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壹、名稱：
本會定名為「大紐約地區臺灣留學生校友會」，簡稱「紐約留學生校友會」（Association of Taiwanese Alumni in Greater New York，縮寫為 ATANY）。
貳、宗旨：
本會係非營利、非政治、非宗教性組織。其成立之目的在團結大紐約地區之留美臺灣校友，提供管道輔助各校友以俾服務臺灣留美校友，同時本會將舉辦各種服務性、學術性、聯誼性活動，以達增進各校學友之情誼為宗旨。
參、會員：
（一）本會採取個人會員制，凡舉大紐約地區（含紐約州、新澤西州、康乃狄克州及賓夕法尼亞州）各校畢業之臺灣校友，均得以個人名義書面向本會申請入會。
（二）持中華民國護照者。
肆、組織：
（一）理事會：
1. 理事會為本會平時決策機構，負責各項會務之決議與執行，理事會代表有參與本會代表大會之權力與義務，並協助本會各項會務之推展。
2. 本會設理事十一席。
3. 各理事由會員以票選方式，於年度大會中互選產生。理事候選人可由會員提名或自行提名，經選舉委員會認定資格後列入候選人名單。（理事選舉方式及資格認定請參照本章程之選舉辦法）。
4. 理事任期為半年（六個月），得連選連任之；於每年六月及十二月改選。
5. 理事職責：所有理事均具有提案權、審核權、質詢權、表決權、選舉投票權、彈劾及罷免權。
6. 理事會會員代表之入會、除名及獎懲，須經常務理事會出席人數三分之二通過。
6 - 1： 彈劾或除名
理事在其任內因故無法執行理事應有之義務，或行為不良情節重大者，經理事提案並經三分之二出席理事人數通過後，理事會須以書面（含電子郵件）通知失職理事於一個星期內親自向理事會說明辯解。被提案彈劾或除名之理事在現定時間內所有職權暫時停止行使。經理事會表決後經 2/3 理事人數通過，方始作效並對外公佈。
6 - 2：理事應有之義務
a. 理事有出席會議之義務。
b. 理事有執行理事會決議任務之義務。
c. 理事不得在任何情況下對本會造成名譽、經濟或其他損傷。
d. 理事不得假借本會之名，對外公佈任何決議或公佈理事會未同意事項。
e. 理事不得假借本會之名，或利用本會資源圖利自己或他人。
7. 理事席次出缺：
7 - 1：理事在其任內因故辭職、離職，理事會應於一個月內另覓合適人選填補席次。
7 - 2：方法
a. 遞補理事提名人選須為本會會員。
b. 被提名人須事先表達參與意願。
c. 經理事會資格審核後，需經 1/2 理事人數通過，方始作效並對外公佈。
（二）法律顧問：
理事會得任命法律顧問一名，負責相關法律諮詢。
（三）財務顧問：
理事會得任命財務顧問一名，負責相關財務諮詢。
伍、幹部：
（一）會長：
1. 本會設會長一名，由理事於理事會選舉產生，得連選連任一次，會長需為現任之理事，對外代表理事會之決策，對內協調會務，並負責召集會員大會、理事會及執行部會議。
2. 會長任期六個月，於任滿卸任前一個月改選，新當選之長於上任前得協助現任會長各項事務之推展。
（二）副會長：
1. 本會設副會長一名，由理事於理事會選舉產生，協助會長各項事務之推展，會長因故不能執行職權時，副會長為法定代理人。
2. 副會長任期、資格與會長同。
3. 與財務長負責支票簽聯署。
（三）財務長：
1. 本會設財務長一人，由理事於理事會選舉產生，負責本會各項預算擬定及收支紀錄之工作，保管支票帳簿及經費表格規定製作並直接向理事會負責。
2. 財務長任期、資格與會長同。
3. 與副會長負責支票聯署。
（四）執行部：
1. 為了確保執行效率理事會下設執行部，包括活動、資料、宣傳、公關、秘書及網頁管理六組。
2. 執行部可設執行長一人，執行長一職可由會長自行當任或任命一人為執行長對會長負責。
3. 執行部各組組長由會長提名，經理事會決議通過，由會長任命。
4. 執行部各組組長可由理事兼任，各組長任期與理事任期相同。
5. 各組職責如下：
(1) 活動組：負責各項活動之策劃與執行。
(2) 資料組：負責提供各項法律、醫療及保健資訊服務。
(3) 宣傳組：負責各種美工及文字宣傳工作。
(4) 公關組：負責本會對外關係發展及款項之募集。
(5) 秘書組：負責各項秘書、通訊、檔案文件之管理工作。
(6) 網管組：負責本會的網站維修更新。
(7) 財務組：負責活動收費事項。
6. 理事會可應活動及業務需求增設刪減組別。
陸、 會議：
（一）會議分會員大會及理事會議：
會員大會分為年度會員大會及臨時會員代表大會。
理事會議分為年度理事會及臨時理事會。
（二）年度會員大會：會員大會每半年召開一次，開會日期由理事會開會議決；理事會決定後將開會日期、地點分別通知會員；會員大會由會長負責主持。代表大會通知，由執行部秘書組負責於開會前一個月寄發。
（三）臨時會員代表大會：
1. 如遇緊急重大事宜，理事長（會長）經理事會開會決議，得召開臨時大會。
2. 如遇緊急重大事宜，由理事二分之一之連署，理事會以得召開臨時會員大會。
3. 若由全體會員三分之二之連署與要求，理事會亦得召開臨時會員大會。
4. 若經決議召開臨時大會，執行部秘書組須至少於開會前十四日寄發會議通知。
（四）理事會議：
1. 理事會議由會長召集之，每個月至少召開一次，活動密集之月份則視情況而召開。
2. 如必要時，得由理事三人連署召集之。
3. 會長須於一星期前以任何方式通知所有理事；會議討論之議題須於開會前兩天告知所有理事。
4. 理事會議召開時，得視其需要，邀請相關事務之幹部或人員列席理事會議。
5. 理事會議開會法定人數為理事席次之ㄧ半，若未達法定人數召集人可宣佈流會並另覓開會日期，但若特殊緊急狀況除外。
6. 各理事均有出席會議之義務，各理事不得無故缺席；若理事因特殊事故無法出席理事會議必需事先通知會長向理事會代為請假。
柒、 選舉辦法：
（一）成立選舉委員會：
1. 為了表示公平，公正特地成立選舉委員會。成員人選由非參選人或幹部擔任，可自推或互推後由大會同意。
2. 選舉委員會主席由選舉委員會互推產生。參選人不得於選舉委員會內。
3. 選舉委員會負責製票，接受理事提名，抽編號、監票、唱票以及對外公告。
（二）理事選舉：
1. 選舉日期：理事代表應於年度會員大會〈六月份和十二月份〉時由會員自推或互推後產生。
2. 提名程序：由出席之會員提名人選或自行提名〈無需其他代表背書〉始進入理事選舉人名單。
3. 投票方式：
（1） 由校友會員直接票選或者由網路投票。
（2） 若參選人數超過既定席位，則以不記名，不亮票方式產生。
（3） 每位代表有三票可投給優先理想人選。不可以重覆投票給同一位參選人。
（4） 投票資格每位會員代表均有投票權。未能出之會員代表因派代表出席行使該項權利。
（5） 當選票數以相對多數產生。
（三）會長、 副會長、財務長遴選辦法：
1. 選舉日期：會長， 副會長，財務長選舉因於卸任前前召開。若情況特殊由會長向理事會舉報理由並提出日期由理事會三分之二以上同意。
2. 提名程序：
（1） 由理事先提名人選或自行提名，經一位理事背書後始進入選舉人名單。
（2） 他人提名或自行提名最多兩項職務。
（3） 提名順序為會長， 副會長，財務長。
3. 政見發表：為了讓理事了解參選人的理念及任內目標，參選人可享有以不超出三分鐘的政見發表。
4. 投票方式：
（1）選票由選舉委員會制定。
（2）理事以不記名，不亮票方式。
（3）違反以上規定該票不以計算。
5. 當選票數：
（1）會長須有51%絕對多數選票。未達到51%絕對多數選票前兩名召集人參選人必須重新發表政見後重新選舉。
（2）副會長，財務長以相對多數產生。
捌、 章程修改：
（一）本章程之增修，須經理事提案並經兩位理事聯署後，最晚於開會前三天以書面方式 E-mail 至秘書組並轉寄副本給會長。
（二）本章程之增修，須經理事會三分之二理事通過後，會長須即刻籌組章程修改委員會（三人小組）準備所需事項，於下次會議提出討論。
（三）本章程之增修經理事會討論審核後，需以三分之二理事人數通過，方始作效並對外公佈。
1. Formation & Organization of ATANY
How do we become a nonprofit organization?
a. Forming a Nonprofit Organization: A Checklist
b. Every nonprofit organization must have a carefully developed structure and operating procedures in order to be effective at fulfilling its purpose. Good governance starts with helping the organization begin on a sound legal and financial footing in compliance with the numerous federal, state, and local requirements affecting nonprofits.
c. Determine the purpose of the organization. Every organization should have a written statement that expresses its reason for being. Resources: Board members, potential clients and constituents.
d. Form a board of directors. The initial board will help translate the ideas behind the organization into reality through planning and fund-raising. As the organization matures, the nature and composition of its board will also change.
e. File articles of incorporation. Not all nonprofits are incorporated. For those that do wish to incorporate, the requirements for forming and operating a nonprofit corporation are governed by state law. Resources: Your secretary of state or state attorney general's office.
f. Draft bylaws. Bylaws — the operating rules of the organization--should be drafted and approved by the board early in the organization's development. Resources: An attorney experienced in nonprofit law.
g. Develop a strategic plan. The strategic planning process helps you express a vision of the organization's potential. Outline the steps necessary to work toward that potential, and determine the staffing needed to implement the plan. Establish program and operational priorities for at least one year. Resources: Board members; planning and management consultant.
h. Develop a budget and resource development plan. Financial oversight and resource development (e.g., fundraising, earned income, and membership) are critical board responsibilities. The resources needed to carry out the strategic plan must be described in a budget and financial plan. Resources: financial consultant.
i. Establish a record keeping system for the organization's official records. Corporate documents, board meeting minutes, financial reports, and other official records must be preserved for the life of the organization. Resources: Your secretary of state or state attorney general's office.
j. Establish an accounting system. Responsible stewardship of the organization's finances requires the establishment of an accounting system that meets both current and anticipated needs. Resources: Certified public accountant experienced in nonprofit accounting.
k. File for an Internal Revenue Service determination of federal tax-exempt status. Nonprofit corporations with charitable, educational, scientific, religious, or cultural purposes have tax exempt status under section 501(c)(3) – or sometimes section 501(c)(4) – of the Internal Revenue Code. To apply for recognition of tax exempt status, obtain form 1023 (application) and publication 557 (detailed instructions) from the local Internal Revenue Service office. The application is an important legal document, so it is advisable to seek the assistance of an experienced attorney when preparing it. Resources: Your local IRS office, an attorney.
l. File for state and local tax exemptions. In accordance with state, county, and municipal law, apply for exemption from income, sales, and property taxes. Resources: State, county, or municipal department of revenue.
m. Meet the requirements of state, county, and municipal charitable solicitation laws. Many states and local jurisdictions regulate organizations that solicit funds within that state, county, or city. Usually compliance involves obtaining a permit or license and then filing an annual report and financial statement. Resources: state attorney general's office, state department of commerce, state or local department of revenue, or county or municipal clerk's office.
Other steps:
‧ Obtain an employer identification number from the IRS
‧ Register with the state unemployment insurance bureau
‧ Apply for a nonprofit mailing permit from the US Postal Service
‧ Obtain directors' and officers' liability insurance
2. Role of Board Member
‧ What should I know before joining the board?
Questions Prospective Board Members Should Ask Serving as a board member is one of the most challenging and rewarding of volunteer assignments. While appointment or election to a board is an honor, board members have important legal and fiduciary responsibilities that require a commitment of time, skill, and resources. Prospective board members do themselves a service and show that they are serious about the commitments they make by asking some basic questions before joining an organization's board. You can find the answers from the board member who issues the invitation to join; the chief executive of the organization; the board chairperson; other board members, current and former; or written materials. Long-time board members might also benefit from an organization review that answers these questions.
Ask questions about the organization’s programs
‧ What is the organization’s mission?
‧ How do its current programs relate to the mission?
‧ Can I visit the organization to observe a program firsthand?
‧ Does the organization have a strategic plan that is reviewed and evaluated on a regular basis?
Ask questions about the organization's financial status
‧ Is the financial condition of the organization sound?
‧ Does the board discuss and approve the annual budget?
‧ How often do board members receive financial reports?
Ask questions about the organization's clients or constituencies
‧ Whom does the organization serve?
‧ Are the organization's clients or constituencies satisfied with the organization?
Ask questions about the structure of the board
‧ How is the board structured?
‧ Are there descriptions of the responsibilities of the board as a whole and of individual board members?
‧ Are there descriptions of board committee functions and responsibilities?
‧ Who are the other board members?
‧ Is there a system of checks and balances to prevent conflicts of interest between board members and the organization?
‧ Does the organization have directors and officers liability coverage?
Ask questions about individual board members' responsibilities
‧ What are the ways that you think I can contribute as a board member?
‧ How much of my time will be required for meetings and special events?
‧ How are committee assignments made?
‧ What orientation will I receive to the organization and to the responsibilities of board service?
‧ Does the organization provide opportunities for board development and education?
‧ What is the board's role in fund-raising?
‧ Will I be expected to make a specific annual financial contribution?
‧ What role will I play in soliciting donors?
Ask questions about the board's relationship to the staff
‧ Is the board satisfied with the performance of the executive staff?
‧ How do board members and senior staff typically work with each other?
Evaluate Your Interest in Serving on the Board
Once you are satisfied with the information you have received, it is time to evaluate your own interest in serving on the board. Ask yourself the following questions:
‧ Am I committed to the mission of the organization?
‧ Can I contribute the time necessary to be an effective board member?
‧ Am I comfortable with the approach and tone of the organization's fund-raising efforts?
‧ Can I contribute financial support consistent with the organization's expectations of board members and with my own means and priorities?
‧ Can I place the organization's purposes and interests above my own professional and personal interests when making decisions as a board member?
Background Materials
Selected background information can provide a useful overview of the organization, the board's work, and the responsibilities of board members. Helpful material includes:
‧ The organization's annual report
‧ The most recent audited financial statement
‧ The long-range program and financial plan
‧ A list of current board members, titles, and all affiliations
‧ A description of board members' responsibilities
‧ A board organization chart
‧ A staff organization chart
‧ The organization's newsletter, brochure, or other publications
‧ Newspaper or magazine articles about the organization
‧ A brief biography of the chief executive
‧ What are the legal responsibilities of nonprofit boards?
Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states have statutes adopting some variation of these duties which would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty and the duty of obedience.
Duty of Care
The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
Duty of Obedience
The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.
‧ How do we safeguard against conflict of interest?
When the personal or professional concerns of a board member or a staff member affect his or her ability to put the welfare of the organization before personal benefit, conflict of interest exists. Nonprofit board members are likely to be affiliated with many organizations in their communities, both on a professional and a personal basis, so it is not unusual for actual or potential conflict of interest to arise.
Why must we be concerned about conflict of interest?
Board service in the nonprofit sector carries with it important ethical obligations. Nonprofits serve the broad public good, and when board members fail to exercise reasonable care in their oversight of the organization they are not living up to their public trust. In addition, board members have a legal responsibility to assure the prudent management of an organization's resources. In fact, they may be held liable for the organization's actions. A 1974 court decision known as the "Sibley Hospital case" set a precedent by confirming that board members can be held legally liable for conflict of interest because it constitutes a breach of their fiduciary responsibility.
Does conflict of interest involve only financial accountability?
No. Conflict of interest relates broadly to ethical behavior, which includes not just legal issues but considerations in every aspect of governance. A statement by INDEPENDENT SECTOR describes three levels of ethical behavior: obeying the law; decisions where the right action is clear, but one is tempted to take a different course; and decisions that require a choice among competing options.
The third level of behavior can pose especially difficult ethical dilemmas for nonprofit board members.
What can we do to prevent conflict of interest situations?
Self monitoring is the best preventative measure. Institute a system of checks and balances to circumvent actual or potential conflict of interest, beginning with well defined operating policies on all matters that might lead to conflict. Most important, create a carefully written conflict of interest policy based on the needs and circumstances of the organization. Ask each board and staff member to agree in writing to uphold the policy. A conflict of interest policy should be reviewed regularly as part of board self assessment.
‧ What should be included in a conflict of interest policy?
A policy on conflict of interest has three essential elements:
1. FULL DISCLOSURE.
Board members and staff members in decision-making roles should make known their connections with groups doing business with the organization. This information should be provided annually.
2. BOARD MEMBER ABSTENTION FROM DISCUSSION AND VOTING.
Board members who have an actual or potential conflict of interest should not participate in discussions or vote on matters affecting transactions between the organization and the other group.
3. STAFF MEMBER ABSTENTION FROM DECISION-MAKING.
Staff members who have an actual or potential conflict should not be substantively involved in decision-making affecting such transactions.
For a sample conflict of interest policy and disclosure form, see the Board Source booklet, Managing Conflicts of Interest
What are some examples of actual and potential conflict of interest?
‧ Organization policy requires competitive bidding on purchases of more than $1,000, but a printing firm owned by a board member's spouse receives the $25,000 contract for the annual report and no other bids are solicited.
‧ A board member serves on two boards in the community and finds himself in the position of approaching the same donors on behalf of both organizations.
‧ A staff member receives an honorarium for conducting a workshop for another group in the organization's field of interest.
Should an organization contract with a board member for professional services, such as legal counsel or accounting?
Attorneys, accountants, and other professionals can contribute valuable expertise to a board. Due to the potential for conflict of interest, their contributions should be voluntary. At the very least, a board member who is associated with a firm competing for a contract should abstain from discussion and voting in the selection process. If a competitive bidding process results in the selection of that board member's firm, he or she should disclose the affiliation and abstain from voting on future board actions connected with that firm's contract with the organization. |
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