ASTA-JA USA BYLAWS

Date of Adoption:  June 2, 2018

ARTICLE I. NAME OF ORGANIZATION

a) The name of the Corporation is Asta-Ja USA (also known as Asta-Ja America).

b) Asta-Ja stands for eight resources: Water (Jal), Land (Jamin), Forest (Jungle), Medicinal and Aromatic Plants (Jadibuti), Manpower (Janashakti), Animals (Janawar), Crop Plants (Jarajuri), and Climate (Jalbayu).

ARTICLE II. PURPOSE
Section 1. Nonprofit Purpose
This Corporation is founded exclusively for charitable, educational, environmental, humanitarian, and scientific research and development purposes within and outside the USA and the making of distributions to organizations that qualify as tax-exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of  federal tax code.
Section 2. Specific Purpose
The specific purposes of Asta-Ja USA are to:
a) Promote and enhance sustainable conservation, development, and utilization of Asta-Ja resources, as defined in ARTICLE I,
b) Build community capacity for Asta-Ja resources, as defined in ARTICLE I, development, community resiliency, and environmental quality,
c) Promote other charitable activities related to community development through providing skills, technology and financial support, and
d) Conduct research to generate new knowledge and influence policies and practices in conversation of nature and environment, and environment-friendly sustainable development initiatives and strategies at local, national and international levels.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

a) Membership shall be open to those who support the purpose statement in Article II, Section 2.

b) Membership is granted after completion and receipt of a membership application and membership dues.

c) All memberships shall be granted upon a majority vote of the Board.

Section 2. Membership Dues
The amount required for life membership shall be eight (8) US dollar.
Section 3. Rights of Members
Each member shall be eligible to vote for the Board and Officers of the organization.
Section 4. Resignation and Termination
a) Any member may resign by filing a written resignation with the General Secretary.
b) A member can have his/her membership terminated by a majority vote of the Board.
Section 5. Non-voting Membership
a) The board shall have the authority to establish and define non-voting categories of membership.
b) Non-voting membership categories may include, but not limited to, affiliates, student affiliates, international affiliates, and fellow member.

ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular General Meetings (RGM) or General Meetings
a) Regular General Meetings of the general members shall be held every two years, at a time and place designated by the Board.
b) At the meeting, the general members receive reports on the activities of the association, and determine the direction of the association for the coming years.
c) In the Regular General Meetings, the members will elect the Board of Directors by a majority vote of the members present and voting.
Section 2. Special Meetings
a) Special meetings may be called by the President or the Executive Committee with a simple majority of vote of the Board of Directors.
b) A petition signed by 25 percent (25%) of general members may also call a special meeting of the general members.
c) The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 3. Notice of Meetings
Notice of each meeting shall be given to each voting member at least two weeks in advance prior to the meeting.
Section 4. Quorum
A quorum for a meeting of the general members shall consist of at least sixty five percent (65%) of the active memberships.
Section 5. Voting
All issues to be voted shall be decided by a simple majority of those present at the meeting in which the vote takes place

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

a) The affairs of the Corporation shall be managed by its Board of Directors.

b) The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 2. Number, Tenure, Requirements, and Qualifications

a) The numbers of the member of the Board of Directors shall be fixed from time-to-time by the Board of Directors but shall consist of no less than eleven (11) and not more than twenty-one (21) including the following Executive Officers: the President, the Vice-President, the General Secretary, the Joint-Secretary, and the Treasurer.

b) There shall be an Executive Committee comprised of the President, the Vice President, the General Secretary, Secretary and the Treasurer. The Executive Committee shall be responsible for carrying out every day administrative activities of the organization, including maintenance of all official documentations and financial records.

c) The President working with the members of the Executive Committee shall prepare agenda for Board, Annual and General meetings.

d) The members of the Board of Directors shall, upon election, enter upon the performance of their duties only after the expiration of the two year term of the existing Board and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting.

e) Members of the Policy Advisory Council and the number of Policy Advisory Council members shall be decided by the Board of Directors and Executive Officers and this must be approved by a simple majority vote of the Board of Directors present and voting. No vote on new members of the Policy Advisory Council or Executive Officers shall be held unless a quorum of the Board of Directors is present as provided in Section 5 of this Article.

f) Each member of the Board of Directors shall be a member of the Corporation in good standing whose membership is valid with dues paid in full.

g) Each member of the Board of Directors shall attend at least two (2) quarterly meetings of the Board of Directors per year.

h) The tenure of the members of the Board of Directors, Executive Officers, and the members of Policy Advisory Council shall be two (2) years.

Section 3. Annual and General Meetings
a) An Annual Meeting of the Board of Directors shall be held at a time and day in December of each calendar year at a location designated by the Executive Committee of the Board of Directors.
b) The Board of Directors may provide by resolution the time and place, for the holding of Annual Meetings of the Board.
c) Notice of these meetings shall be sent to all members of the Board of Directors no less than seven (7) days, prior to the meeting date.
d) General Meetings shall be done every two (2) years. The Board of Directors may provide by resolution the time and place for the holding of General Meetings. Notice of these meetings shall be sent to all members no less than one (1) month, prior to the meeting date.
e) General Meetings of the members of the Board of Directors shall take place in December.
Section 4. Quorum
The presence (in person, online or via telephone) of a simple majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business be act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 5. Forfeiture
a) Any member of the Board of Directors who fails to fulfill any of his or her requirements as outlined in Section 2 of this Article shall automatically forfeit his or her seat on the Board.
b) The General Secretary shall notify the Board of Directors in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.
Section 6. Election of Directors
a) Independent Election Commission shall be formed by the Board for the election of Board of Directors.
b) All authority shall be vested on Election Commission from beginning to the end, and Election Commission’s decision shall be final if any conflict arises.
c) Prior to the meeting, the Election Commission shall submit the names of the persons for the Board of Directors at the Regular General Meeting.
d) The election shall be held at the Regular General Meeting of the members.
e) Those members of the Board of Directors elected shall serve a term of two (2) year, commencing at the next meeting following the Regular General Meeting. In case the election is held before the end of the second year, the old Board of Directors shall continue until the end of the second year.
Section 7. Vacancies
a) Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors.
b) Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 7. Vacancies

a) Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors.

b) Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 8. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 9. Policy Advisory Council (PAC)

a) A Policy Advisory Council shall be created whose members shall be nominated and approved by a majority vote of the members of the Board of Directors.

b) The Policy Advisory Council shall have no administrative role.

c) Any policy matter regarding the organization shall be approved by the Policy Advisory Council.

d) The members of Policy Advisory Council shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board.

e) Policy Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors.

f) Members of the Policy Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge.

g) Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Policy Advisory Council.

Section 10. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order (https://robertsrules.org/ or https://www.afsc.noaa.gov/education/activities/PDFs/SBSS_Lesson6_roberts_rules_of_order.p

Section 11. Removal

a) Any member of the Board of Directors or members of the Policy Advisory Council may be removed with an explanation letter for expulsion, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby.

b) Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.

c) An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

ARTICLE VI. EXECUTIVE OFFICERS
The Executive Officers of the Board of Directors shall be the President, the Vice-President, the General Secretary, the Joint-Secretary, and the Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
a. He/She shall preside at all meetings of the Executive Committee.
b. He/She shall have the general and active management of the business of this Board.
c. He/She shall have general superintendence and direction of all other officers of this Corporation and see that their duties are properly performed.
d. He/She shall submit a report of the operations of the program for the fiscal year (s) to the Board of Directors and members at their annual meetings or Regular General Meetings, and from time to time, shall report to the Board all matters that may affect this program.
e. He/She shall be an Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:
a. He/She shall have the duty of chairing their perspective committee(s) and such other duties as may, from time to time, be determined by the Board.
Section 3. General Secretary
The General Secretary shall attend all meetings of the Board, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The General Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board of Directors, including the biennial General Meetings of the organization.
b. Assisted by a staff member if needed, he/she shall send notices of all meetings to the members of the Board of Directors and shall take reservations for the meetings.
c. He/She shall perform all official correspondence from the Board as may be prescribed by the Board or the President.
Section 4. Joint-Secretary
a) The Joint-Secretary shall be vested with all the powers and shall perform all the duties of the General Secretary during the absence of the latter.
b) The Joint-Secretary shall perform the duties as prescribed by the President or the Board.
Section 5. Treasurer
The Treasure’s duties shall be:
a. He/She shall submit to the Board of Directors’ approval of all expenditures of funds raised by the Board, proposed capital expenditures (equipment and furniture), and expenditures by the staff/members of the Corporation.
b. He/She shall present a complete and accurate report of the finances raised by the Board and also or at any other time upon request to the Board.
c. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and accepted accounting principles.
d. He/She shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be.
Section 6. Election of Executive Officers
Executive Officers shall be elected by a majority vote of the Board of Directors present. No vote on new Executive Officers shall be held unless a quorum of the Board of Directors is present as provided in Section 5 of ARTICLE V.
Section 7. Removal of Officer
a) The Board of Directors with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Executive Committee and elect a successor for the unexpired term.
b) No officer of the Board of Directors shall be expelled without an opportunity to be heard, and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 8. Vacancies
a) Whenever any vacancy of the Executive Officers occurs, it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.
b) Vacancies may be created and filled according to specific methods approved by the Board of Directors.
c) The persons so elected shall hold membership for the unexpired term in respect of which such vacancy occurred.
d) Salaries and Compensation
EC Officers shall not receive any salary or financial compensation for services provided to the organization.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Board may create committees, sub-committees, and taskforces as needed, such as proposal development and fundraising, public relations and outreach, research and development, capacity building, etc., and will appoint all committee chairs.

Section 2. Executive Committee

a) The five officers shall serve as the members of the Executive Committee.

b) Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board.

c) Major decisions shall be made by the Board.

Section 3. Finance Committee

a) The Treasurer shall serve as the Chair of the Finance Committee, which will include five other Board members.

b) The Finance Committee shall be responsible for developing and reviewing fiscal procedures, fundraising plans, budget development as necessary and the annual budget with staff and other Board members.

c) The Board must approve the budget, and all expenditures must be within budget.

d) Any major changes in the budget must be approved by the Board of Directors or by the Executive Committee.

e) The fiscal year shall be the calendar year.

f) Annual reports are required to be submitted to the Board showing income, expenditures, and pending income.

g) The financial records of the organization are public information shall be made available to the general members, Board members, and the public.

h) Finance Committee will be responsible for tax filing (both US Federal and State taxes) as necessary.

i) Financial Provision

• The EC shall open a Bank account in which the money of the organization will be deposited.
• The Finance Committee (Treasurer) shall maintain and update incomes and daily expenses of the organization and present to the regular EC meetings and the General Meeting.
• The Treasure and President, or Treasurer and General Secretary jointly operate Bank account.
• f) The President shall have the authority to spend up to one thousand (1,000.00) dollars for the good cause of the organization and submit to the upcoming EC meeting for approval.

ARTICLE VIII. BOOKS AND RECORDS

The Corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

ARTICLE IX. AMENDMENTS

a) The Board of Directors may amend these Bylaws by a two-third majority vote at any regular or special meeting.

b) Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each member.

ARTICLE X. CONFLICT OF INTERESTS

Any member of the EC, who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the EC, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the EC to voluntarily excuse himself/herself and will vacate his/her seat and refrain from discussion and voting on said item.

ARTICLE XI. LIQUIDATION OR DISSOLUTION

a) In the event of liquidation or dissolution of the organization, no liquidating dividends or dividends in distribution of property owned by the organization shall be declared or paid to Officers, or members of the organization or any private individual.

b) Such property shall be transferred to any charitable, scientific or educational organizations, as specified by the government of the State of Hawaii, USA.

ADOPTION OF BYLAWS

 We, the undersigned, are all of the initial Directors or Incorporators of this Corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the nine (9) preceding pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on SATURDAY of JUNE 2, 2018.

________________________________________

President, Asta-Ja USA