duly-adopted resolution and finding the appropriate statement with the Secretary of State. 4. The Members of the Corporation are all natural persons whose dues are currently paid. The Corporation shall have only one class of members. The qualifications of membership is that the Member must be a natural person at least eighteen (18) years of age. 5. The principal place of business shall be in the State of Georgia located at 4325 Cove Island Drive, Marietta, Georgia 30067. In addition, the Corporation may maintain other offices either within or without the State of Georgia as its business requires. 6. The annual dues payable to the Corporation by each Member shall be five dollars ($5.00). The annual dues will be payable and submitted in full with the application for membership. Annual dues all be due and payable on the first day of each year. If a Member joins after July 31 of the year, then his dues until December 31 that year shall be two dollars and fifty cents ($2.50). All Members who join before July 31 shall be assessed a full year’s dues of five dollars ($5.00). Irregardless of when a Member joins, annual dues will be due and payable on January 1 of each year. 7. The Board of Directors shall be empowered in their discretion to waive membership dues for any person whom in their decision a proper person for membership, but because of financial inability unable to pay the membership dues. 8. The Board of Directors shall have no authority to assess fees against Members other than the annual dues. 9. Meeting of Members shall be held at such place or places the Board of Directors shall designate. The annual membership meeting shall be held on the second or third week in April each year. Special meeting of Members may be called by the Board of Directors. Written notice stating the place, day, and hour of all meetings shall be personally delivered to or mailed to each Member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Corporation with postage prepaid. 10. All Members whose dues are current shall be entitled to vote on each matter submitted to a vote of Members. No cummulative voting rights shall be allowed in any election or decision of the membership. 11. A quorum of the general membership shall be one third (1/3) of those Members entitled to vote. The vote of a majority of those Members present shall be necessary for the adoption of any matter voted by Members. Absentee voting or proxy voting shall not be allowed. A Member must be present in order to vote. 12. Membership in the corporation shall be non-transferable and non-assignable. 13. Membership will terminate in the Corporation on either of the following events and for no other reasons: (1.) Receipt by the Board of Directors of
the written resignation of a Member. 14. The Board of Directors in that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these Bylaws. 15. The Board of Directors must be Members of this Corporation. 16. The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Director of Public Relations, Immediate Past President, and three General Duty Directors. 17. The Directors constituting the first Board of Directors named in the Articles of Incorporation will hold office until the 1st annual election of Directors in April, 1977. Thereafter, Directors shall hold office for a term of one year. 18. A Director may be removed from office when such action will best serve the interest of the Corporation. The procedure will occur only after notice or hearing and only upon the unanimous consent of all Directors excepting the Director sought to be removed. 19. Any vacancy occurring on the Board of Directors shall be filed as follows. The Vice President shall ascend to the office of the President in the event of a vacancy in the office of President. In the event of a vacancy in the office of the Vice President, then the office of Vice President shall be fulfilled by the person elected by a majority of the Board of Directors. All other vacancies on the Board of Directors shall be filled by presidential appointments. Any person filling the unexpired term of a Director shall serve on the unexpired term of office of the Director whom he or she replaced. 20. Each elected Director shall hold office for a term of one year. 21. Meetings of the Board of Directors shall be held at such dates and times as the Board of Directors shall designate by resolution duly adopted. Written notice shall be mailed to all Directors not present when the resolution to meet was adopted. 22. A special meeting of the Board of Directors may be called by either the President or Vice President provided that the officer calling the meeting shall give at least three days written notice of the time and place of the meeting to all Directors. 23. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of the meeting except where such Director attends the meeting for the purpose of objecting in the beginning of the meeting, to the transaction of any business because the meeting is not lawfully convened. 24. Two thirds (2/3) of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at the meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Articles of Incorporation of this Corporation or any provision of these Bylaws. 25. The officers of the Corporation shall be the Board of Directors. The Board shall consist of President, Vice President, Secretary, Treasurer, Immediate Past President, Director of Public Relations, and three General Duty Directors. 26. The President, Vice President, Secretary, and Treasurer shall be elected by a majority vote of those members present at the annual meeting of the Corporation. In the event that more than two persons are nominated for an office and one fails to receive the vote of the majority of the members present, then there shall be a runoff election between the two persons who received the most votes each. The office of Immediate Past President shall be filled by the person who held the office of President when the annual elections are held in April. For the first year of operation in which the Corporation has no Immediate Past President or when the President succeeds himself or takes another office, then the President shall appoint a Member to the position of Immediate Past President, the office of the Director of Public Relations and the three General Duty Directors shall be an appointive office, and the President of the Corporation shall be empowered to make the appointment. 27. No person may hold two or more offices or directorships. 28. The President will be the Chief Executive Officer of this Corporation and will, subject to the control of the Board of Directorships or Directorial Committees, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws as may be prescribed from time to time by the Board of Directors. 29. The Vice President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors. . 30. The Secretary will keep minutes of all meetings of Members and the Board of Directors, will be the custodian of the Corporate records, will give all notices as are required by law or by these Bylaws, and, generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. 31. The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, wil prepare reports and accountings to the Directors and to the Members as required by the Board of Directors or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. 32. The Immediate Past President shall assist all officers in the performance of their duties and may have such additional duties the remaining Board of Directors may from time to time command him or her to perform. 33. The Director of Public Relations shall be in charge of promoting community understanding, participation, and involvement of this Corporation. He or she shall have such additional duties as the remaining Board of Directors may from time to time command him or her to perform. The General Duty Directors shall have the duties assigned to them by the President. 34. No Director, Officer, or Member shall receive any compensation for any service whatsoever they may perform for the Corporation. 35. The fiscal year of this Corporation will be the calendar year. 36. Except as otherwise provided by law, checks , drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution. 37. This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of the Members, Board of Directors, and Directoral Committees. The Corporation will keep its registered office a membership register archiving the names, addresses, and showing classes and other details the membership of each, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation. 38. All books and records of this Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose. 39. This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. 40. This Corporation will make no loans to any of its Directors, Officers, or Members. 41. No Member of Incorporator of this Corporation may have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Corporation, or any right, interest, or privilege which may be transferable or inheritable, or which will continue if his membership ceases, or while he is not in good standing. Expelled Members shall have no property rights to assets of the Corporation. On dissolution, assets of this Corporation remaining after the payment or discharge of all liabilities of the Corporation; the return, transfer, or conveyances of assets held on conditions requiring the same; and the transfer or conveyance of assets received and held subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes shall be distributed as follows: to an organization which itself is tax exempt under the code, rules, and regulations of the United States Code and IRS rules and regulations. 42. Amendments to these Bylaws shall only be made after recommendation of two-thirds (2/3) of the Board of Directors and after approval by a majority of the membership at any general membership meetings. 43. A majority of the Board of Directors shall at any regular meeting have the power to appoint any person to their choosing as Honorary Member of the association. Said Honorary Member shall be entitled to all the rights and privileges of a regular Member except that said Honorary Member shall not be entitled to vote or hold office in the Corporation. No dues shall be assessed against the said Honorary Member. BY LAWS OF THE THAI ASSOCIATION OF
GEORGIA INC. The
bylaws of the Thai Association of Georgia are hereby amended
as follows: 44. There is hereby formed a committee of the Thai Association of Georgia to be known s the Senior Committee.
45. All persons who serve as President of
the Thai Association of Georgia and who are entitled to
become a member of the Senior Committee shall become Lifetime
Members of the Thai Association of Georgia. No dues shall
be assessed against any lifetime members. A lifetime member
shall have all of the rights of regular membership in the
Thai Association of Georgia. 43 to read as follows: BY-LAWS OF THE THAI ASSOCIATION OF
GEORGIA INC. Amendment I Amendment II Amendment III Amendment IV Amendment V Amendment VI CLICK HERETO DOWNLOAD A PDF DOCUMENTS (Acrobat Reader Required) |
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