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HSP-Revised and Approved on 8/26/2012. Amended 3/16/2014. Article 6, Section 4.
This edition of HSP’s By-Laws was published on 1/22/2022 for use by the Administrative Officers, Boards of Directors and Advisors for the 2022-23 term.
ARTICLE 1: NAME AND PURPOSE3
Section 1.Name3
Section 2.Purpose3
Section 3.Principal Location3
ARTICLE 2: GENERAL MEMBERS3
ARTICLE 3: BOARD OF DIRECTORS4
Section 1.Numbers and Qualifications4
Section 2.Duties and General Power4
Section 3.Election5
Section 4.Compensation5
Section 5.Term of Office5
Section 6.Resignation5
Section 7.Chairperson of the Board of Directors5
ARTICLE 4: BOARD OF ADVISORS6
Section 1.Numbers and Qualifications6
Section 2.Duties and General Power6
Section 3.Election6
Section 4.Compensation6
Section 5.Term of Office7
Section 6.Resignation7
Section 7.Chairperson of the Board of Advisors7
ARTICLE 5: ADMINISTRATIVE OFFICERS7
ARTICLE 6: PRESIDENT7
Section 1. Qualifications7
Section 2. Duties and General Power8
Section 3. Presidential Election8
Section 4. Election Committee8
Section 5. Term of Office9
Section 6. Resignation9
ARTICLE 7: VICE PRESIDENTS9
Section 1. Qualifications9
Section 2. Duties and General Power10
Section 3. Term of Office10
Section 4. Resignation10
ARTICLE 8: TREASURER, SECRETARIES AND PROJECT MANAGERS10
Section 1. Qualifications11
Section 2. Duties and General Power11
Section 3. Term of Office12
Section 4. Resignation12
ARTICLE 9: COMMITTEES12
ARTICLE 10: MEETINGS13
Section 1. Notice13
Section 2. Votes13
Section 3. Quorum13
Section 4. Meeting Attendance13
Section 5. Emergency Meetings13
ARTICLE 11: FISCAL OPERATION14
ARTICLE 12: MISCELLANEOUS PROVISIONS14
Section 1. Definitions: Quorum and Majority14
Section 2. Liability14
Section 3. Donations14
Section 4. Corporate Logo14
Section 5. Checks, Drafts and Other Monetary Instruments14
Section 6. Amendments15
Section 7. Non-Profit Status15
Section 8. Conflict of Interest15
Section 9. Dissolution15
Section 10. Employees15
Section 11. New Year Celebration16
Section 12. Cultural Park Rental Policy16
The name of the organization shall be Hmong Southeast Puav Pheej, Inc., hereinafter called the Organization.
The official abbreviation for the Organization shall be HSP. The official name and abbreviation shall not be modified, altered, or changed without a majority vote of the Board of Directors, Board of Advisors, Administrative Officers, and general members at a public meeting. The modified, altered, or changed name of the Organization shall be filed with the IRS and the Secretary of State of North Carolina immediately.
To establish a community facility for cultural activities for, but not limited to, the Hmong people in the southeastern states of the United States of America.
To coordinate and promote the annual Tsiab Peb Caug (Hmong New Year Celebration).
To promote the preservation of the Hmong culture and arts.
To educate the Hmong community as well as the greater non-Hmong communities on Hmong arts and culture.
To promote and foster educational programs about family values and diversity through social activities for both the Hmong and greater non-Hmong communities.
The principal location of the Organization shall be determined by the newly elected President and approved by the Board of Directors prior to the beginning of the new term. A change to the principal location shall be filed with the Secretary of State of North Carolina immediately.
An individual may be considered a general member of the Organization if he/she is:
Must have Hmong heritage.
At least 18 years of age.
Resides in North Carolina, South Carolina, Georgia and Florida (approved on October 18, 2020).
Each member is entitled to one vote at any presidential election and at any public meeting of the Organization, where the members are called upon to vote on a specific issue(s).
All members may be subjected to any criminal background check.
The Board of Directors shall consist of at least five members BUT not to exceed seventeen members. A Director must meet all of the following qualifications:
Must have Hmong heritage.
Be at least 21 years of age.
Be able to speak, read and/or write fluently in Hmong (some English).
Be willing to promote/support the Organization.
Must not have any past or present criminal records.
Must not have and/or participate in any past or present lawsuit against the organization.
Be willing to submit to any criminal background check.
Reside in North Carolina, South Carolina, Georgia and Florida (approved on October 18, 2020).
Subject to the restrictions imposed by any local, state, or federal law, as well as by the contents of these bylaws, the Board of Directors shall be responsible for the management of the business of the Organization and exercise all of the powers of the Organization. Without prejudice to such general powers, it is hereby expressly declared that the Board of Directors shall have the following powers and duties:
To vote on all matters of the Organization.
To adopt a common logo for the Organization.
To define the missions, goals and objectives of the Organization and assign priorities among the goals and objectives when necessary.
To make and change policies and regulations not consistent with these bylaws.
To remove or suspend any Director, Advisor, Administrative Officer, committee member or general member they deem necessary by 2/3 of majority votes.
To determine the duties of the Administration.
To review and approve the Organization’s budget.
To borrow money and to make and issue notes, bonds, and other negotiable and transferable instruments, mortgages, deeds of trust agreements, and to do every act and thing necessary to effectuate the same.
To select a bank or trust company, as they may deem advisable, as an official depository of the funds of the Organization and to prescribe and order the manner in which such deposits shall be made and/or withdrawn.
To accept or reject any gift, donation, or legacy from other organizations, firms, individuals, or affiliates.
To appoint any committee and define the name, purpose, powers and tasks of such a committee.
To appoint one of the Directors as the Chairperson of the Board of Directors.
To remove or suspend the Chairperson of the Board of Directors and/or any other Directors as deemed necessary.
To reprimand the President and/or the two Vice-Presidents as deemed necessary.
Two months prior to the end of half of the Board’s term, new Directors shall be nominated and selected by the general members of the Organization residing in the same state(s), local district(s) and from the same clan group(s) as the Directors to be replaced.
If a new Director is not nominated and selected from any one current Director’s state, local district and clan group, the remaining Board of Directors shall appoint a general member from that state, local district and clan group as the new Board of Director.
Directors shall not receive any compensation for their services, except by resolution of the Board of Directors, a fixed amount of money for mileage, meals, or lodging for attending a conference or meeting. The Board of Directors may also, by resolution, provide for reimbursement for actual disbursements expended on behalf of or in service to the Organization and according to policies.
A Director of the Organization shall serve a two-year term and may serve up to a maximum of two terms for a total of four years.
Any Director wishing to resign for any reason must submit a letter of resignation to the Chairperson of the Board.
The term of office of the Board of Directors shall conclude upon the date, the term of office begins for its elected successor, upon the effective date of his/her resignation, upon his or her death or upon his/her removal by a majority vote of the Board of Directors.
The Chairperson of the Board must lead, manage and direct all members of the Board of Directors.
The Board of Advisors shall consist of at least five members BUT not to exceed twelve members. An Advisor must meet all of the following qualifications:
Must have Hmong heritage.
Be at least 25 years of age.
Be able to speak, read and/or write fluently in Hmong (some English).
Be willing to promote/support the Organization.
Must not have any past or present criminal records.
Must not have and/or participate in any past or present lawsuit against the organization.
Be willing to submit to any criminal background check.
Reside in North Carolina, South Carolina, Georgia and Florida (approved on October 18, 2020).
Advisors shall provide advice in complex matters (such as acquisition of property, signing contracts, getting loans, fundraising events, etc.) to the Administrative Officers and Board of Directors of the Organization.
Advisors shall have voting rights on all matters of the Organization.
In addition, the Board of Advisors shall act as the official Mediator and/or Arbitrator in resolving any dispute within the Organization as an impartial third party. Should mediation and/or arbitration fail in resolving a dispute within the Organization, then said dispute presented before the Board of Advisors shall be settled by way of formal litigation.
The Board of Advisors shall appoint one of the Advisors as the Chairperson for the Board of the Advisors.
The Advisors shall remove or suspend the Chairperson of the Board of Advisors and/or any other Advisors as deemed necessary.
The Board of Advisors shall be nominated and selected by the President and approved with a majority vote by the Board of Directors, to serve during his/her term.
Advisors shall not receive any salary for their services, except by resolution of the Board of Directors, a fixed fee for mileage, meals, or lodging for attending a conference or meeting. The Board of Directors may also, by resolution, provide for reimbursement for actual disbursements expended on behalf of or in service to the Organization and according to policies.
An Advisor of the Organization shall serve a two-year term and may serve up to three consecutive terms for a total of six years. For example, after serving two consecutive terms as an Advisor, an individual must sit out for at least one term before he/she can serve as an Advisor again.
There is no limit to the total number of terms an individual can serve as an Advisor.
Should an Advisor wish to resign, he/she must submit a letter of resignation to the Chair of the Advisors.
The term of office of an Advisor shall conclude upon the date the term of office begins for its elected successor, upon the effective date of his/her resignation, upon his or her death or upon his/her removal by a majority vote of the Board of Directors.
The President shall select a new Advisor.
The Chairperson of the Board of Advisors must lead, manage and direct all members of the Board of Advisors.
The Administrative Officers of the Organization shall consist of one President, two Vice-Presidents, two Treasurers, two Secretaries, one Project Manager and one Assistant Project Manager.
Must have Hmong heritage.
Must be at least 25 years of age.
Must have served the Organization as an Administrative Officer, Director or Advisor for at least one year.
Must be able to speak, read and/or write fluently in Hmong and (some English).
Must not have any past or present criminal records.
Must not have and/or participate in any past or present lawsuit against the organization.
Must be willing to promote/support the Organization.
Must not serve as president or vice-president for another organization at the time of election and/or during his/her term as President of the Organization.
Must be willing to submit to any criminal background check.
Reside in North Carolina, South Carolina, Georgia and Florida (approved on October 18, 2020).
In general, the President shall preside over all meetings of the Board of Directors and Advisors and Administrative Officers.
The duties of the President are as follow:
Shall oversee and direct all of the affairs of the Organization alongside with the Board of Directors.
Shall set and establish all of the policies of the Organization alongside with the Board of Directors.
Shall select the two Vice-Presidents and two Secretaries to serve during his/her term.
Shall cast a vote, should a tie occur during voting on a matter of the Organization.
Shall perform all duties as directed by the Board of Directors.
Shall appoint any committee and define the purpose and tasks of such committee upon approval by the Board of Directors.
Upon the beginning of his/her term, shall register as the new Registered Agent of the Organization with the Secretary of State of North Carolina.
A presidential election shall occur once every two years in the month of December of the election year.
The presidential candidates must submit an application to the Election Committee by October 31st of the election year. Should there be only one presidential candidate, he/she shall be declared the newly elected President.
Members of the Organization must cast a ballot to vote for their preferred candidate.
The candidate that receives the most votes shall become the new President of the Organization.
The newly elected President shall assume duties as President of the Organization on the first day of January of the new term (January 1st).
An Election Committee shall be selected by the Board of Directors, Board of Advisors and general members to Oversee the presidential election process.
The Presidential Election Committee shall consist of five members; one Chairperson, one Vice-Chairperson, one Secretary and two general committee members.
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One committee member shall be selected from the Board of Advisors, two shall be selected from the Board of Directors and two shall be selected from the general members.
The election committee members must not be running for an Administrative Office position (ie: President).
The Statement of Oath, “Inauguration Process” for the elected president shall be conducted by the Chairperson of the Election Committee or the designated person. The “Inauguration Process” shall be done in January following the election.
The “Transferring Process” shall be arranged and conducted by the Election Chair. This process shall be done by January 21st, when the new Administration takes office. During the “Transferring Process”, all of the documents for HSP, monetary, checks, etc. from the previous administration MUST be turned over in order for the process to be completed *(approved by the Boards of Directors and Advisors on March 16, 2014).
The President shall serve a two-year term and may serve up to two consecutive terms for a total of four years. For example, after serving two consecutive terms as the President, an individual must sit out for at least one term before he/she can re-run for President.
There is no limit to the total number of terms an individual can serve as a President.
Should the President wish to resign, he/she must submit a letter of resignation to the Chairperson of the Board.
The term of office of the President shall conclude upon the date the term of office begins for its elected successor, upon the effective date of his/her resignation, upon his or her death or upon his/her removal by a majority vote of the Board of Directors.
Should the President resign, pass away or be removed by the Board of Directors, the Executive Vice-President selected by the Board of Directors shall assume the responsibilities of the President for the remainder of his/her term.
Must have Hmong heritage.
Must be at least 25 years of age.
Must be able to speak, read and/or write fluently in Hmong and (some English).
Must not have any past or present criminal records.
Must not have and/or participate in any past or present lawsuit against the organization.
Must be willing to promote/support the Organization.
Must not serve as president or vice-president for another organization at the time of election and/or during his/her term as Vice-President of the Organization.
Must be willing to submit any criminal background check as required.
Reside in North Carolina, South Carolina, Georgia and Florida (approved on October 18, 2020).
The Vice-Presidents shall, in order of seniority, perform all of the duties of the President in his/her absence. The duties of the Vice-Presidents are as follow:
Assist the President with all of his/her duties and responsibilities.
Vice President I - Assist/ oversee the Board of Advisors.
Vice President II - Assist/ oversee the Board of Directors.
Perform all duties as directed by the Board of Directors.
The Vice-Presidents shall serve a two-year term and may serve up to two consecutive terms for a total of four years. For example, after serving two consecutive terms as a Vice-President, an individual must sit out for at least one term before he/she can serve as a Vice-President again.
There is no limit to the total number of terms an individual can serve as a Vice-President.
Should any Vice-President wish to resign, he/she must submit a letter of resignation to the President.
The term of office of any Vice-President shall conclude upon the date the term of office begins for its elected successor, upon the effective date of his/her resignation, upon his or her death or upon his/her removal by a majority vote of the Board of Directors.
The President shall nominate and select a new Vice-President.
The two Treasurers shall be nominated and selected by the Board of Directors and/or Board of Advisors upon approval by the Board of Directors.
The two Treasurers shall not bear the same surname as the President and /or the two Vice-Presidents.
The two Secretaries, Project Manager and Assistant Project Manager shall be nominated and selected by the President.
Must have Hmong heritage.
Must be at least 18 years of age.
Must be able to speak, read and/or write fluently in Hmong and English.
Must be willing to promote/support the Organization.
Must not have any past or present criminal records.
Must not have and/or participate in any past or present lawsuit against the organization.
Must be willing to submit to any criminal background check.
Reside in North Carolina, South Carolina, Georgia and Florida (approved on October 18, 2020).
The duties of the Secretaries are as follow:
Shall record and keep minutes of all meetings.
Shall record and keep the names of all attendees of all meetings.
Shall keep the Corporate Seal.
Shall keep a record of all of the documents of the Organization.
Shall issue notices of all meetings.
Shall file all documents required by governmental authorities.
Shall perform all duties as directed by the President.
The duties of the Treasurers are as follow:
Shall maintain all financial records and accounts of the Organization.
Shall be responsible for paying all expenses incurred by the Organization.
Shall be responsible for all income received/generated by the Organization.
Shall make all financial information available and furnish an income/expense statement to the Board of Directors, Board of Advisors, Administrative Officers and general members of the Organization at every monthly meeting.
Shall perform all duties as directed by the President.
The duties of the Project Manager and Assistant Project Manager are as follow:
Shall perform all tasks assigned by the President of the Organization, upon approval by the Board of Directors and Board of Advisors.
Shall perform all duties as directed by the President.
Treasurers, Secretaries, Project Manager and Assistant Project Manager shall serve a two-year term and may serve up to two consecutive terms for a total of four years. For example, after serving two consecutive terms as a Treasurer, Secretary, Project Manager or Assistant Project Manager, an individual must sit out for at least one term before he/she can serve in the Administration again.
There is no limit to the total number of terms an individual can serve as a Treasurer, Secretary, Project Manager or Assistant Project Manager.
Should a member of the Administrative Office resign, he/she must submit a letter of resignation to the President.
The term of office of any member shall conclude upon the date the term of office begins for its elected successor, upon the effective date of his/her resignation, upon his or her death or upon his/her removal by a majority vote of the Board of Directors.
The President shall nominate and select a new Secretary, Project Manager and/or Assistant Project Manager upon. The Board of Directors, Board of Advisors and Administrative Officers shall nominate and select a new Treasurer(s).
The President and/or Board of Directors may appoint any committee and define the purpose and tasks of such committee.
A committee shall be made up of at least 5 members; one Chairperson, one Vice-Chairperson, one Secretary and two general committee members.
A Chairperson for each committee shall be appointed by the President and/or the Board of Directors. The Chairperson for each committee shall appoint a Vice-Chairperson.
All committee members must be a Director, Advisor or general member of the Organization.
The Secretary of a committee must keep a record of all minutes of all committee meetings and report to the Board of Directors when necessary.
All meetings shall be conducted in accordance with “Robert’s Rules of Order.”
Meetings shall be held at a date, time and location set by the Administrative Officers. The Secretaries shall mail a notice, stating the date, time and location of any regular meeting and/or any special meeting to all Directors, Advisors and Administrative Officers at least one week prior to the meeting.
All Directors and Advisors are entitled to vote at all meetings. Administrative Officers may not vote for any reason, with the exception of the President, who shall cast a vote should a tie occur during voting on a matter of the Organization.
One person more than half of the number of Directors and Advisors shall constitute a quorum of the Organization. (For example, if the total number of Directors and Advisors is 20, then the quorum is 11).
All Directors, Advisors and Administrative Officers are required to be present at all meetings. Any person who will not be present at a meeting must notify the President or one of the Secretaries 24 hours prior to the meeting.
At any meeting, the President must verify that a quorum is present. If the quorum is not met, the meeting may proceed, however, voting on any matter shall not take place. Any voting that takes place at a meeting without a quorum present shall be voided.
An emergency meeting may be called for, if it is deemed necessary by at least three or more Directors.
The President and/or the Secretaries shall issue a notice either by mail or phone, stating the date, time and location of the meeting to all Directors, Advisors and Administrative Officers at least three days prior to the meeting.
An “Emergency Meeting” may take place in the form of a conference call.
The Fiscal year of operation shall begin on January 15th and shall end on December 31st of each year.
Quorum – A number of members of an organization required to be present to transact business legally. Majority – More than half of the total.
No Director, Advisor, Administrative Officer or general member shall be personally liable for any of the debts or liabilities of the Organization. However, all Directors, Advisors and Administrative Officers as a whole, are responsible and shall be held accountable for all the decisions made and all business transactions of the Organization.
The Organization may accept gifts, legacies, donations, and/or contributions in any amount and in any form from any individual or entity, upon meeting any terms and conditions set by the Board of Directors. Donations shall not be officially accepted without the approval of the Board of Directors. *(See “Donation Policy” for guidelines).
The corporate logo of the Organization, hereinafter referred to as the logo, shall be in a form and shall contain the name of the Organization and other details as determined by the Board of Directors. The logo shall be used only by the Organization.
No part of or the entire logo is to be imprinted, impressed, affixed, reproduced, or used in any other way or form without written permission from the President and approval of the Board of Directors.
No part of or the entire logo shall be altered, modified, or changed without a 2/3 majority vote by the Board of Directors, Board of Advisors, Administrative Officers and general members at a general public meeting.
All checks, drafts, and other monetary instruments issued in the name of the Organization to pay for any debt of the Organization shall be signed by the President and countersigned by one of the Treasurers or by any of the other Administrative Officers as determined by the Board of Directors. *See Addendum #1 Amended to the By-Laws for restrictions on checks issued: a) check to committees for purchasing. b) require members to count the money/cash after ALL of HSP’s event(s) and signatures of ALL members present for the counting of funds. c) Any check over
$1,500 must require two signatures (See Addendum #1 for policy details). d) During each president’s term, an allocation of $1,000 will be provided for travel expenses per year or $2,000 per term (See Addendum #1 for policy details).
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By the affirmative two-thirds vote of the Board of Directors, any or all parts of any article may be amended or removed from these bylaws.
The Organization is organized exclusively for charitable, religious and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue code, or the corresponding sections of any future federal tax code.
Notwithstanding any other provision of these articles, the Organization shall not carry on any activities not permitted to be carried on by an organization exempt from taxation under section 501 (c)(3) of the Internal Revenue Code or the corresponding sections of any future federal tax code.
No part of the net earnings of the Organization shall insure to the benefit of its Directors, Advisors, Administrative Officers, general members, trustees, or other private persons.
No two individuals from the same immediate family shall serve as an Officer, Board of Director or Advisor during the same term. *See Addendum #2 Amended to HSP’s By-Laws policy for details on restrictions such as conflict of interest on members and/or stakeholders running for candidate for HSP’s office (ie: president, vice presidents, Board of Directors and or Board of Advisors).
The Organization shall not be dissolved, except by a majority vote of the Board of Directors, Board of Advisors, Administrative Officers, and general members at a general public meeting.
Notice of the meeting shall be issued to all members of the Organization thirty days prior to the meeting.
Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any member or trustee of the Organization or any private person. All remaining assets shall be distributed to another organization exempt under Section 501(c)(3) of the United State Internal Revenue Code, or the corresponding provision of any future United States Internal Revenue Law, or to the federal, state or local governments for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization(s), as aid court shall determine which are organized and operated exclusively for such purposes.
The Organization may hire employees to carry out and fulfill certain tasks deemed necessary by the Organization.
Employees must abide by all rules and regulations of the Organization. Any violations brought on by any employee may result in termination of employment and legal prosecution, if necessary.
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The Organization shall host the annual “Tsiab Peb Caug” (Hmong New Year Celebration) during the “Thanksgiving Holiday” weekend of every year. Any changes to the dates of the New Year celebration shall be agreed upon by a 2/3 majority vote of the Board of Directors, Board of Advisors, Administrative Officers, and general members at a general public meeting.
Any individual, organization or entity wishing to rent the Organization’s Cultural Park on 3500 Rocky Ford Road, Newton, NC 28658, must sign a Leasing Agreement *(See “the Leasing Agreement” for guidelines).
This By-law was revised and approved at a meeting held by the Board of Directors, Board of Advisors, and Administrative Officers of Hmong Southeast Puavpheej, Inc. on August 26, 2012 (President Xai Lee Vang’s Term 2012-13).
Moua Xiong, Executive Vice President Soua Lee, Secretary
Teng Vang, Advisor for Entertainment Committee
Mai Bee Vue, Board of Director/Culture & Educ. Committee Nou Ci Yang, Board of Director/Fundraising Committee
Amended 3/16/2014. Article 6, Section 4.
Addendum #1, Amended 5/6/2022 to HSP’s By-Laws, Article 12 MISC., Section 5 .
Addendum #2, Amended 7/9/2023 to HSP’s By-Laws, Article 12, MISC., Section 8.
This edition of HSP’s By-Laws was published on 1/22/2022 for use by the Administrative Officers, Boards of Directors and Advisors of the HSP for 2022-23 term.