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Rational For the Amendment

Rational For the Amendment

作者是 基金會秘書

週三, 30 四月 2008 21:51

RATIONALE FOR THE AMENDMENT

 BACKGROUND

After operating under the existing bylaws for several years, we feel that there are some issues need to be addressed to make the Foundation an even better organization.

Among them, perhaps one of the outstanding issues is to clarify the relationship between the Foundation and the Association.

The Foundation is under 501(c)(3), subcategory 509(a)(1). This classification put the Foundation in a unique status of a publicly-support charity organization. This means the income must satisfies the definition of publicly-support while the expense must satisfy of the definition of charity. While the expenses to social activities are permitted, they must be insubstantial. The Foundation is operated by a group of people who are either influential alumni leaders or past association presidents. However, all works are carried out by just a few officers. It lacks manpower to carry out time-consuming or labor-intensive tasks.

On the other hand, the purpose of the Association is concentration mostly on fraternity.  The organization’s status is unknown. We feel 501(c)(6)  or 501(c)(7) may be a good fit. The Association seems to hold a pattern that local alumni association takes turns to run the organization. The president is usually a prominent alumnus from this local association. The president has always been backed up by talented and enthusiastic local alumni.  Yet, he or she, as most local alumni associations do, does not have sufficient financial support.

Both organizations have their own strength and weakness. But, if we allow these two organizations be business partners so that the work of the Foundation can flow to the Association, then these two organizations can both exist in harmony.

The second issue is about the membership. The existing bylaws state that any member of the Association can be a candidate of an active member. But, it comes short to define how to become an active member. Without active members, we cannot call meeting to elect directors. Without directors, we cannot run business. Our approach to this issue is to use ncku.net to solicit active members, and to maintain membership list through e-mail, e-registration, or USPS mail if necessary.

The third issue is about the scope of the Foundation. We view the Foundation as a financial institute. The major responsibilities are fund raising, fund management, and fund dispersion. It needs a stable board with a strong financial background to support these responsibilities. Therefore, we suggest to elect directors by following the model of commercial financial institutes.

This amendment is far from perfect. However, we would like these bylaws to be workable. We can always make another amendment after the execution and find faults.

MAJOR MODIFICATION SUMMARY

1. In Article I on the purpose of the Foundation, we omitted some sentences. We felt that these sentences are best being placed in the policy of the Foundation.

2. In Article II on the membership, we required all active member to be registered and keeping an accurate e-mail address (or mail address if he does not have e-mail address). We waive dues for all active members. We relax the requirement of the site, date, and format of member meeting so that the modern technology can be employed to conduct meetings.

3. In Article III on the Board of Directors: We modified the Election and Term of Directors. We also modify the Section on how the board meeting can be called. We delete the Execute Committee.

4. In Article IV on officers: We feel that the detail duty of each officer can be covered within the policy of the Foundation. Therefore, we remove them from the bylaws.

5. In Article V on Miscellaneous Provisions: We added two items to catch the ends. We also modified the requirement to amend the bylaws

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