Article I – NAME

The name of this organization shall be Nepali Community Center Orlando, Florida, herein after called “NCCO” or the “Center.”

Article II – MISSION

The mission of Nepali Community Center Orlando is to promote, preserve, and share Nepali culture, values, and heritage by establishing and operating a self sustaining facility to serve the social, cultural, and civic needs of the Nepali Community and to serve the community at large.

Article III – NATURE

The organization shall be a 501 (c)(3)-registered non-political, non-religious not for profit, charitable corporation with its principal office and activities in the tri-county area of Orange, Osceola, and Seminole Counties, Florida. This corporation is organized exclusively for charitable, educational, literary, cultural, and artistic purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.

Article IV – GOALS AND OBJECTIVES

• Design, construct, and operate a venue for all communities to organize social, cultural, educational, and other community activities for a fee.  Promote a cohesive and united Nepali community identity.

• Showcase the beauty, the values, and the virtues of Nepal and Nepali cultures
• Provide opportunities for social, cultural, and educational exchanges with other communities and the mainstream American society.

To fulfill the goals and objectives, the Center’s short- and long-term general plans shall be as follows:  Organize fundraising events and programs to raise funds from individuals, communities, and institutions.  Partner with other duly registered Nepali or non-Nepali organizations or groups to work towards achieving the goals and objectives.  When sufficient capital has been raised, construct a self-sustaining facility that is accessible to all Nepali or non-Nepali community members.  Once the facility is operational, market and promotes NCCO locally and to outside communities as a potential venue for their events in the Orlando area.

Article V – MEMBERSHIP

Membership in NCCO is open to all individuals (18 years of age or older) interested in fulfilling the Center’s goals and objectives, without regard to race, creed, beliefs, color, national origin, sex, disability, or marital status. The individuals shall have no criminal conviction.

V.1 Membership Categories and Dues

The membership categories shall be as follows:

• Annual Member:

– Student (A person 18 years of age or older, attending classes at a school, college, university, or vocational school) or retired senior citizen with the voting right of one (1): Minimum $15 annual dues

– Individual (A person 18 years of age or older) with the voting right of one (1): Minimum $30 annual dues

– Family (Spouses and children under the age of 18 years). Only the parents may vote. Minimum $50 annual dues

• Life Member: – Family or individual, who donates $500 or more to NCCO

• Donor: – Family or individual, who donates $1,000 or more to NCCO

• Patron: – Family or individual, who donates $10,000 or more to NCCO

• Corporate Member: – Any organization or corporation that donates $1,000 or more to NCCO

• Honorary Member – An individual, who has acquired superior achievement and contributed outstanding noteworthy services in his/her field of endeavor, adhered to high standards of conduct, and benefited the national and international communities, and humanity. Honorary Membership shall be decided by a two-third majority vote of the Board of Directors.

V.2 Rights and Privileges

Each Member in the Center shall have rights and privileges based on established membership categories as follows:

• An Annual Member shall have: i. The right to vote in the General Election of the Center ii. The right to candidacy for an officer of the Executive Committee, provided eligibility requirements are satisfied per Article VII.2, or one of the two (2) allotted positions in the Board of Directors of the Center iii. Discounts on activities, services and rental of the Center in accordance with the published guidelines of the Center

• A Life Member shall have: i. All rights and privileges of the Annual Membership ii. Permanent inscription in the Center’s facility upon the approval by the Board

• A Donor shall have: i. All rights and privileges of the Life Membership ii. The right to candidacy for one (1) additional position in the Board of Directors for a total of three (3)

• A Patron shall have: i. All rights and privileges of the Donor Membership ii. The right to candidacy for one (1) additional position in the Board of Directors for a total of four (4)

 An Honorary Member shall have: i. All privileges of the Annual Membership, i.e., discounts on activities, services, and rental of the Center’s facility(s)

V.3 Obligations

All members of the Center must subscribe to the Certificate of Incorporation, By-Laws, and other governing documents of the Center.

V.5 Voting Eligibility

To be eligible to vote, a person must be 18 years of age or older and must be a duly paid member in good standing by May 31 of the election year.

Article VI – MANAGEMENT

VI.1 Board of Directors and Duties

The corporate powers of the Center shall be vested in the Board of Directors (herein, also referred as the “Board”). The Board of Directors shall be a deliberating body, which has fiduciary, legal and strategic responsibilities. The Board of Directors shall be responsible for the supervision, control and direction of the Center. The Board of Directors shall provide Bylaws for the regulation and conduct of the Center’s powers and affairs. The Board of Directors shall manage the affairs of the Center in accordance with applicable laws and a provision of the Center’s governing documents.

VI.2 Executive Committee and Duties

The Executive Committee shall exercise such part of the authority of the Board of Directors as delegated and permitted under applicable laws and the Center’s governing documents. The Executive Committee shall have detailed responsibilities such as monitoring day-to-day operations, overseeing details of financial management, coordinating/implementing the actions of the Board of Directors and communicating results/progress to the Board of Directors and to the Center’s Membership.

Article VII. DIRECTORS AND OFFICERS
VII.1 Board of Directors
The Board of Directors shall consist of a maximum of twenty-five (25) members. The Board shall consist of five (5) Officers of the Center (President, Vice President, General Secretary, Treasurer, and Information Secretary) and a maximum of twenty (20) Center Directors (“Directors”) elected by the Center’s Membership or as shown below. All members of the Board of Directors shall be voting members of the Center. Each member of the Board of directors shall have one vote to cast in the decisionmaking on a particular issue. The Board of Directors shall consist of individuals consisting of the following member categories:  Current Officers of the Center (President, Vice President, General Secretary, Treasurer, and Information Secretary) – 5 persons • Elected from the Patron Membership – 4 persons • Elected from the Donor Membership – 3 persons • Elected from the Life Membership – 2 persons • Elected from the Annual Membership – 2 persons • Immediate Past President – 1 person • Current President of Florida-Nepal Association (FNA) – 1 person • Current President of Florida Association of Nepalese Societies (FANS) –1 person • Current President of International Nepali Literary Society (INLS) Florida Chapter – 1 person • Current President of Newa Organization of America (NOA) Florida Chapter –1 person • 4 positions reserved for representatives of future state level organizations and others as approved by the Boardof Directors

VII.2 Executive Committee and Officers

The Executive Committee of the Center shall consist of the President, Vice President, General Secretary, Treasurer, Information Secretary, Immediate Past President and four (4) At-Large members from the Board of Directors. The Officers of the Center shall be the President, Vice President, General Secretary, Treasurer, Information Secretary, and Immediate Past President. The President, Vice President, General Secretary, Treasurer, and Information Secretary shall be elected by the general voting members of the Center. The four (4) At-Large members shall be selected by the Board of Directors from among themselves. An individual shall not take more than one position in the Executive Committee.

The candidate for the position of the President shall have served as an Officer or Director of the Center for at least one term. The candidate for any other position in the Executive Committee shall have been a member of the Center for at least twelve months (12) preceding the election.

VII.2.1 President

The President shall have the general leadership and shall be the principal spokesperson of the Center. The President shall preside over business meetings of the Center and chair the Board of Directors and the Executive Committee. The President shall perform such duties and have such powers as the Center’s Membership and/or Board of Directors may delegate to him or her.

VII.2.2 Vice President

The Vice President shall perform all the duties of the President in his/her absence. The Vice President shall assist the President and coordinate with individual members and committees in achieving goals and objectives of the Center.

VII.2.3 General Secretary

The General Secretary shall keep the minutes of all the business meetings of the Center. He/she shall notify all members of the Center about the Center’s general/annual meetings and notify the members of the Board of Directors and Executive Committee of their meetings. The General Secretary shall be responsible for presentation of the annual report and perform other duties as the Executive Committee may assign him/her from time to time.

VII.2.4 Treasurer

The Treasurer shall be the custodial of all funds of the Center and shall keep an accurate account of the income and expenditures. The Treasurer shall be responsible for receiving all the funds and shall pay the entire bill upon Authorization by the Executive Committee. The Treasurer shall maintain a bank account in the name of the Center. The Treasurer shall maintain an up-to-date roster of the membership of the Society. He/she shall prepare a budget and with the approval of the Executive Committee, shall present the budget to the Board of Directors for approval.

VII.2.5 Information Secretary

The Information Secretary shall be in-charge of maintaining and updating the database and website of the Center. He/she shall be responsible for collection and dissemination of information from and to the Membership and shall also be responsible for solicitation of advertisements and publishing and distribution of the Center’s newsletters. He/she shall perform all the duties in the absence of the General Secretary.

VII.2.6 At-Large Members

Duties of the At-Large members may vary and will be as determined by the Executive Committee.

VII.2.7 Immediate Past President

The Immediate Past President shall be the officer who had served as President of the Center in the preceding term and shall assist the current President as needed. The Immediate Past President shall be an Ex-officio member of the Board of Directors with voting right as any other voting member of the Board.

VII.3 Election and Terms

VII.3.1 Election

All voting shall be by cast ballots, via online/website, mail, e-mail, or any other means as set forth by the Election Committee. Election for the positions of all Officers and Directors, except the Immediate Past President and officials representing other state organizations, shall be by a simple majority of the votes cast by the Center’s Membership. Election results shall be announced at the Annual Membership Meeting.

VII.3.2 Terms and Power Transfer

The term of all members of the Board of Directors (including Center’s Directors, Officers, and Immediate Past President) shall be two (2) years. The newly elected Officers and Board of Directors shall begin their term one month after the announcement of the results of the election to allow time to transfer power in this transition period from incumbent to newly elected officers. No Officers shall serve on the same position for more than two (2) consecutive terms. The Directors may serve on the same position for up to three (3) consecutive terms.

VII.4 Removal from Office

The incapacitation, neglect in the performance of the duties of the office, not fulfilling his/her duties and responsibilities, acting against the interest of the Center, or getting involved in illegal activities, may be grounds for removal of any Officer or Director of the Center from the office by a two-third (2/3rd) majority votes of the Board of Directors.

The Center’s General Membership may also initiate removal of any Officer or Director from the office via a petition drive. An Ad-hoc Committee formed by the General Membership shall prepare a petition detailing the reason(s) for removal of an Officer or a Director and shall gather signatures from the Members. The petition signed by not less than twenty five percent (25 %) of the total General Membership of the Center or fifty (50) members, whichever is less, shall be presented to the Executive Committee not less than forty-five (45) days in advance of the Board of Directors meeting at which time the petition will be considered. Two-thirds (2/3 rd ) majority votes of the Board of Directors will be required to remove the Officer or Director in question from the office. Signatures from a minimum two-thirds (2/3 rd ) of the total General Membership shall be considered equivalent to the Board’s approval of the petition. The Officer or Director in question shall then be removed from the office automatically.

ARTICLE VIII – RESIGNATION, DISPLINARY ACTION, VACANCIES, LEAVE OF ABSENCE, COMPENSATION, LOANS, and LIABILITY:

VIII.1 Resignation

Any General Member, Officer or Director may resign with a 1-month advance notice to the Executive Committee. The President and General Secretary, on behalf of the Executive Committee, may request the member to withdraw his/her resignation if such is deemed necessary for the smooth functioning of the Center. Such resignation shall be made in writing, and shall take effect at the time specified in the notice.

VIII.2 Disciplinary Action

Any General Member, Officer or Director may be subjected to disciplinary action for acting against the interest of the Center, leading up to the termination of his/her membership in the Center. Any authorized members, misusing the funds of the Center will be subject to appropriate legal actions in addition to disciplinary actions.

Any Member, Officer, or Director may be relieved of his/her duties with a two-third (2/3
rd ) majority vote of the Board of Directors, if there is substantive evidence that such person is acting against the interest of the Center or is misusing the Center’s funds. The person found guilty of misusing the funds will be required to pay back misused funds in addition to complying with any other terms and conditions as may be imposed by a Court of Law.

VIII.3 Vacancies

In case of a mid-term vacancy in the President’s position, the Vice President shall take the position of the Presidency. In case of simultaneous vacancies in the positions of the President and Vice President, the Board of Directors shall choose qualified members from the Board to fill the positions. Mid-term vacancies in any other position(s) of the Executive Committee (Member or Officer) shall be filled by a qualified member of the Board of Directors as determined by the majority of the Board of Directors at the time of the vacancy.

A mid-term vacancy in a Director’s position shall be filled by a qualified voting member of the Center as determined by the majority votes of the Board of Directors at the time of the vacancy.

A person elected by the Board of Directors to fill a position vacated by an Officer or Director shall hold office for the remaining term in the particular position.

VIII.4 Leave of Absence

The maximum Leave of Absence allowed will be three (3) months in one term for any Executive Committee position, and 6 months for any Director unless otherwise approved by the Board of Directors. However, this rule does not apply to any Officer or Director who may be an active duty member of the U.S Armed forces or Federal Unit under orders of deployment or official duties.

VIII.5 Compensation

All General Members, Officers, and Directors shall serve without compensation of any kind.

VIII.6 Loans

No loans shall be made by the Center to any General Member, Officer, or Director nor may any such person secure a loan under the name of the Center without the prior approval of a 2/3rd majority vote of the Board of Directors and a 2/3rd majority vote of the members of the General Assembly.

VIII.7 Liability

The Directors and Officers of the Center shall not be personally liable for the debts, liabilities, or other obligations of the Center.

ARTICLE IX – MEETINGS

IX.1 Annual Membership Meeting

The Board shall convene at least one (1) business meeting of the General Membership annually, termed the Annual Membership Meeting. The Center’s General Secretary shall give at least a thirty (30)-day advance notice of an Annual Membership Meeting to the General Membership. The Annual Membership Meeting shall be convened during the fourth quarter of every year or as near thereto as practicable. The presence of 25 percent of the General Membership or fifty (50) members, whichever is less, shall constitute a quorum for making any business decision at the meeting.

IX.2 Other General and Special Business Meetings

As deemed necessary, the Board may convene additional general or special business meetings. Additional meetings of the Center may be convened at such date and place as shall be determined by the Board of directors and designated in a notice to the membership at least thirty (30) days in advance of the meeting. The presence of 25 percent of the total General Membership or fifty (50) members, whichever is less, shall constitute a quorum for making any business decision at the meeting. One-fourth (1/4th) of the total General Membership (i.e., 25 percent) or fifty (50) members, whichever is less, may also request a special meeting of the General Assembly, through a written and signed request submitted to the General Secretary of the Center, who shall comply with this request within two months of the receipt of the request.

IX.3 Board of Directors Meetings

No fewer than four (4) meetings of the Board of Directors shall be held each year. One (1) of these meetings shall be held at the time of the Annual Membership Meeting. In order to carry out the Center’s businesses and activities in a timely and effective manner, additional meetings of the Board of Directors may be called as determined by the Board of Directors at its previous meeting or by the President of the Center in consultation with the Executive Committee. The Secretary shall give at least fifteen (15) days advance notice of any meeting to the members of the Board of Directors. Notice of a special meeting shall state the purpose of the proposed meeting.

A majority of the members of the Board of Directors (except in cases described in the following paragraph) shall constitute a quorum at any meeting of the Board of Directors except for consideration of disciplinary action against a member. Two-thirds (2/3rd) of the members of the Board of Directors shall constitute a quorum for the consideration of disciplinary action against a member.

The decisions taken in the Board of Directors’ meeting shall be ratified by a simple majority of members present if a quorum as stipulated in the preceding paragraph is satisfied. If a quorum as indicated in the preceding paragraph is not satisfied in an officially announced and scheduled Board of Directors’ meeting, a two-third (2/3rd) majority of the attending members shall be required to ratify the decisions taken at the meeting. However, in no case, a decision made at a Board of Directors’ meeting, where less than one-third (1/3) of the total number of the Board of Directors are present, shall be considered binding.

IX.4 Executive Committee Meetings

Meetings of the Executive Committee shall be held at such times and places as its Chair (the President of the Center) determines necessary to discharge its duties. In any case, the Executive committee shall meet at least four (4) times a year to conduct the business of the Center. A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee except for consideration of disciplinary action against a member. Two-thirds (2/3rd) of the members of the Executive Committee shall constitute a quorum for the consideration of disciplinary action against a member.


IX.5 Meeting Participation by Alternative Means

Any member of the Board of Directors or Executive Committee may participate in a meeting of the Board of Directors or Executive Committee by means of a conference telephone or similar communications system that allows all persons participating in the meeting to hear each other at the same time. Such participation shall be considered presence in person at the meeting.

IX.6 Meeting Participation Requirement

All members of the Board of Directors are expected to attend at least 50 percent of the officially announced and scheduled meetings as described in Article IX.3. In the event a member of the Board of Directors does not attend the meeting for more than three (3) consecutive times, the President shall notify the member to submit a written justification for not meeting the attendance requirement. If a majority of the members of the Executive Committee determines the justification provided by the member of the Board of Directors unsatisfactory, the Executive Committee may take appropriate action, including removal of the member from the position, in consultation with the Board of Directors at a scheduled meeting.

IX.7 Access to Meetings

All interested General Members will have access to the Executive Committee or Board of Directors’ meetings. However, such members shall be quiet listeners and shall not be allowed to vote or influence the decisions of the Committee or Board.

Article X – NOMINATIONS and ELECTIONS
X.1 General Elections
Once every two (2) years, the Center shall hold a general election for the positions of all the Officers (except the Immediate Past President) and the members of the Board of Directors, except the appointees.

X.2 Nomination/Election Committee

A Nomination/Election Committee shall comprise of three (3) members from the regular voting membership of the Center and shall be appointed by the Board of Directors at least three (3) months prior to the election. Members of the Board of Directors who are not competing in the particular election shall be eligible to serve on the Nomination/Election committee. The Board of Directors of the Center shall choose, by a simple majority of their votes, one of the three (3) members of the Nomination/Election Committee as the Chairperson of this committee.

The Nomination/Election Committee shall prepare a list of one or more candidates, including the nomination introduced by petitions, for each office. Only a member of the Center, who is in good standing, shall be a candidate. The Nomination/Election Committee must receive consent from each candidate nominated for a position before his/her name is included in the election ballot. The list of candidates shall be sent to all members of the Center at least 30 days prior to the Annual Membership Meeting, where the election results will be announced.

The Nomination/Election Committee shall be responsible for providing all necessary election materials and to count the ballots. The members of the Nomination/Election Committee may not be a candidate for any contested positions and shall not campaign for any candidates.

All voting shall be by cast ballots, via online/website, mail, email or any other means as set forth by the Election Committee. The candidate who receives a simple majority of votes cast shall be considered elected for a position. Each member of the Center, except the Corporate Member, who is in good standing, will be eligible to vote.

X.3 Nominations

Nominations for a member of the Board of Directors (including the Officer) may be made by the Nominating Committee or a petition. An individual shall not be nominated for more than one position. Petitions must be signed by 25% of the total General Membership or 50 members, whichever is less and must be filed with the Center’s General Secretary accompanied by a letter of acceptance by the individual nominated for the position. The petitions must be filed at least 15 days before the distribution of the ballot.

Any NCCO member, whose name does not appear in the candidates list and who would like to contend for an eligible position in the Board or the Executive Committee, shall announce his/her intention in writing to the Chairperson of the Election Committee. The letter of intention shall be received within 15 days of the initial publication of the list of candidates.

Article XI – COMMITTEES

The Executive Committee shall have the authority to form various Sub-Committees (Standing, Ad-Hoc or other Special Committees), as needed to achieve the Center’s goals and objectives. The Executive Committee shall appoint all Committee Chairs and their terms. Committees may be dissolved by the action of the Executive Committee. Committee Chair shall have power to appoint members in the Committee with the ratification of the Executive Committee.

Article XII – FISCAL YEAR, FEES & DUES and ANNUAL BUDGET
XII.1 Fiscal Year
The Fiscal Year of the Center shall be from January 1 to December 31.

XII.2 Right to Levy Fees and Dues

Sources of financial support of the Center shall be membership dues, donations, fund raising parties and other activities and events deemed appropriate and lawful. All proceeds from different sources must be deposited into the Center’s bank account within the next 5 business days. Receipts shall be provided for any kind of financial contribution to the Center.

Membership dues shall be annually reviewed and the amounts set by the Center’s Board of Directors. The membership shall be effective upon signing of a membership application form and payment of appropriate dues or donation to the Center at any time of the year; however, the annual membership will automatically expire if not renewed by December 31 st .

The Board of Directors shall also review and assess donation policy, fiscal plan, and fund raising campaigns every year prior to the start of the new fiscal year in order to collect adequate funds for administration, operations and capital projects, if any, of the Center.

The Board of directors may establish entrance and other appropriate fees for the Center’s activities and events. The Board of directors shall establish a schedule of dues by a two-third (2/3rd) majority vote.

XII.3 Annual Budget

The Executive Committee shall prepare and present a proposed annual budget for the ensuing fiscal year to the Board of Directors for their consideration and approval. The Board shall have the authority to approve or adopt reasonable and necessary revisions to the proposed annual budget.

The approved annual budget for the ensuing fiscal year shall be presented to the General Membership each year at least thirty (30) days prior to the start of the new fiscal year.

Article XIII – EXPENSES, AUDITING and ACCESS TO ACCOUNTS
XIII.1 Expenses
No expenses shall be incurred without the prior approval of the Executive Committee. Any expenses exceeding $5,000 will need the approval of the Board of Directors. In case of an urgency or emergency, Section XIII.2 of this Article applies for the purpose of withdrawing money from the Center’s bank account. These expenses must be reported to and approved by the Executive Committee within 15 calendar days from the occurrence of the expenses.

XIII.2 Authorized Signatures

No checks can be written or money withdrawn from the bank without the authorized signatures of at least two out of four officers of the Executive Committee registered with the bank for the purpose of withdrawing money from the Center’s account. The four authorized officers shall be the President, Vice President, Secretary, and Treasurer. The priority order of the two authorized signatures will be as follows:

 President and Treasurer,  President and Secretary,  President and Vice-president,  Vice President and Treasurer  Vice President and Secretary  Secretary and Treasurer

The above priority order must be followed and must not be skipped unless otherwise approved in writing by the Officer in the higher priority rank.

XIII.3 Auditing

The book of financial accounts of the Center shall be reviewed on regular basis and audited annually by a 3-member subcommittee established by the Executive Committee. The subcommittee shall submit its report to the Board of Directors.

XIII.4 Access to Accounts

Any member of the Center can request the Executive Committee in writing and have access to the Center’s financial accounts for review during official hours. However, he/she will not have authority to make any changes. He/she may bring any issues to the attention of the Executive Committee in writing, if he/she finds any discrepancies or irregularities in accounting.

Article XIV AMENDMENTS TO BYLAWS
XIV.1 Proposal
An amendment to the Bylaws may be proposed in two ways: 

XIV1.1 Petition

By petition stating the exact content of the proposed amendment and signed by not less than twenty five percent (25 %) of the total General Membership or fifty (50) members, whichever is less. Petitions must be presented to the Secretary of the Center not less than forty-five (45) days in advance of the Board of Directors meeting at which the amendment will be considered. Once the petition is received, the Secretary will then present it to the Bylaws Amendment Committee for further action (See sub-article XIV.1.2 below).

XIV.1.2 Bylaws Committee

When necessary, the Executive Committee or the Board of Directors shall establish a Bylaws Amendment Committee. The Bylaws Amendment Committee shall propose the bylaws amendment items to the Executive Committee. Upon approval by the Executive Committee, the amendment items may be discussed at a Board of Directors meeting for comments, if deemed necessary, or submitted by the President or Vice President directly to the Board for formal vote. If the amendment items are discussed at a Board of Directors’ meeting and comments received, the Bylaws Amendment Committee shall incorporate the comments as best as possible and the Chair of the Committee shall forward the revised bylaws amendment items to the Executive Committee. The Executive Committee shall review the revised Bylaws amendment items. The President or Vice President of the Center shall then forward the Bylaws amendment items to the Board of Directors for their formal approval.

XIV.2 Procedures

The Board of Directors may amend the Bylaws by a simple majority vote, provided that a copy of such proposed amendment shall have been sent to each Board member at least 15 days in advance of the day when action thereon is to be taken. If a member of the Board is unable to attend the meeting, he/she may cast vote in writing.

The General Membership of the Center shall be notified of the proposed amendments at least 10 days prior to the Board’s meeting where the voting on the proposal is to take place. The Membership shall also be informed of the decision made by the Board of Directors on the amendments. General Membership with a simple majority of the voting members can repeal or ratify these amendments.

Voting by General Members to repeal or ratify the amendments shall be by cast ballots, online/website, mail, e-mail, or any other means as decided by the Bylaws Committee. A minimum of 30 days shall be allowed to cast their votes.

Major amendments regarding merger or affiliation with other non-profit organization shall require a two-third (2/3
rd )
majority votes of the Board of Directors and a two-third (2/3
rd ) majority votes of voting members. A minimum 50 percent of the total General Membership shall have cast their votes for such amendments. All process and procedures for the merger shall adhere to the rules and regulations governing the Center, especially Section 501 (C) (3) of the Internal Revenue Code.

Any amendments to the By-Laws shall take effect immediately upon approval by the General Membership.

Article XV ADMINISTRATIVE PROVISIONS
XV.1 Dissolution or Liquidation of the Center
All members of the Center shall be informed well in advance (at least 30 days by mail or e-mail) if there is a need/cause for the dissolution or liquidation of the Center. The Membership, shall decide by voting to ratify or reject the dissolution or liquidation.

Voting by the members shall be by cast ballots, online/website, mail, e-mail, or any other means as decided by the Board of Directors. Voting by two-thirds (2/3 rd ) of the total General Membership shall be required for this action. A two-third majority of the votes cast shall be needed for the approval of the dissolution or liquidation of the Center.

In the event of dissolution, no member, director or officer of the Center shall benefit or be entitled to share in the distribution of any of the Center’s assets. After the necessary expenses, any of the remaining assets and property of the Center shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the Federal, State or Local Government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Center is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated for such purposes.

XV.2 Propaganda and Political Activities

The Center shall not carry out any activities that may be used to carry any propaganda, or otherwise attempt to influence the legislation, or participate in, intervene in (including the publication or distribution of statements) in any political campaigns on behalf of any candidate for public office.

XV.3 Limitation of Powers

Notwithstanding any other provision of these articles, the Center shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(C)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.

XV.4 Restrictions

All policies and activities of the Center shall be consistent with applicable federal, state, and local antitrust, trade regulation, or other legal requirements.

XV.5 Limitations

No member, officer, director, committee, employee, agent, or representative of the Center shall have any right, authority, or power to expend the Center’s money, to incur liability on its behalf, or to make any commitment that will or may be deemed to bind or involve the Center in any expense or financial liability, unless such expenditure, liability, or commitment has been authorized and budgeted by the Board of Directors or by specific resolution at a duly called meeting of the Board of Directors or Executive Committee

Article XVI INTERIM MANAGEMENT

The Ad-hoc Committee formed to explore and incorporate NCCO shall be responsible for interim management and operation of the Center until an official election is held to establish an Executive Committee and a Board of Directors. The Ad-hoc Committee shall appoint an Election/Nomination Committee to conduct such an election. The Ad-hoc Committee shall automatically dissolve once the election is successfully completed.