The Library and Education Assistance Foundation for Vietnam
HŠĽôi HŠĽó TrŠĽ£ Th∆į ViŠĽán v√† Gi√°o DŠĽ•c ViŠĽát Nam
TABLE OF CONTENTS
- ARTICLE I -- Name of Offices
- 1.1. Official Name
- 1.2. Corporate Offices
- ARTICLE II -- Non-Membership Corporation"
- 2.1. Non-Membership Corporation
- 2.2. Biennial Meeting
- 2.3. Special Meetings of the Board of Directors
- 2.4. Assumption of Assent
- 2.5. Quorum
- 2.6. Meeting by Telephone or Teleconference
- 2.7. Actions Without Meetings
- ARTICLE III -- Board of Directors
- 3.1. Numbers & General Power
- 3.2. Duties
- 3.3 Criteria for Nomination of Directors, Advisors, and Friends of LEAF-VN
- ARTICLE IV -- Officers
- 4.1. Election and Term of Office
- 4.2. Number and Qualifications of Officers: President, Vice-President(s),
- --- Secretary, Assistant Secretaries,
- --- Treasurer, Assistant Treasurer, Fundraising Director(s), Project Director(s)
- 4.3. Compensation and Indemnification
- 4.4. Vacancies.
- ARTICLE V -- Standing and Ad Hoc Committees"
- 5.1. Standing Committees
- 5.1.1. Nomination Committee
- 5.1.2. Finance/Audit Committee
- 5.1.3. Fundraising Committee
- 5.1.4. Project/Program Committee
- 5.2. Ad Hoc Committees
- ARTICLE VI -- Advisory Council (Board of Advisors)
- ARTICLE VII -- Miscellaneous
- 7.1. Fiscal Year and Auditing
- 7.2. Books and Minutes
- 7.3. Dissolution
- 7.4. Bylaws Amendments
- ARTICLE I -- Name and Offices:
- 1.1. OFFICIAL NAME: The official name of the Corporation is LEAF-VN (The Library and Education Assistance Foundation for Vietnam).
- 1.2. CORPORATE OFFICES: The principal office of the Corporation is located within the City of McLean, Virginia.
The Corporation may establish other offices, as the Board of Directors may designate or as the affairs of the Corporation
may require from time to time.
- ARTICLE II -- Non-Membership Corporation
- 2.1. NON-MEMBERSHIP CORPORATION: LEAF-VN (The Library and Education Assistance Foundation for Vietnam) is a non-membership, non-profit corporation,
for which the directors have all the responsibility and authority. The Board of Directors are its sole members.
It has an Advisory Board and Friends of LEAF-VN. These Advisors and Friends shall be invited to join LEAF-VN as
Board Directors up to a maximum of fifteen directors. Only Board Directors can vote.
All elected Board Directors of a nonprofit corporation are PARTNERS, with the BOARD in the fulfillment of the
Corporate mission to carry out the role of partnership to achieve optimum performance for the corporation.
- 2.2. BIENNIAL MEETINGS OF THE BOARD OF DIRECTORS: The regular meeting of the Board of Directors to elect officers, transact business, revise and update Bylaws or other
Corporation regulations, shall be held biennially (every two years) during the summer; exact time and place shall be
determined by the Board of Directors.
If a director fails to attend successive biennial regular meetings, his or her position shall become vacant for the
remainder of the term or until the vacancy is filled. At the discretion of the Board of Directors,
imposition of this rule may be waived due to extenuating circumstances.
- 2.3. BOARD SPECIAL MEETINGS: The Secretary or the President may call a special meeting of the Board of Directors
whenever he or she deems it necessary. The Secretary shall fix the place and time
for holding any special meeting of the Board of Directors. Notice of each special meeting
stating the purpose, place, day and hour of the meeting shall be given to each director at
his or her last known business or home address at least seven (7) days prior thereto by the
mailing of written notice, or at least two (2) days prior thereto by personal delivery of
written notice or by telephone or telegraphic notice, or other electronic means of notice
(and the methods of notice need not be the same to each director).
- 2.4. ASSUMPTION OF ASSENT: A director of the corporation who is present at a meeting of the Board of Directors
at which action or any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent shall be entered in the minutes of the meeting,
or unless he or she shall file his or her written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward such dissent
by registered mail to the secretary of the corporation immediately after the adjournment of
the meeting or if dissent is not noted when the minutes are circulated or approved,
the dissenting director(s) may direct its inclusion.
- 2.5. QUORUM: Fifty percent (50%) of elected directors of LEAF-VN (The Library and Education Assistance Foundation for Vietnam)
shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Each director shall be entitled to one (1) vote and the vote of the majority of the directors present
in person at a meeting at which a quorum is present shall be the ACT OF THE BOARD OF DIRECTORS.
If less than a quorum is present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.
- 2.6. MEETINGS BY TELEPHONE OR TELECONFERENCE: Members of the Board of Directors or any committee may participate in a meeting of the
Board or Committee by means of conference telephone or similar communication equipment
by which all persons participating in the meeting can hear each other at the same time.
Such participating shall constitute presence in person at the meeting.
- 2.7. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the directors or
any committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken or to be taken, is signed by all of the directors or
committee members entitled to vote upon such action at a meeting. Such content
(which may be signed in counterparts) shall have the same force and effect as
a unanimous vote of the directors or committee members.
- ARTICLE III -- Board of Directors: The day-to-day administration of LEAF-VN is the charge of the President,
but it is the role of the Board of Directors to provide an operational framework,
presenting to the Board for questioning, discussion, and ultimately a vote of approval.
- 3.1. NUMBER & GENERAL POWER: The business and affairs of the Corporation shall be conducted under the direction of,
and the control and disposal of the Corporationís properties and funds shall be vested in,
its Board of Directors, except otherwise provided in the Virginia State Nonprofit Corporation Act,
and the Corporationís Articles of Incorporation.
There shall be no less than a minimum of five (5) and a maximum of fifteen (15) directors
as stated in the Articles of Incorporation of LEAF-VN (The Library and Education Assistance Foundation for Vietnam).
At present, when this Bylaws is construed, the nonprofit organization has 9 directors.
- 3.2. DUTIES: In carrying out the functions for the Corporation, the directors are subject to three primary
obligations: a duty of care, a duty of loyalty, and a duty of confidentiality.
- 3.2.1. A DUTY OF CARE: Calls upon to participate in the decisions of the Board. Each director should be informed
of the Corporationís activities and should exercise his or her independent judgment on all
corporate decisions. In the course of business, a director may act in reliance on information
and reports received from regular sources whom the directors reasonably regards as trustworthy
- 3.2.2. A DUTY OF LOYALTY: Requires directors to exercise their powers in the interest of the Corporation not
in their own interest or the interest of another entity or person. However,
directors of nonprofit corporations may have interests in conflict with those of the corporations.
The duty of loyalty requires that a director be conscious of the potential for such conflicts
and act with candor and care in dealing with such situations.
Example of a CONFLICT OF INTEREST is whenever a director has a material personal interest
in a proposed contract or transaction to which the corporation may be a party.
A banker, for example, attorney, or real estate broker may benefit from employment by the Corporation.
Or, access to information which could be used for individual profit might put the director in conflict with the Corporation.
The conflicts of interest should not be treated as a moral or legal offense,
but rather by prescribing the methods whereby a board of directors and the individual
directors should disclose conflicts and how they should proceed in the face of such situations.
Therefore, the individual director should disclose the transaction to the Board of Directors
in sufficient detail and adequate time to enable the board to act or decline to act with regard to such transaction.
- 3.2.3. A DUTY OF CONFIDENTIALITY: A director should not, in the regular course of business, disclose information about
the Corporationís legitimate activities unless they are already known by the public or are of public record.
- 3.3. CRITERIA FOR NOMINATION OF DIRECTORS, ADVISORS, AND FRIENDS FOR LEAF-VN: Recommendations for nominees for directors, advisors, and friends of LEAF-VN may be submitted
by affiliate associates, incumbent directors, or incumbent advisors or friends.
The establishment of the criteria for director, advisor, and friend for LEAF-VN means
the qualifications that these people should have to be able to become an associate with LEAF-VN.
The Board of Directors might decide that it wishes to have people of certain standing in the community,
certainly of good character, of sufficient means to assist the Nonprofit financially, of competence,
and of willingness to work for the goals of the Corporation.
- ARTICLE IV -- Officers:
- 4.1. ELECTION AND TERM OF OFFICE: The officers of the Corporation shall be elected, for a term of four years commencing
on election, by the Corporationís directors at the biennial meeting of the Board of Directors.
Each officer shall hold office for a term of four (4) years or until his or her successor
shall have been duly elected and shall have qualified; or until his or her earlier death, resignation or removal.
To have an effective and enthusiastic board of directors, the Article of Incorporation of
LEAF-VN (The Library and Education Assistance Foundation for Vietnam) prescribes
an extra clause for OPTIONAL ELECTION. Every two years one third (1/3) of the total officers
of the Board of Directors is up for re-election. Also during this re-election period,
ADDITIONAL DIRECTORS for the board will be recruited and elected as may be deemed to the workload of the Corporation.
- 4.2. NUMBER AND QUALIFICATIONS OF OFFICERS: The officers of the Corporation shall consist of a president, one or more vice presidents,
a secretary, a treasurer, and such other officers, assistant officers and agents, assistant secretaries,
and assistant treasurers up to a maximum of fifteen (15) officers as may be deemed necessary or
desirable by the Corporationís Directors and prescribed in the Articles of Incorporation of
LEAF-VN (The Library and Education Assistance Foundation for Vietnam).
One person may hold more than one office at a time, except that no person may simultaneously
hold the offices of President and Secretary. The President shall be a member of the Board of Directors.
The following offices have been elected to serve LEAF-VN beginning with fiscal year of July 1998 to June 1999:
President, Vice-President, Secretary, Treasurer, Assistant Treasurer, Project/Program Director,
Assistant Project/Program Director, Fundraising Director, and Assistant Fundraising Director (9).
- 4.2.1. PRESIDENT: The Board of Directors shall elect a President who, as chief officer under
its supervision and direction, shall carry on the general affairs of the Corporation.
The President shall be a member of the non-profit corporation and shall be a voting member
of all standing committees of LEAF-VN.
It shall be his or her duty to approve the expenditure of the monies
appropriated by the Board of Directors in accordance with the budget approved by
the Board of Directors. The President shall make an annual report of the corporation.
The President shall preside at all biennial meetings of the Board of Directors,
but not the Standing Board Committees' meetings. All officers, agents,
and employees shall report to the President.
The President shall perform such other duties as may be determined from time to time by the Board of Directors.
- 4.2.2. VICE-PRESIDENT: The Board of Directors shall elect one or more Vice Presidents who shall assist the
President in carrying out the programs of the Corporation. In the event of the prolonged
absence or disability of the President, the Board shall appoint one Vice President as
Acting President, and, as such the Acting President shall have all the authority
and duties vested in the President.
- 4.2.3. SECRETARY: The Board of Directors shall elect a Secretary who shall attend the meetings of the
directors and of all Board Standing Committees (or alternative presence by other means of
communication such as e-mail and telephone conference), and shall be responsible for the
proceedings of the Board of Directors and of all Standing Board Committees, at their respective meetings.
The Secretary shall provide for notification of the directors and advisors (if necessary)
of the Corporation of their respective meetings in accordance with these Bylaws of the Corporation,
shall be the custodian of the corporate records and seal, shall make certifications of board actions,
bylaws, and all organizational documents, and shall perform such other duties as may be assigned
by the Board of Directors or the President.
- 4.2.4. ASSISTANT SECRETARY: If necessary, one or more secretaries shall be elected, the Assistant Secretary(ies),
in the absence of the Secretary, shall have the authority and duties vested in the Secretary.
He or she shall perform such duties as may be assigned to him or her by the Secretary,
the Board of Directors, or the President.
- 4.2.5. TREASURER: The Board of Directors shall elect a Treasurer who shall be the financial officer
of the Corporation and shall receive and deposit in a bank to be approved by the
Board of Directors all the monies of the Corporation and keep an accurate account thereof.
He or she shall make disbursements subject to such regulations as may be determined
from time to time by the Board of Directors, and shall make reports of the finances of
the corporation annually and whenever requested by the Board of Directors or the President.
The Treasurer shall chair the Finance/Audit Committee and work closely with the outside
auditing firm chosen by the Board of Directors.
At the end of his or her term of office, the Treasurer shall deliver to his or her successor
all books, monies, and other property of the Corporation then in his or her possession.
The Board of Directors may require the Treasurer to give such security as it may direct
for the faithful performance of his or her duties.
- 4.2.6. ASSISTANT TREASURER>: If one or more shall be elected, the Assistant Treasurer, in the absence of the Treasurer,
shall have all the authority and duties vested in the Treasurer. He or she shall perform
such duties as may be assigned to him or her by the Treasurer, the Board of Directors or the President.
- 4.2.7. FUNDRAISING DIRECTOR: The Board of Directors elect a Fundraising Director to oversee all fundraising aspects,
although the responsibility for attracting the financial resources to sustain the
Corporation and its programs, lies in the governing board (the Board of Directors)
to bring the success and failure of the whole Corporation.
The Fundraising Director, above all, shall cooperate with the President,
to be the initiators to generate ideas which will move the fundraising activities forward;
and to motivate Board Directorsí actions and participations; and to assure that Corporationís
philanthropic goals merit the respect and trust of general public through his or
her comprehension and compliance with The Donor Bill of Rights. (*)
He or she shall develop a strategic planning to determine funding needs, prospect
identification and evaluation of donors, the objectives as well as the officials of the funding foundations.
As the chairperson for a Fundraising Committee, he or she shall develop fundraising programs,
special events, support constituencies, annual givings, and solicitation methods.
And, in return he or she shall ask for the cooperation of all directors including the President
in this endeavor to sustain the success of the Corporation.
- 4.2.8. ASSISTANT FUNDRAISING DIRECTOR: If more than one Assistant Fundraising Director shall be elected, the Assistant Fundraising Director,
shall have all the authority and duties vested in the Fundraising Director. He or she shall perform
such duties as may be assigned to him or her by the Fundraising Director, the Board of Directors, or the President.
- 4.2.9. PROJECT/PROGRAM DIRECTOR: The Board of Director shall elect a project director to oversee the Corporationís overall
mission, long-term objectives, and the monitoring of on-going projects.
He or she, shall analyze and study all recommendations of new projects for the Corporation.
The Project Director shall work closely with the Fundraising Director in strategic planning
and financial need to support the continuation of the Corporationís projects.
The two directorsí interplay is the force and survival of the Corporation.
The Project Director shall prescribe the budget plannings for all the projects
proposed by the directors, in consultation with the involved directors,
the Fundraising Director, the Secretary, and the President.
He or she shall make an annual report and periodic reports of all projects of
current year as well as a written strategic plan for future projects in the next two to three years.
- 4.2.10. ASSISTANT PROJECT/PROGRAM DIRECTOR: If necessary, one or more Project/Program Director (s) shall be elected.
The Assistant Project/Program Director (s) in the absence of the Director,
shall have the authority and duties of the Director. He or she shall perform
such duties as may be assigned by him by the Project/Program Director,
The Board of Directors, or the President.
- 4.3. COMPENSATION and INDEMNIFICATION: The compensation of the President shall be fixed from time to time by the Board of Directors.
No officer shall be prevented from receiving a salary by reason of the fact that he or
she is also a director of the Corporation. However, during any period in which the
Corporation is a private foundation as described in section 509(a) of the Internal Revenue Code,
no payment of compensation, or payment, or reimbursement of expenses, shall be made in any manner
which might result in the imposition of any liability under section 4941 of the Internal Revenue Code. (*)
INDEMNIFICATION. Except to the extent expressly prohibited by the Not-for-Profit
Corporation Law, the Corporation shall indemnify any person made, or threatened to be made,
a party to an action by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he or she is or was, or he or she is the executor,
administrator, heir or successor of a person who is or was, a director or officer of the Corporation.
No indemnification shall be made under this Bylaws if a judgment or other final
adjudication adverse to such person establishes that his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally gained in fact
a financial profit or other advantage to which he was not legally entitled,
and provided further that no such indemnification shall be required with respect
to any settlement or other non-adjudicated disposition of any threatened or pending
action or proceeding unless the Corporation has given its consent to such settlement or other disposition.
The Corporation shall advance or promptly reimburse, upon request of any person
entitled to indemnification hereunder, all expenses, including attorneysí fees
reasonably incurred in defending any action or proceeding in advance of the final
disposition thereof, upon receipt of a written undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be entitled
to indemnification or, where indemnification is granted, to the extent the expenses
so advanced or reimbursed exceed the amount to which such person is entitled.
The Corporation is authorized to enter into agreements with any of its directors,
officers, or employees extending rights to indemnification and advancement of expenses
to such person to the fullest extent permitted by applicable law, or to provide such
indemnification and advancement of expenses PURSUANT TO A RESOLUTION OF THE BOARD OF DIRECTORS.
For purpose of this Bylaws, the Corporation shall be deemed to have requested
a director or officer of the Corporation, or an outsider to SERVE AS AN EMPLOYEE
of benefit plan where the performance by such person of his or her duties to the
Corporation also imposes duties on, or otherwise involves services by, such person
to the plan or participants or beneficiaries of the plan, and excise taxes assessed
on a person with respect to an employee benefit plan pursuant to applicable law shall
be considered indemnifiable expenses.
- 4.4. VACANCIES: Any director may resign at any time by giving written notice to the Board Chair,
President, or Secretary of the Corporation. Such resignation shall take effect at
the time specified therein, and if not specified therein, it shall take effect upon
receipt and the acceptance of such resignation shall be necessary to make it effective.
Any vacancy occurring in the Board of Directors for any reason may be filled by
the affirmative vote of a majority of the remaining directors even if less than a quorum.
A director chosen to fill a vacancy shall be elected for the unexpired term of his or her predecessor.
- ARTICLE V -- Standing and Ad Hoc Committees:
LEAF-VN shall form its Standing and Ad Hoc Committees. Standing Committees receive their
charge from the Bylaws and function on ongoing basis; while Ad Hoc Committees shall be created
to address special issues and shall be dissolved as soon as their charge will be expedited.
- 5.1. STANDING COMMITTEES FOR LEAF-VN: There shall be four (4) Standing Committees:
(1) Nomination Committee,
(2) Project Committee,
(3) Finance/Audit Committee, and
(4) Fundraising Committee.
These committees shall develop policy options for the Board and recommend actions
for its consideration and approval. Much of the Boardís work is accomplished through
its committees. However these committees do not supplant the responsibilities of the full Board.
That is to say that while the committees prepare the way and recommend a policy option,
the Board Directors have the full responsibility to judge and to understand the proposed issues,
as well as to have their determination of the needs of the organization.
- 5.1.1. NOMINATION COMMITTEE:
- 22.214.171.124. Tasks: The Nomination Committee determines the composition of the Board by identifying,
recruiting, and proposing board members including also the responsibility for orientation,
continuing education, and evaluation of board associates.
The Committee shall develop written description of Board Directors and associatesí
responsibilities; and subsequently shall create a plan for identifying prospective associates.
126.96.36.199. Board Relationship: The Chief Executive (President) should work closely with the Nomination Committee.
The Committee plays a crucial role in the process of Board Director and
associate selection, from identifying the type of Board Director/associate
to cultivating candidates to conducting new member orientation.
The Committee shall cultivate, screen, and interview candidates for LEAF-VNís
categories of Advisors, Friends and recommend them to the full Board for approval.
And the Committee shall develop and nominate board officers.
- 5.1.2. FINANCE/AUDIT COMMITTEE:
- 188.8.131.52. Tasks: The Finance/Audit Committee shall coordinate the Boardís financial oversight
responsibilities by recommending policy to the Board, interpreting it to the members, and monitoring its implementation.
The Committee shall oversee the Corporationís assets, review the annual budget
and recommend it to the full board for approval; monitor budget implementation
and financial procedures. The Committee shall review financial reports twice a year.
It shall manage the Corporationís investments, including the endowment; however
the Board shall also need outside special expertise.
The Committee shall recommend an independent accounting firm to conduct the
Corporationís own audit. When the audit reveals the need for improvement in
financial management, the Committee shall nominate the implementation for the necessary changes.
- 184.108.40.206. Board Relationship: As financial advisors, the Finance/Audit Committee may work closely with a number
of other committees to develop strategic planning for financial matters,
especially with the Fundraising Committee.
- 5.1.3. FUNDRAISING COMMITTEE:
- 220.127.116.11. Tasks: The Fundraising Committee shall be charged with leadership and direction of
fundraisingís four objectives: (1) To define and develop programs asking for
public support for the organization, (2) To actively solicit, (3) to maintain
positive relations with donors for regular and annual givings, and (4) to invest and
to endow funds to preserve their current value and to generate earnings for current use.
The Committee shall be responsible for daily management of fundraising activities,
acknowledgment of gifts, maintenance of donor records, recognition, deposit,
and accounting for all gifts received.
The Committee shall fulfill the public reporting requirements, such as the preparation of
Internal Revenue Service Form 990 and other IRS documents associated with the conduct of
public solicitation and acceptance of gifts of any type.
- 18.104.22.168. Board and other relationships: Although the Committee shall develop revenue for the Corporation, hold authority and stewardship
for all methods and techniques of fundraising activity, the responsibility for preservation and
enhancement of philanthropy shall be retained by the Board of Directors.
The Committee shall set up procedures and methods to maintain relationship with related
supporting organizations and funding foundations for their profiles and objectives, their gifts,
their tax-exempt privileges, etc. The Committee shall also keep records of volunteer participation
during fundraising campaign, its roles and its period of service, etc.
The Committee shall comply with state and local agencies, or local and county community in
accordance with current regulations, such as permits, fees, licenses to be required along with
public disclosure of tax-exempt certificates, audits, and financial statements, etc.
- 5.1.4. PROJECT/PROGRAM COMMITTEE:
- 22.214.171.124. Tasks: The Committee shall recommend project policy to the full Board for approval, set guidelines for
Board involvement in project matters, and monitor implementation of the Corporationís strategic plan with regard to projects.
On behalf of the Board of Directors, the Committee shall recommend major program initiatives to
the full Board for approval and report regularly on the Corporationís projects.
- 126.96.36.199. Board Relationship: The Project/Program Committee shall interact with a number of other committees, including the Finance/Audit
Committee and the Fundraising Committee for strategic planning.
- 5.2. AD HOC COMMITTEES: Ad Hoc Committees are formed to carry out a specific charge and are dissolved once that
charge has been completed. Ad Hoc Committees can have outside members to form strategic task force for the committees.
At the time when they are formed, the Ad Hoc Committees should provide specific statement of
mission along with the deadline for accomplishing it. They shall report to the Board of Directors
in the same manner as Standing Committees. Examples of Ad Hoc committees are: An Ad Hoc Committee
is called for "Drafting a Bylaws Revision," "Conducting a Feasibility Study For a New Program," or
"Planning a Fundraising Event."
- ARTICLE VI-- Advisory Council (Board of Advisors): LEAF-VN (The Library and Education Assistance Foundation for Vietnam) shall have an
Advisory Board or Advisory Council or Board of Advisors for the Corporation.
Individuals who have had a leadership role in the Corporation itself or in other organizations
with good credentials, or prominent officials, or generous donors, may be asked to perform special
functions or ceremonial functions from time to time.
The Advisory Council or Board of Advisors shall either involve in the Corporationís
activities, or assist the Corporation to promote its objectives and purposes for the progress of the Corporation.
- ARTICLE VII -- Miscellaneous:
- 7.1. FISCAL YEAR AND AUDITING: The fiscal year of the Corporation shall be July 1st to June 30th inclusive (the first fiscal year
of LEAF-VN is July 1st 1998 to June 30th 1999). After the close of each fiscal year of the Corporation,
financial transactions of the Corporation for the preceding fiscal year shall be audited by certified
public accountants, as directed by the Board of Directors, and a report of the audit shall be made to the
Board of Directors within ninety (90) days after the close of the fiscal year.
The Board of Directors shall designate within a reasonable time after the annual meeting,
an Audit Committee which shall recommend the firm to be employed as the Corporationís independent auditor.
The Audit Committee, chaired by the Treasurer, reviews annual financial statements,
in consultation with the independent auditor, the Corporationís annual financial, any certification,
report, opinion, report, or any disputes relating to those financial statements.
- 7.2. BOOKS AND MINUTES: Since the President is also the Registered Agent of LEAF-VN, he or she shall keep correct
and complete books and records of accounts and financial statements and shall also keep minutes
of the proceedings of its Board of Directors and Committees. All books and records of the Corporation
may be inspected by any director or his or her accredited agent or attorney, for any proper purpose at any reasonable time.
- 7.3. DISSOLUTION: On dissolution of the Corporation, all of its net assets shall be paid over or transferred to one or more exempt
organizations of the kind described in Internal Revenue Code Section 501 © (3).
The organization to receive such property shall be designated by the Board of Directors.
Any assets not so disposed of shall be disposed by the Virginia State Court in and for the
County of Fairfax exclusively for one or more exempt purposes within the meaning of Internal Revenue
Code Section 501©(3), or to such organization or organizations, as said court shall determine,
which are organized and operated exclusively for such purposes.
- 7.4. BYLAWS AMENDMENTS: These Bylaws may be amended, repealed or modified, and new Bylaws adopted,
by the affirmative vote of two-thirds of the Board of Directors.