Bylaws

[KSEA New York Metropolitan Chapter]

BYLAWS

OF

KOREAN-AMERICAN SCIENTISTS AND ENGINEERS ASSOCIATION NEW YORK METROPOLITAN CHAPTER, INC.

Approved by the Council on April 24, 2003

Adopted by the General Assembly on May 2, 2003

TABLE OF CONTENTS

CHAPTER 1:  PURPOSE AND PROGRAMS

ARTICLE 1       Statement of Purpose

ARTICLE 2       Programs

CHAPTER 2:  MEMBERSHIP

ARTICLE 3       Membership Categories

ARTICLE 4       Qualifications for Regular Members

ARTICLE 5       Qualifications for Student Member

ARTICLE 6       Qualifications for Distinguished Sponsor Member and Honorary Member

ARTICLE 7       Voting Member

ARTICLE 8       Admission

ARTICLE 9       Membership Dues

ARTICLE 10     Disciplinary Actions

ARTICLE 11     Meeting of Members (“General Assembly”)

CHAPTER 3:  BOARD OF DIRECTORS (COUNCIL)

ARTICLE 12     Councilors

ARTICLE 13     Functions of the Council

ARTICLE 14     Election of Elected Councilors

ARTICLE 15     Council Meeting

ARTICLE 16     Salary

CHAPTER 4:  OFFICERS AND AUDITORS

ARTICLE 17     Officers

ARTICLE 18     Duties

ARTICLE 19     Auditors

CHAPTER 5:  COMMITTEES AND ADVISORS

ARTICLE 20     Executive Committee

ARTICLE 21     Other Committees

CHAPTER 6:  FINANCE

ARTICLE 22     Annual Reports

ARTICLE 23     Income and Expenses

ARTICLE 24     Fiscal Year

ARTICLE 25     Bank Accounts

ARTICLE 26     Indemnification

CHAPTER 7:  MISCELLANEOUS

ARTICLE 27     Offices

ARTICLE 28     Amendment of Bylaws

ARTICLE 29     Effective Date

BYLAWS

OF

KOREAN-AMERICAN SCIENTISTS AND ENGINEERS ASSOCIATION NEW YORK METROPOLITAN CHAPTER, INC.

CHAPTER 1:  PURPOSE AND PROGRAMS

ARTICLE 1.  Statement of Purpose

Korean-American Scientists and Engineers Association New York Metropolitan Chapter, Inc. (“KSEA NY Metro”) shall be operated exclusively as a non-profit organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code to achieve the following objectives:

  1. Contribute to the social welfare and the industrial development in the NY Metropolitan area through the promotion of science and engineering.
  2. Promote and cultivate the next generation of Korean-American scientists and engineers.
  3. Promote fellowship among Korean-American professionals engaged in science, engineering, and related fields.
  4. Enhance the professional and social status of Korean-American professionals engaged in science, engineering, and related fields.
  5. Promote cooperation between the NY Metropolitan area and Korea in science and engineering.
  6. Represent the body of KSEA members residing in the NY Metropolitan and adjacent areas.

 

ARTICLE 2.  Programs

  1. Activities to advance technical capabilities and industrial development in the NY Metropolitan area.
  2. Programs to promote and cultivate the next generation of Korean-American scientists and engineers.
  3. Scholarship and internship programs in the NY Metropolitan area.
  4. Technical conferences, symposiums, and workshops in the NY Metropolitan area. To publish and distribute technical information, including the proceedings of these meetings.
  5. Activities to promote friendship and fellowship among the members.
  6. Activities to enhance the professional and social status of the members.
  7. Activities to promote cooperation between the NY Metropolitan area and Korea in science and engineering.

 

CHAPTER 2:  MEMBERSHIP

ARTICLE 3.  Membership Categories

  1. KSEA NY Metro membership shall consist of the following four categories:
  2. Regular Member
  3. Student Member
  4. Distinguished Sponsor Member
  5. Honorary Member
  6. Admission of members except Distinguished Sponsor and Honorary Members is subject to approval of the KSEA Executive Committee.

ARTICLE 4.  Qualifications for Regular Members

            A regular member shall be a Korean-American professional residing in the NY Metropolitan area, with at least a bachelor degree or its equivalent, who is engaged in science, engineering, or a related field.

 

ARTICLE 5.  Qualifications for Student Member

  1. Undergraduate student member. An undergraduate student member shall be a college student residing in the NY Metropolitan area, who is pursuing a degree in science, engineering, or a related field. Undergraduate Student members shall not have voting rights.
  2. Graduate student member. A graduate student member shall be a graduate student residing in the NY Metropolitan area, who is pursuing a degree in science, engineering, or a related field. Graduate student members shall have the same voting right as regular members.

 

ARTICLE 6.  Qualifications for Distinguished Sponsor Member and Honorary Member

A  KSEA NY Metro member or committee may submit a nomination for distinguished sponsor member or honorary member.

  1. Distinguished Sponsor Member. The Executive Committee shall approve a distinguished sponsor member, who is a respectable natural person or legal entity and has made substantial contributions to KSEA NY Metro. The Executive Committee shall determine the qualifying amounts of financial contributions for a person and for a legal entity.  Distinguished sponsor members do not have voting rights.
  2. Honorary Member. The Executive Committee shall approve an honorary member with his or her consent, who was a KSEA NY Metro member.

ARTICLE 7.  Voting Member

A voting member is a regular member, graduate student member, or distinguished service member who has paid the membership due at least once within the last two fiscal years (the current and the past), received by the KSEA Headquarters or the KSEA NY Metro Office at least twenty (20) days before sending out the notice of a meeting.

ARTICLE 8.  Admission

Except for members described in Article 6, to become a KSEA NY Metro member the prospective member must submit the KSEA membership application form and the annual dues to KSEA or KSEA NY Metro.

ARTICLE 9.  Membership Dues

Membership dues for each membership category shall be determined by the KSEA.

ARTICLE 10.  Disciplinary Actions

In accordance with the policies and procedure adopted by the Council, the Council may suspend the rights and privileges of membership or expel any member who violates the Bylaws or KSEA NY Metro policies, interferes with KSEA NY Metro goals and business, or disgraces KSEA NY Metro’s reputation.

ARTICLE 11.  Meeting of Members (“General Assembly”)

  1. Annual Meetings. Members shall meet annually in May or June for the purpose of electing councilors and officers and for transacting such other business as may properly come before the meeting.
  2. Special Meetings. Special meeting may be initiated at any time (i) by eleven or more Councilors, or (ii) by the Executive Director at the written request of at least twenty or one-fifth of the voting regular members.  Such request shall state the purpose of the meeting.  Business transacted at all special general assembly shall be confined to the purpose stated in the notice of the meeting.
  3. Manner and Place of Meeting. Meetings held in person shall be at such places as shall be designated by the President.  At the discretion of the Council, the members may hold annual and special meetings entirely or in part by mail ballot. In such case, the Council must adopt procedures and guidelines to permit members to participate in and vote at the meeting by means of remote communications.
  4. Notice of Meetings. Written notice of each meeting, whether annual or special, stating the time and place where it is to be held, shall be delivered either personally, by mail, or by e-mail, fax or other electronic means not less than twenty (20) or more than fifty (50) days before the meeting, to each voting member at such a meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting.  Such a notice shall be directed to each member at his or her address, including e-mail address, as it appears on the records of KSEA NY Metro.
  5. Quorum. Except as otherwise provided in these Bylaws or by statute, at all general assemblies, the presence of at least twenty (20) voting members or one-fifth of all voting members at the commencement of such meeting shall be necessary and sufficient to constitute a quorum for the transaction of any business.
  6. Voting. At all general assemblies of the members, every voting member shall have one (1) vote.  All elections shall be held and all questions shall be decided by a majority of the votes cast except as otherwise provided by law or by these Bylaws.  In case of a tie vote, the Chair shall have the deciding power.
  7. Addendum. The period of the meeting notice for the General Assembly on May 2, 2003 shall be waived.

CHAPTER 3:  BOARD OF DIRECTORS (COUNCIL)

 

ARTICLE 12.  Councilors

  1. A Council consisting of the following Council Members or Councilors shall manage

the affairs of the Corporation:

  1. President
  2. Executive Vice President and Vice President
  3. Executive Director
  4. Finance Director
  5. Five (5) immediate Past Presidents who are available to serve.
  6. Twelve (12) Elected Councilors.  Elected Councilors may also serve as Executive Director or Finance Director
  7. Up to five (5) Student Councilors
  8. All Councilors must be members of KSEA NY Metro in good standing.
  9. The term of all Councilors is one year corresponding to the term of their positions, except for Elected Councilors, which is three years. In the event of a vacancy in any position except Executive Director and Finance Director, the replacement is elected by the Council. In the event of a vacancy in Executive Director and Finance Director, the replacement is nominated by the President and confirmed by the Council.  The term of the replacement is the remaining term of the replaced person.

 

ARTICLE 13.  Functions of the Council

In addition to its general authority, the Council shall deliberate and make decisions on the following items:

  1. Recommendation of candidates for President, Executive Vice President, Vice President, Auditors, Elected Councilors, and the committee members set forth in the policies adopted by the Council.
  2. Election of Student Councilors.
  3. Election of Elected Councilors in the event of a vacancy.
  4. Confirmation of Executive Director and Finance Director.
  5. Recommendation to General Assembly to enact a new Bylaw or to amend a Bylaw.
  6. Approval of new and amended policies and procedures.
  7. Approval of the Annual Report of the previous administration, and the business plan and budget of the current administration.
  8. Establish committees.

           

ARTICLE 14.  Election of Elected Councilors

The Elected Councilors shall be elected by the General Assembly, from the candidates nominated by the Council or at least 10 regular members.

ARTICLE 15.  Council Meeting

  1. Meetings. The Regular Council Meeting shall be convened three times in every fiscal year. The President or the Executive Committee may convene a special Council Meeting when necessary. The meeting notice should be sent to all Councilors at least 14 days before the scheduled meeting.  The meeting agenda should be sent to all Councilors at least 7 days before the scheduled meeting.
  2. Quorum. The presence in person or by proxy at the commencement of such meeting of at least eleven (11) Councilors shall be necessary and sufficient to constitute a quorum for the transaction of any business.
  3. Manner and Place of Meeting. At the discretion of the President, the Council may hold special meetings entirely or in part by remote communication, including e-mail, fax, and mail. In such case, the Council must adopt procedures and guidelines to permit members to participate in and vote at the meeting by means of remote communications.  Meetings held in person shall be at such places as shall be designated by the President.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Council may authorize Councilors to vote by mail or by electronic means, without a meeting, on a stated proposal.
  4. Voting. At all meetings of the Council every Councilor shall have one (1) vote.  Student Councilors may vote only in case that they are present in person at the meetings.  All questions shall be decided by a majority of the votes cast.  In case of a tie vote, the Chair shall have the deciding power.

 

ARTICLE 16.  Salary

No stated salary shall be paid to Councilors for their services as such.  However, nothing in these Bylaws shall be construed to preclude any Councilor from serving KSEA NY Metro in any other capacity and receiving compensation therefore.

CHAPTER 4:  OFFICERS AND AUDITORS

 

ARTICLE 17.  Officers

  1. Officers. The officers of KSEA NY Metro shall consist of the following:
  2. President
  3. Executive Vice President and Vice President
  4. Executive Director, who shall also serve as Secretary
  5. Finance Director, who shall also serve as Treasurer
  6. Other Officers
  7. Election. The President and the Vice Presidents shall be nominated by the General Assembly, from the candidates selected by the Council or at least 10 regular members. The Executive Director and the Finance Director shall be nominated by the President and confirmed by the Council.  Other Officers shall be appointed by the President.
  8. Term. The term for all Officers is one fiscal year. In the event of a vacancy in President and Vice Presidents, the replacement is elected by the Council.  In the event of a vacancy in Executive Director or Finance Director, the replacement is nominated by the President and confirmed by the Council.  In the event of a vacancy in Other Officers, the replacement is appointed by the President.  The term of the replacement is the remaining term of the replaced person.

 

ARTICLE 18.  Duties

  1. President. The President shall be the chief executive officer of KSEA NY Metro. The President coordinates and oversees the work and functioning of all offices and committees.  The President may sign and execute all contracts or other obligations authorized by the Council in the name of KSEA NY Metro. The President shall seek the approval of the Executive Committee on significant matters other than those previously set forth in the policies adopted by the Council. The President shall serve as Chair at Council Meetings and at member meetings, including the General Assembly.
  2. Vice Presidents. The Vice Presidents shall assist the President and the Executive Vice President serves as President when the President cannot fulfill the duties of the position.
  3. Executive Director and Finance Director. The Executive Director and the Finance Director shall perform their duties under the direction of President and the Executive Committee. They shall report and maintain the records of all meetings and activities of KSEA NY Metro relevant to their responsibilities.

 

ARTICLE 19.  Auditors

  1. Election. Two Auditors shall be elected by General Assembly, from the candidates nominated by the Council or at least 10 regular members.
  2. Term. The Auditors shall serve for one fiscal year. In the event of a vacancy in any position, the replacement is elected by the Council. The term of the replacement is the remaining term of the replaced person.
  3. Exclusions. An auditor may not also simultaneously serve as an officer or Councilor.
  4. Duties. The Auditors shall audit KSEA NY Metro finances and report the results to the Council.

 

CHAPTER 5:  COMMITTEES

 

ARTICLE 20.  Executive Committee

  1. Membership. The following members of the Council shall serve as the Executive Committee, which shall have and exercise the authority of the Council to the extent provided by Council resolution: President, Executive Vice President, Vice President, Executive Director, and Finance Director. The President may, in his discretion, appoint additional Directors to the Executive Committee by August in a fiscal year.
  2. Functions. Executive Committee Meetings shall deliberate and make decisions on the following items:
  3. Business plans and management of KSEA NY Metro.
  4. Budget and financial reports.
  5. Items delegated by the Council.
  6. Matters authorized by the Bylaws.
  7. Other appropriate matters.
  8. Meetings. The President shall convene Executive Committee Meetings as necessary. The President shall attempt to give all Executive Committee members notice of the agenda at least seven (7) days before the scheduled meeting.  Any meeting may be conducted in person, by mail, or by electronic means.
  9. Quorum. The presence in person or by proxy at the commencement of such meeting of two-third of the Executive Committee members or at least three Executive Committee members shall be necessary and sufficient to constitute a quorum for the transaction of any business.
  10. Voting. At all meetings of the Executive Committee, every committee member shall have one (1) vote.  All questions shall be decided by majority vote. In case of a tie vote, the Chair shall have the deciding power.

ARTICLE 21.  Other Committees

The Council may from time to time establish additional committees. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Council or any individual Councilor of any responsibility imposed upon it or him by law.

CHAPTER 6:  FINANCE

 

ARTICLE 22.  Annual Reports      

The following items shall be reported to all members after the approval of the Council:

  1. The final income and expense statement and the final business report for the previous year by the Past President.
  2. The business plan and budget for the current year by the current President.
  3. Other items deemed necessary by the Council.

ARTICLE 23.  Income and Expenses

KSEA NY Metro has the following sources of income and all expenses of KSEA NY Metro shall be paid using these sources:

  1. Membership fees.
  2. Sponsorships, contributions and donations from individuals and corporations.
  3. Other sources of income derived from KSEA NY Metro businesses.

ARTICLE 24.  Fiscal Year

The fiscal year of KSEA NY Metro shall commence on July 1 and end on June 30 of the following year.

 

ARTICLE 25.  Bank Accounts

The Council may designate one or more banks or financial institutions as depository of KSEA NY Metro funds.  The Council shall designate the officers who shall have the authority to deposit or withdraw KSEA NY Metro funds, and the number of signatures required to draw against the funds.  If no officers are designated, all checks shall be, signed by the President or the Vice President and countersigned by the Executive Director or the Finance Director.

ARTICLE 26.  Indemnification

  1. Definitions. Any word or words that are defined in the Associations Article of the Annotated Code of New Jersey, as amended from time to time (the “Indemnification Section”), shall have the same meaning as provided in the Indemnification Section.
  2. Indemnification of Councilors and Officers. KSEA NY Metro shall indemnify and advance expenses to a Councilor or Officer of KSEA NY Metro in connection with a proceeding to the fullest extent permitted by and in according with the Indemnification Section.
  3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a Councilor or officer of KSEA NY Metro, KSEA NY Metro may, as determined by the Council of KSEA NY Metro, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with Indemnification Section.

 

CHAPTER 8:  MISCELLANEOUS

 

ARTICLE 27.  Offices

            The KSEA NY Metro Office shall be located in the New York Metropolitan area.  The current location is 200 Sylvan Ave Suite 12, Englewood Cliffs, NJ 07632.  The principal office may be changed from time to time upon approval of the Council.

 

ARTICLE 28.  Amendment of Bylaws

The Council may recommend amendments to the Bylaws.  The amendments shall be submitted to the members at the annual meeting or a special meeting called for this purpose.  The quorum for approving amendments to the Bylaws shall be at least twenty (20) voting members or one-fifth of all voting members.  Amendments shall require approval of at least 2/3 of the total votes cast.

ARTICLE 29.  Effective Date

These Bylaws shall be effective immediately upon the approval of the General Assembly.

The undersigned certifies that the foregoing Bylaws have been adopted as the amended Bylaws of KSEA NY Metro, in accordance with the requirements of the Law of New Jersey.  These Bylaws shall become effective immediately upon adoption by the General Assembly of KSEA NY Metro.


by page

KSEA_Bylaws2014-1
KSEA_Bylaws2014-2
KSEA_Bylaws2014-3
KSEA_Bylaws2014-4
KSEA_Bylaws2014-5
KSEA_Bylaws2014-6
KSEA_Bylaws2014-7

Comments are closed