1. NAME AND OFFICES OF THE CORPORATION
1.1 Name. The name of this corporation is
80-20 Educational Foundation, henceforth called the 80-20 Ed Foundation.
1.2 Location of Principal Office. The principal
office for the transaction of the activities and affairs of the Corporation
is located in the State of Delaware. The Board of Directors (“Board”)
may change the principal office from one location to another. Any
such change shall be noted on these Bylaws.
1.3 Location of Other Offices. The Board
may at any time establish branch or subordinate offices at any place
or places where the Corporation is qualified to conduct its activities.
2. PURPOSES AND LIMIATIONS
The purposes of the Corporation are charitable and dedicated to the
education of Asian Pacific Americans (APA) in the area of public affairs
and participation in the democratic process of the nation and to win
equal justice and equal opportunity. The 80-20 Ed Foundation shall sponsor
and provide financial support for programs and activities that develop
APA leadership in the public sector, raise public awareness of Asian
Pacific concerns and their impact on policy and decision-making in government,
to eliminate prejudice and discrimination. Activities include but not
- Sponsor July 4 flag project in the APA communities.
- Fight negative stereotyping of Asian Pacific Americans.
- Advocate for appointment of APA to top level government positions.
- Fight against unjust government prosecution of APA.
- Pursue equal opportunity in the workplaces for APA, including legal
- Provide workshops to develop APA leaders in public affairs.
- Promote inter-ethnic and inter-racial collaboration.
The Corporation shall have no members. Any action, which would otherwise
require approval by a majority of all members or approval by the members,
shall require only approval of the Board. All rights, which would otherwise
vest in the members, shall vest in the directors.
4. BOARD OF DIRECTORS
4.1 Powers of Directors.
- General Corporate Powers. Subject to
the provisions and limitations of section 501(c)(3) of the Internal
Revenue Code and any other applicable laws, and subject to any
limitations in the Articles of Incorporation or Bylaws relating
to action requiring approval by the members, the activities, business,
and affairs of the Corporation shall be managed, and all corporate
powers shall be exercised, by or under the direction of the Board.
- Limitation of Powers. No substantial
part of the activities of the Corporation shall be carried out
to influence legislation, and the Corporation shall not participate
in, or intervene in (including the publishing or distribution
of statements) any political campaign on behalf of or in opposition
to any candidate for public office.
- Specific Powers. Without prejudice
to the general powers set forth in Section 4.1(a) of these Bylaws,
but subject to the same limitations, the Board shall have the
following powers in addition to other powers enumerated in theses
(i) to select and remove at the pleasure of the Board all
officers, agents, and employees; to prescribe powers and duties
for them as may be consistent with law, the Articles of Incorporation,
and these Bylaws; to fix their compensation; and to require
from them security for faithful service.
(ii) to conduct, manage, and control the affairs and activities
of the Corporation and make such rules and regulations for
this purpose, consistent with law, the Articles of Incorporation,
and these Bylaws
(iii) to borrow money and incur indebtedness on behalf of
the Corporation, and cause to be executed and delivered for
the Corporation’s purposes, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities
- Delegation of Management. The Board
may delegate the management of the activities of the Corporation
to any person or persons, a management company, or committees
however composed, provided that the activities and affairs of
the Corporation shall be managed and all corporate power shall
be exercised under the ultimate direction of the Board
4.2 Number and Qualification of Directors.
- Authorized Number. The Board of directors
shall consist of no less than six (6) and no more than seven
- Term of Office and Election. The initial
directors of the Corporation shall be those persons named in the
Articles of Incorporation as the inand they shall hold office
until their successors and additional directors are chosen at
the first annual meeting of the Board. Thereafter, each director
shall serve a four-year term. Directors can be elected for additional
four-year terms. Directors shall be elected by the members of
the Board present at the annual meeting.
4.3 Vacancies on the Board of Directors.
- Filling of Vacancies. Any vacancy occurring
on the Board resulting from the death, resignation, retirement,
disqualification or removal from office of the Board shall be
filled by the affirmative vote of 2/3 of the directors then in
- Resignations. Any director may resign
by giving written notice to the president or the secretary. The
resignation shall be effective when the notice is given unless
it specifies a later time for the resignation to become effective.
If a director’s resignation is effective at a later time,
the Board may elect a successor to take office as of the date
when the resignation becomes effective.
- Removal. Any director may be removed,
for cause such as convicted of a felony, by the affirmative vote
of a majority of the Board.
- Compensation and Reimbursement. Directors
and members of committees shall receive no compensation for their
services as directors, but may receive reimbursement for expenses
in attending meetings.
- Limitations on Liability of Directors.
No Directors of the Corporation shall be personally liable to
the Corporation for monetary damages for an act or omission in
the Director’s capacity as a Director; provided, however,
that the foregoing provision shall not eliminate or limit the
liability of a Director to the extent a Director is found liable
for (i) breach of the Director’s duty of loyalty to the
Corporation, (ii) an act or omission not in good faith that constitutes
a breach of duty of the Director to the Corporation or an act
of omission that involves intentional misconduct or a knowing
violation of the law, (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the Director’s
office, or (iv) an act or omission for which the liability of
the Director is expressly provided by an applicable statute.
4.4 Directors’ Meeting.
- Place of Meetings. Regular or special
meetings of the Board may be held at any place within the United
States consented to in writing by a majority of the Board members.
- Meetings by Telephone. Any meeting
may be held by conference telephone or similar communication equipment,
as long as all directors participating in the meeting can hear
one another. All such directors shall be deemed to be present
in person at such a meeting.
- Annual Meeting. The Board shall hold
an annual meeting for the purpose of organization, selection of
directors and officers, and the transaction of other business.
Annual meetings of the Board shall be held in February or March.
- Special Meetings. Special meetings
of the Board may be called by the president, or any two officers,
or any three directors. Notice of the time and place of special
meetings shall be given to each director by first-class mail,
telephone, electronic mail or by facsimile at least 48 hours before
the time set for the meeting.
- Quorum. A majority of the authorized
number of directors shall constitute a quorum for the transaction
5.1 Officers of the Corporation. The officers
of the 80-20 Educational Foundation shall be composed of a President,
a Vice President, a Secretary and a Treasurer. The term of officers
is two years.
5.2 Election of Officers. Officers shall be
elected by the Board at its annual meeting.
5.3 Removal of Officers. Any officer of the
80-20 Educational Foundation may be removed from office by a two-third
(2/3) vote of the Board of Directors.
5.4 Resignation of Officers. Any officer may
resign at any time by giving written notice to the 80-20 Ed Foundation.
The resignation shall take effect as of the date the notice is received
or at any later time specified in the notice and, unless otherwise specified
in the notice, the resignation need not be accepted to be effective.
Any resignation shall be without prejudice to the rights, if any, of
the 80-20 Ed Foundation under any contract to which the officer is a
5.5 Responsibilities of Officers.
- President. The President shall:
- Act as representative and coordinator of all official functions
of the 80-20 Educational Foundation and preside at all meetings
- Coordinate the functions and activities of various committees.
- Appoint, with approval of the Board, an officer in case of
- Appoint, with approval of the Board, the committee chairpersons.
- Invite advisors for the 80-20 Educational Foundation and for
- Serve as ex-officio member of all committees.
- Vice President. The vice President shall:
- Assume the responsibilities of the President when the latter
is unable to perform his/her duties.
- Serve as ex-officio member of all committees.
- Co-ordinate fund-raising activities.
- Secretary. The Secretary shall:
- Be responsible for all documents, minutes and records of all
official meetings and activities of the 80-20 Ed Foundation.
- Assist the President in the preparation of all written materials.
- Assist the President in the planning of all meetings.
- Assist the Vice President in organizing fund-raising events.
- Treasurer. The Treasurer shall:
- Act as custodian of all funds of the 80-20 Ed Foundation.
- Disburse the funds of the 80-20 Ed Foundation under the supervision
of the President.
- Present financial report at each board meeting and immediately
prior to his/her resignation or termination of office.
6. MISCELLANEOUS PROVISIONS
6.1 Parliamentary Authority. Proceedings of
80-20 Ed. Foundation shall be governed by the current edition of Robert’s
Rules of Order Revised.
6.2 Fiscal Year. The fiscal year of 80-20 Ed.
Foundation shall be from January 1st to December 31st.
6.3 Financial decisions. Expenditures and investments
shall be made jointly by the Officers of the Corporation.
6.4 Checks, Drafts, Notes. Checks, drafts and
notes in excess of $5,000.00, issued by 80-20 Ed Foundation, shall be
signed by the Treasurer and the President.
If a Director, officer, employees or agent of the organization, or
any testate or in testate successor thereof, is made, or threatened
to be made, a party to any civil or criminal action of proceeding in
any matter arising from his or her status in the organization or from
the performance of his or her duties for or on behalf of the organization,
then, to the fullest extent now or hereafter permitted by law, upon
affirmative vote of the Board of Directors, a quorum of directors being
present at the time of the vote who are not parties to the action or
proceeding, the organization shall:
- advance to such directors, officer, employee, agent or successor
thereof all sums found by the Board, so voting, to be necessary and
appropriate to enable the Director, officer, employee, agent or successor
thereof to conduct his or her defense, or appeal, in the action or
- indemnify such director, officer, employee, agent or successor thereof
for all sums paid by him or her in the way of judgments, fines, amounts
paid in settlement, and reasonable expenses, including attorneys’
fees actually and necessarily incurred, in connection with the action
or proceeding, or appeal thereon, subject to the proper application
of credit for any sums advanced to the Director, officer, employee,
agent or successor thereof pursuant to cause (a0 of this Article.
Upon the dissolution of the Corporation, the Board of Directors of
the Corporation shall, after paying or making provision for the payment
of all of the debts, claims and liabilities of the Corporation, dispose
of all of the assets of the Corporation exclusively for the purposes
of the Corporation in such manner, or to such organization or organizations
organized and operated exclusively for charitable, scientific or educational
purposes as shall at the time qualify as an exempt organization or organizations
under Section 501(c)(3) of the code, as the Board of Directors of the
Corporation shall determine.
New Bylaws may be adopted, or these Bylaws may be amended or repealed,
by a 2/3 vote of approval by the Board.
Adopted June 8, 2005