Preamble

Aware of the need of an organization to help build individual capacity and competencies of the members of the community,

Realizing the importance of self-sufficiency and thereby lessening the burden on Government; and, pursuant to maintaining national cohesion, promoting team spirit and collective welfare through cooperation, collaboration and partnering with the existing organizations, agencies and government entities;

The Community Building Services agrees to adopt the following By-laws:

Article 1 

NAME, ADDRESS, VISION STATEMENT AND MISSION STATEMENT AND PURPOSE

Section 1: Name

The name of the organization shall be Community Building Services (CBS). It is established as a charitable nonprofit corporation in the State of Utah.

Section 2: Vision Statement

Getting every member of the community to achieving socioeconomic status, self-sufficiency and full integration into mainstream society through cultural programs and events.

Section 3: Mission Statement

Community Building Services is committed to promoting and preserving the ethnicity, culture, tradition, religion and building organizational and individual professional competencies through leadership, management/operational, service and evaluation capacities, outreach, arts, training, cultural education, advocacy, mentoring, collaboration and partnership.

Section 4: IRC 501(c) (3) Purpose

The purpose of this corporation shall be any purpose which may be lawfully undertaken by a Domestic Corporation (Nonprofit) organized pursuant to Utah Law and according to Section 501(c)(3) of the Internal Revenue Code. 

Section 5: Specific purpose

The specific purpose will include, but not limited to, the following

1. To foster thriving communities by empowering diverse populations through initiatives in Arts & Wellness, health, education, social services, community engagement events, and cultural enrichment. Our focus is on promoting wellness, building capacity, and enhancing lifestyles for new Americans, ethnic individuals, and families, ultimately creating vibrant and healthy neighborhoods.
2. To empower and integrate the new Americans, any vulnerable individuals/families and other communities in the mainstream American society through inclusive programs of education, community engagement, leadership training, advocacy and services.
3. To guide children and youths in socially useful, life skills, capacity-building, and productive work.
4. To preserve and promote community arts and culture.
5. To provide all individuals the opportunity to live in dignity and respect and foster basic human rights.
6. To strengthen cooperation among organizations and international forums on matters of common interests, objectives, and purposes.
7. To coordinate with different skill development centers and refugee liaisons to provide job-related professional training and help make new arrivals and refugees self-dependent.
8. To strengthen and empower individuals and families through tailored case management services and community engagement initiatives, ensuring the delivery of excellent care to those in need.

ARTICLE 2

MEMBERS

Membership in this organization shall include, but not be limited to, all who are 18 years and older from the communities. Active members are those members who have applied for membership and have paid their membership dues. Active members have legitimate rights to make recommendations that shape the decision-making process, can be elected officials of the organization, and also have priority to access the program services.

Section 1: Membership fee

The yearly membership dues of $30 per person (Board meeting decision on 9/14/2025) for this organization shall be due by the 15th of December every year. Only those members who have paid the membership fees will have the right to review the transactions of donated or fundraising money and investment decisions of all the activities of the organization, and maintain a high degree of confidentiality.

Section 2: Membership Database

The Community Building Services shall keep the database containing the name and address of each member in a secure place. Such a database shall be kept by the Secretary/Director.

Section 3: Termination of the Membership

The membership of a member shall terminate upon the occurrence of any of the following events:

1. Upon his/her notice of such termination delivered to the Executive Director, secretary, or the designated board member of the corporation personally or via email, such membership shall terminate upon the date of delivery of the notice.
2. Upon failure to renew his/her membership by paying dues on or before their due date, such termination shall be effective thirty days after written notification of delinquency is given personally or mailed to such member by the secretary. A member may avoid such termination by paying the amount of delinquent dues within a thirty day period following the member’s receipt of the written notification of the delinquency.
3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, the board members, including the Executive Director, determine that the member has engaged in conduct materially and seriously prejudicial to the interest or purpose of the corporation.

ARTICLE 3

MEETINGS

Section 1: Annual Meetings

The annual membership meeting of this organization shall be held on the 15^th of December each and every year except if such day is a legal holiday, and in that event, the Board members/executive committee shall fix the day, but it shall not be more than two weeks from the date fixed by these By-Laws. The secretary shall cause to be mailed to every member in good standing at this address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.

Section 2: Regular Meetings

Regular meetings of the organization shall be held with at least 10 days’ prior notification to all the members and at the venue arranged by the secretary or Executive Director, or designated personnel until the organization has its office. The frequency of the meetings is based on the demand of situations and needs.

Section 3: Special Meetings

Special meeting of this organization may be called by the Executive Director (ED) or any board member when he deems it in the best interest of the organization. Notices of such a meeting shall be emailed to all members at their email addresses or group chat as they appear in the membership roll book at least ten days before the scheduled date set for such a special meeting.

Such notice shall state the reasons that such a meeting has been called, the business to be transacted at such a meeting, and by whom it was called. At the request of thirty percent of the members of the Board or twenty percent of the members of the organization, the President (aka Executive Director) shall cause a special meeting to be called, but such request must be made in writing at least ten days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Section 4: Quorum

The presence of not less than 51 percent of the Board members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By –laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Section 5: Order of Business

The order of business of all meetings shall be as follows:

1. Roll call
2. Reading of the minutes of the preceding meeting
3. Reports of committees.
4. Reports of Officers.
5. Old and unfinished business.
6. New business
7. Adjournments.
8. Date for next meeting

Section 6: Voting

In all meetings, business decisions shall be finalized by voting. Voting can be conducted either by voice or by hand raising. If the voting or decisions are not in the best interest of the organization or do not reach a consensus, the ED reserves the right to veto.

Article 4

Board Members:

Section 1: Number

The corporation shall have a minimum of three members at the start of the business and have no less than three directors; collectively, they shall be known as the Board members, headed by the Executive Director.

Section 2: Power

The Board members shall be the governing body of the corporation as promoters. The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board members.

Section 3:  Election

The Board members shall be elected by members of the corporation who have the standing and have paid all dues, including membership dues, in their accounts. Voting for the election of directors shall be by secret ballot or by nomination based on the qualifications and meeting all requirements. The candidates receiving the highest number of votes up to the number of directors shall be elected to serve on the board. However, the best candidates with the highest qualifications and profile will be given priority to be the board members. The founder(s) can reject the candidacy if they are determined to be incapable.

Section 4:  Term of the Office

Each member shall hold office for a period of two years. A person elected to fill a vacancy on the board shall hold office until the next election of the Board members or until his or her death, resignation, or removal from office.

The members, after being elected, shall elect one of them as the chairman of the Board. He or she shall chair the Board till the next election unless otherwise expired, resigned, or terminated. ED can be the chairperson. Some directors wishing to work can continue in the following terms.

Section 5: Responsibilities

It shall be the duty of the board members to:

1. Perform any and all duties imposed on them collectively or individually by law, by article of incorporation, or by these bylaws.
2. Create or update mission and vision statements.
3. Approve/deny proposals from the committee(s) in the best interest of the organization.
4. Approving the strategic plan.
5. Appoint and remove, employ and discharge, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
6. Have the qualifications and ability to supervise all officers, agents, and employees of the corporation to ensure that their duties are performed properly. The ED is the overall supervisor of the corporation.
7. Approving the annual budget, annual report, etc, based on the availability of funding.
8. Working with and providing support to the executive.
9. Approving major contracts and grants. ED is responsible for the grant proposals and contracts.
10. Soliciting and reviewing program evaluations
11. Fundraising is done by directly donating to the non-profit and soliciting donations from others.
12. Documenting policies and decisions to create an organizational memory.
13. Preparing for and attending board meetings.
14. Researching and discussing issues before decisions are made.
15. Advocating for the organization.
16. Troubleshooting as necessary.
17. Meet at such times and places as required by these bylaws.

Section 6: Salaries/Compensation

Till the financial resources are explored, the Board members shall delegate financial responsibilities to the ED, Accountant, and Program Manager, and are liable to run the day-to-day business voluntarily. Otherwise, any salaries received by the officers and the board members, and program staff will be reasonable and provided in return for services actually rendered to or for the Corporation. All salaries will be prorated and approved in advance in accordance with this Corporation’s conflict of interest policy as set forth in Article 10 of these Bylaws.

Section 7: Qualification

The board members should have the following qualifications:

• Community service experience. Able to read and understand bylaws and policies.
• The board members have knowledge of nonprofits and their requirements.
• The board members should declare their intentions for services.
• Good communication skills.
• Must be attending or enrolled in a post-secondary institution pursuing a Bachelor’s Degree at a minimum, and preference will be given to a master’s degree with knowledge of nonprofit management.
• Should pass the state background check and federal check if deemed necessary.
• Should have no criminal convictions.

Section 8: Termination/ Resignation

1. Members can resign to the existing chairman, while the chairman can resign to the ED, or the Program Manager will receive resignations from the staff and volunteers. The vacancy thus created shall be filled through the hiring process on a competitive basis and by the ED of the corporation.
2. Any member can be terminated if:
3. He/she is found involved in criminal activities.
4. Found acting against the interest of CBS.
5. Failed to attend two consecutive meetings, he/she shall first be requested for a written explanation; however, if the member fails to attend three consecutive meetings, they shall be given a termination letter. (Reference Code-2).
6. Political activities and groupism, instigation, intimidation, and harassment are zero tolerance.

Section 9: Non-liability of Directors

The members shall not be personally liable for the debts, liabilities, or other obligations of CBS.

Section 10: Insurance for corporate agents

Except as may be otherwise provided under provisions of law, the Board members may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agents of CBS (including a director, officer, employee, or other agent of CBS) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such.

Section 11: Board Performance Review

The Board collective shall review or evaluate its performance annually. Evaluating the work of the Board shall be done using a questionnaire agreed upon by the Board.

Elements of review shall include, but not be limited to, the following:

1. The Board needs to review the bylaws.
2. The board members’ understanding of their responsibilities and duties;
3. The members’ commitment to the Board;
4. The Board’s use of its committees and the quality of the committees’ terms of reference;
5. Board members’ understanding of their fiduciary duties;
6.  The diversity of the Board’s composition and the Board’s ability to accurately represent its stakeholders.
7. The quality of the relationships between board members, as well as between the board and the organization.
8. The quality of the communication between the board and the organization.
9.   The Board’s policies and procedures;
10.   The efficiency of the Board meetings, decision-making processes, and Board member participation;
11. The quality of the Board’s written work plan.
12.   The Board’s ability to address conflict effectively and openly; and
13. The Board’s use of resources.

Article 5

Officers

Section 1: Designation of Officers

The officers of CBS shall be a president or ED, an Assistant ED, a secretary, an assistant secretary, a Program Manager, Coordinators, Public Relations, a treasurer, and an assistant treasurer. Any member, including board members, may serve as an officer of CBS. The Board members can serve as officers.

Section 2: Election and term of office

Officers shall be nominated by the Board members, and each officer shall hold office as long as they are capable of working and qualify.

Section 3: Executive Director

The ED shall perform the following duties:

1. Be the chief executive officer of CBS and shall, subject to the control of the Board of Directors, supervise and control the affairs of CBS and the activities of the officers.
2. He/she shall perform all duties incident to his/her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the Board members.
3. He/she shall preside over all the meetings of the Board members and at all the general meetings.
4. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he/she shall, in the name of CBS, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by Board members.
5. Shall establish a meeting agenda.
6. Shall work to build bridges with other non-profit organizations and agencies of government.
7. Shall promote the image of the organization.
8. Shall serve as spokesperson and public relations for the organization.
9. Shall ensure compliance with state laws and regulations.
10. ED reserves the right to appoint and terminate anyone who is found incapable of delivering assigned responsibilities.

Section 4: Assistant ED

The Asst. ED shall, in the event of the absence or inability of the ED to exercise his/her office, become the acting ED of the organization with all the rights, privileges, and powers as if he had been the duly elected/nominated ED. The Program Manager shall be the Assistant ED. The Assistant ED is entrusted with all the responsibilities aforementioned under the ED’s role to run the corporation and work very closely with the ED.         

Section 5: Secretary

The secretary sometimes can work as an Office Specialist, shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state. He/She shall give and serve all notices to members of this organization. He/She shall be the official custodian of records and seal of this organization. He/She may be one of the Officers required to sign the checks and drafts of the organization. He/She shall present to the membership at any meetings any communication addressed to him as secretary of the organization. He/She shall submit to the Board of Directors any communications which shall be addressed to him as secretary of the organization. He/She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of secretary.

Section 6: Assistant Secretary

The Assistant Secretary is responsible for assisting the Secretary and working as the Secretary in his/her absence from duty.

Section 7: Treasurer

The treasurer shall have the care and custody of all money belonging to the organization and shall be solely responsible for such monies and the security of the organization. He/she shall cause to be deposited in a regular business bank or trust company a sum not exceeding $5000, and the balance of the funds of the organization shall be deposited in a savings bank, except for the following) The Board members may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state. He/she must be one of the Officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks issued upon it. He/she shall render at stated periods, as the Board of Directors shall determine, a written account of the finances of the organization, and such report shall be physically affixed to the minutes of the Board members of such meeting. He/she shall exercise all duties incident to the office of treasurer. The board may also decide to hire a qualified financial accountant to manage grants.

Section 8: Assistant Treasurer

The assistant treasurer assists the treasurer at work and will have full authority as the treasurer in his/her absence from work.

Section 9: Employees

Depending upon the nature of work, position, and needs, the board shall hire or nominate a program manager who will be the hiring manager of the program, and subordinate paid staff whom the board will approve in the next scheduled meeting. The program employees are specialized professionals in the particular field of services needed to sustain the organization and provide services to clients. The hiring policy is based on the “Right Person in the Right Place” principle.

Section 10: Termination/Resignation

1. Any officer can first resign to the Program Manager, who will forward such resignation to the President or CEO. The CEO can resign to the chairman/Assist CEO. The vacancy thus created shall be filled by the BOD.
2. All matters of business for officers should be properly handed over to the new officers with proper documentation.

3. Any officers may be removed by the BOD with or without cause.
4. Any officer may be terminated if
5. He/she is found involved in criminal convictions.
6. Found acting against the interest of CBS.
7. Failed to attend two consecutive meetings, he/she shall first be requested to the written explanations and however, if he/she fails to attend three consecutive meetings shall be given termination letter. (Reference Code-2).

Article 6

Advisory Board

The advisory board shall be formed by the BOD. The number of members and the tenure for this advisory board shall remain unlimited, unless the Advisory Board Member resigns. They can be from any agencies, organizations, communities, or states.

The so-formed Advisory Board will be responsible for keeping abreast of the daily affairs taking place and providing input and advice to the board of directors, officers, and other committees in their activities to improve organizational functioning and services to the community, and provide program evaluation, improvement comment,s and suggestions if required.

Article 7

Committees:

All committees of this organization shall be formed by the BOD, and their term of office shall expire along with the expiration of the tenure of the BOD if not dismissed earlier. The permanent committees of this Corporation are as follows:

Section 1: Cultural Committee: Comprising five members formed/nominated by ED in consent with all CBS board members based on expertise.

This committee will be responsible for organizing and conducting, and promoting all religious and cultural activities during festive occasions, public gatherings, and helping upcoming generations regarding culture, tradition, and religion.  

Section 2: Women and Children Committee: Comprising five members formed/nominated by ED in consent with all CBS Board members.

This committee will be responsible for advocating for the issues related to women and children and providing resources in coordination with the BOD, and empowering them. Help the children to solve school-related problems and conduct literacy classes related to Health, Banking, Financing, and employment.

Section 3: Youth Development Committee: formed of five members nominated by ED in consultation with all CBS board members.

This committee will be responsible for conducting and facilitating sports-related programs. Suggest, engage, and direct the youths towards productive and responsible duties in community services. Conduct anti-drug awareness programs, encourage in leadership development, and help them to attain a higher level of education. This committee also helps those high school graduates and unable to continue their college education in professional and certification courses.

ARTICLE 8

Amendments and Dissolution:

Section 1: Amendments

Except as may otherwise be specified under provisions of law, these bylaws or any of them may only be altered, amended, or replaced, and new bylaws may only be adopted by an affirmative vote of two-thirds of the Board.

Section 2: Dissolution

The Community Building Services may be dissolved by a resolution taken by a quarter’s majority of the active board members or the Founder (Tek Neopany) when the current board members are unable to operate the organization. Upon dissolution, CBS’s assets will be distributed for any exempt purposes specified in section 501(C)(3) of the Internal Revenue Code as amended or supplemented, or shall be distributed to the Federal Government or to a State or Local Government for a public purpose which the Board, at the time of dissolution, shall determine. Any such assets not so disposed of shall be disposed of by the District court of the county in which the principal office of Community Building Services is located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article 9

Records, Reports, and Seal

Section 1: Periodic Report

The board of directors shall cause an annual or periodic report required under law to be prepared and delivered to an office of this state to be so prepared and delivered within the time limit set by law. It is hereby acknowledged that, as of the date of these Bylaws, the corporation is required by law to file an Annual Report/Renewal with the State of Utah Department of Commerce, Division of Corporations and Commercial Code, by December 15 of each year.

Section 2: Corporate Records

The corporation shall keep at its principal office:

1. Minutes of all meetings and committees of the board of directors, indicating the time, place, the purpose type, and the attendance of the members present.

2. Accounting records of properties and business transactions, receipts, disbursements, gain,s and losses.

3. Copies of Articles of Incorporation and Bylaws as amended to date.

4. Copies of resolutions of the board of directors.

Section 3: Seal

The organization shall have a seal whose design and structure shall be determined by a committee formed by the Board of Directors. The board of directors may adopt, use and at will alter a corporate seal. Such Seal shall be kept at the principal office of the corporation. However, failure to affix the Seal shall not affect the validity of any such instrument.

Section 4: Inspection Rights

Every director shall have the right at any responsible time to inspect any copy of all books, records and documents of every kind and to inspect the physical properties of the corporation.

Article 10

Policies and Procedures

Section 1:

• CBS shall have only one bank account with designated bank signatories nominated by the board/ED.
• The final decision for the utilization of the approved budgets for any projects by the BOD is vested in the ED of the Executive Body.
• The approval for the payment or reimbursement shall be made by the Chairman of the BOD or the ED of the executive body, depending on the nature of the expenses. The checks shall then be signed by the ED, treasurer, or secretary when needed.
• The financial accounts for each and every project, program, and unrestricted expenses should be maintained and reported separately.

Section 2:

•  Should there be a written complaint from a member of CBS with corroborated evidence, the same procedure adapted for the submission of the resignation will apply for all complaints.
• The BOD chairman and/or the ED of the executive body shall call for the discussion meeting for the complaints and to verify the evidence. The procedure adapted for power sharing also applies to this.
• If the complaints and evidence are verified and agreed upon by the majority of the Board in the meeting, a termination letter will be given.
• If the complaint and evidence are not verified and/or are not agreed upon by the majority he/she shall continue the duties of his/her office

Section 3:

• Under the conditions for which elections cannot be held in time, the tenure of the body can be extended for some months with the consensus of BOD, Officers, and Advisory board by calling a mass meeting.
• If the meeting of the BOD, Executive Body, Advisory body and the majority of the members feels that the existing board can work for the next tenure.

Article 11

Conflict of Interest and Compensation Approval Policies

Section 1: Purpose of CONFLICT-OF-INTEREST Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” as defined in Section 4958 (f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

a. Interested Person: Any director, principal officer, member of a committee with governing board deleted powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation, who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family.

1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;

2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or

3. A potential ownership or investment in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

4. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

5. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3: Conflict of Interest Avoidance Procedures

1. Duty to Disclose:  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists.  After disclosure of the financial interest and all material facts, any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable effort a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine y a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violation of the Conflict-of-Interest Policy.  If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflict of interest, it shall inform the member of the basis for such belief and offer the member an opportunity to explain the alleged failure to disclose

If, after hearing the member’s response and making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4: Records of Board and Board Committee Proceedings

The minutes of the meeting of the governing board and all committees with board-delegated powers shall contain:

a. The names of the person who disclosed or otherwise was found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the conflict of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes in connection with the proceeding.

Section 5: Compensation Approval Policies

A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors and any other compensation contract or arrangement, in addition to complying with the conflict-of-interest requirements and policies contained in the preceding and following section of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

a. The terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.

b. All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(3) which generally requires that each board member or committee member approving a compensation arrangement between this origination and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

1. Is not the person who is the subject of the compensation arrangement, or a family member of such person;

2. Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;

3. Does not receive compensation or other payment subject to approval by the person who is the subject of the compensation arrangement.

4. Has no material financial interest affected by the compensation arrangement; and

5. Does not approve a transaction providing economic benefits to the person who is subject to the compensation arrangement, who, in turn, has approved or will approve a transaction providing benefits to the board or committee member.

c. The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms and compensation. Appropriate data may include the following;

1. Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources.

2. The availability of similar services in the geographic area of this organization;

a. Current compensation surveys compiled by independent firms;

b. Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement;

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

c. The terms of compensation and the bases for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

1. The terms of the compensation arrangement and the date it was approved;

2. The members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;

3. The comparability data obtained and relied upon, and how the data was obtained;

4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;

5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.

6. Any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transactions (for example, a notation on the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of  the compensation arrangement and a taking of the votes to approve the arrangement);

7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

Note: The compensation, salaries, and reimbursements depend on the available funding. The program staff’s salaries are determined at the time of program funding availability.

Section 6: Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers, if any, shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy;

b. Has read and understands the policy;

c. Has agreed to comply with the policy; and

1. Understands the corporation is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section 7: Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

 Article 12

IRC 501(C)(3) Tax Exemption Provisions

Section 1: Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided by section 501(h) of the Internal Revenue Code) and this 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.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on:

1.  By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or

2. By a corporation contribution to which are deductible under section 170(c)(2) of the Internal Revenue Code.

Section 2: Prohibition against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members (if any), directors or trustees, officers, or other private 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation:

1. Is not the person who is the subject of the compensation arrangement, or a family member of such person.

2. Is not in an employment relationship subject to the director or control of the person who is the subject of the compensation arrangement.

3. Does not receive compensation or other payment subject to approval by the person who is the subject of the compensation arrangement.

4. Has no material financial interest affected by the compensation arrangement; and

5. Does not approve a transaction providing economic benefits to the person who is subject to the compensation arrangement, who, in turn, has approved or will approve a transaction providing benefits to the board or committee member.

6. The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms and compensation. Appropriate data may include the following:

a. Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources.

b. The availability of similar services in the geographic area of this organization.

c. Current compensation surveys compiled by independent firms.

d. Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributors) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

7. The terms of compensation and the bases for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

8. The terms of the compensation arrangement and the date it was approved: empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of this corporation.

ARTICLE 13

WRITTEN CONSENT OF DIRECTORS ADOPTING BY-LAWS:

We, the undersigned, are the initial Directors of the COMMUNITY BUILDING SERVICES (CBS) and in accordance with the authority granted to the Directors by these By-Laws, consent to and do hereby adopt the foregoing By-Laws, consisting of 20 pages as the By-Laws of this corporation.

Board of Directors and Officers

1. Tek Neopany              President (ED)          Signed
2. Chandra Sapkota         Chairperson       Signed
3. Dhan Karki                    Member                    Signed
4. Yadu Mishra               Staff Member         Signed
5. Megha Nath Adhikari Member                      Signed
6. Dr. Paul Ross              Advisor                       Signed
7. Mr. Sanit Gautam Member Signed
8. Gyamphu D Rai (Staff) Signed
9. Sarita Subba (Staff) Signed

First draft: 9/12/2020

Second Amendment: 3/1/2021 by Dr. Paul Ross