Bylaws of the Bulgarian-American Association of Nevada
d.b.a. Bulgarian Society of Nevada
Incorporated November 15, 2001 as Bulgarian-American Association of Nevada, renamed to Bulgarian Society of Nevada on October 24th, 2006
Bylaws adopted by the Board of Directors and effective - October 25th, 2006
ARTICLE I - OBJECTIVES
Section 1. The Bulgarian Society of Nevada, Las Vegas, Nevada (The Organization) is a non-profit corporation incorporated on November 13, 2001 under the laws of Nevada with its name registered with the Nevada Secretary of State.
Section 2. The Bulgarian Society of Nevada is an independent, non-governmental, nonprofit organization promoting and preserving Bulgarian culture and tradition, and introducing them to American audiences. Our goal is to support members of the Bulgarian community in the state of Nevada in their efforts for enhancing their quality of live through programs designed to develop spirit, mind and body.
Section 3. This Organization is a non-partisan organization.
Section 4. This Organization shall not operate in any way to achieve pecuniary profit, or gain for any member hereof, but shall strive to attain the education, social and charitable purposes set forth in it Articles of Incorporation.
ARTICLE II - OFFICE
The registered office of the corporation shall be located at 9577 Big Man St., Las Vegas, NV 89123. The registered agent of the Organization shall be Ivan Ivanov.
ARTICLE III - MEMBERSHIP
Section 1. A natural person may become a member of the corporation by completing the following requirements: (1) believe in the mission of the organization (2) abide the bylaws of the Organization (3) completing an application form and (4) paying the membership dues. The Organization shall recognize the following types of members:
a. Regular Members shall be those persons who shall have right to vote and hold office.
b. Honorary Members shall be those persons of distinction and achievement that have rendered outstanding services to the Organization.
Section 2. Termination of Membership. The board of directors, by affirmative vote of two thirds of all the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present and voting at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership. The process shall be carried out in good faith. At least 15 days prior written notice shall be given to the member to be expelled, suspended, or terminated. Said notice shall state the reasons for the action, and shall give the member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion, suspension, or termination, so as to allow the board of directors sufficient time to decide whether the action shall take place. Written notice of the proposed action shall be given by first class or certified mail and sent to the member's last address.
Section 3. Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid.
Section 4. Reinstatement. on written request signed by a former member and filed with the secretary, the board of directors, by the affirmative vote of a majority of the board, may reinstate a member to membership on such terms as the board of directors may deem appropriate.
Section 5. A Membership Book shall contain the names and addresses of each member. Termination of membership shall be recorded in the Book together with the date on which membership card has been surrendered.
ARTICLE IV - FINANCIAL RESOURCES
Funds needed to maintain the Organization shall be obtained from the following sources:
a. Membership dues.
b. Special events such as dances, concerts, picnics, gatherings etc.
c. Voluntary contributions; donations and
d. Rentals, interest and dividends, and
e. Government grants opportunities, and
f. Contributions from other nonprofit organizations.
ARTICLE V - MEETINGS & ELECTIONS
Section 1. Annual Meeting: The annual meeting of the members shall be held on 24th day of October each year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in Nevada, such meeting shall be a held on the next succeeding business day. If the election of directors is not held on that day, the board of directors shall call a special meeting of the members as soon thereafter as is convenient. The meeting shall be held at a place specified in the annual meeting notice. It shall be held in Nevada.
Section 2. Special Meetings: The Organization shall hold a special meeting of members: on call of its board or the person or persons authorized to do so by these bylaws; or if the holders of at least five percent of the voting members in good standing sign, date, and deliver to any officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
Section 3. Place of meeting: The board of directors may designate any place within the State of Nevada as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all members may designate any place, either within or without the State of Nevada, as the place for the holding of such meeting.
Section 4. Notice of Meeting: Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be made in by first class mail, fax, email or telephone, whichever is more convenient, at least two days in advance of said meeting.
Section 5. Quorum: At least one-twentieth of the total number of members, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than one- twentieth of the members is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
Section 6. Proxies: At all meetings of members, a member may vote by proxy.
Section 7. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting. In the election of directors, cumulative voting shall not be permitted.
Section 8. Resolutions. All resolutions offered for the consideration of the members shall be presented in writing prior to discussion before the membership.
ARTICLE VI - DIRECTORS
Section 1. Powers: The business and affairs of the Organization shall be managed by the Board of Directors. The Board may appoint committees and hire an Executive Director for any purpose, including an executive committee that may exercise any of the authority of the Board.
Section 2. Number, Tenure, and Qualifications: The Board of Directors of the Organization shall consist of thirteen (13) members. Directors shall be elected at the annual meeting of members, and the term of office of each director shall be three-year period up to the annual meeting of the members and the election and qualification of his or her successor. Directors must be members of the Organization at the time of their election.
Section 3. Regular Meetings: A regular meeting of the Board of Directors shall be held without notice other than this by-law immediately after and at the same place as the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.
Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any two directors, and shall be held at a place determined by the directors.
Section 5. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally, mailed or emailed to each director at his business address, email address, or by fax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum: A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book.
Section 7. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.
Section 8. Removal of absent directors. Directors missing three consecutive regular meetings could be deemed removed.
Section 9. Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 10. Fees. The board of directors shall establish the annual membership fee and other fees as needed to be assessed from the members.
ARTICLE VII - OFFICERS
Section 1. Number: The officers of the Organization shall be a president, secretary, and a treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Election and Term of Office: The officers of the Organization shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the members. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.
Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties: The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices. The secretary shall prepare minutes of all meetings of the members and the board, and shall authenticate the records of the corporation upon request.
Section 6. Salaries: The salaries of the officers may be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Organization. There shall be no right to a salary and a salary may not be paid unless the Board of Directors so orders.
Article VIII Contracts, Loans, Checks, and Deposits
Section 1. Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific business.
Section 2. Loans: No loans shall be contracted on behalf of the Organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Organization and in such manner as from time to time shall be determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the board of directors shall select.
Article IX Fiscal Year.
The fiscal year of the Organization shall be January 1 to December 31.
Article X Waiver of Notice
Whenever any notice is required to be given to any member or director of the corporation under the provisions of law or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XI Amendments
These by-laws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the board; provided, however, that the number of directors shall not be increased or decreased, or by-laws be substantially altered without the prior approval of quorum of the members.
ARTICLE XII - SEAL OF THE ORGANIZATION
The Organization shall procure and shall use a Seal containing the following inscription: "The Bulgarian Society of Nevada incorporated November 13, 2001."
Article XIII Books and Records
The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article XIV Dissolution or Sale of Assets
A special resolution of the Board of Directors and all of the Directors votes shall be required to sell or mortgage assets of the Organization not in the regular course of business or to dissolve the Organization. Upon dissolution of the Organization, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the Organization shall be paid or distributed to an officer, director, member, employee, or donor of the organization.
Ivan Ivanov, President
Kristina Krilchev, Secretary