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KAAGNY BY-LAWS

2024 KAAGNY By-Laws (Eng)
2024 뉴욕한인회 회칙 (한글)

CHAPTER 1. GENERAL PROVISION

Article 1 Name

This association is called “The Korean American Association of Greater New York, Inc.” and its acronym is “KAAGNY” and its Korean name is “대뉴욕한인회” and its shorter variation is “뉴욕한인회”. 

 

Article 2 Purpose

The purpose of KAAGNY is to improve the political, economic, social, and cultural status of the Korean American community by:

  1. Harnessing the potential of Korean Americans in the Greater New York area;
  2. Improving the consciousness of our roots and ethnic pride for future generations;
  3. Helping the Korean American community to become a successful model immigrant community in American society as a whole;
  4. Widening each Korean American individual’s potential; and contributing to the development of Korea and the Korean people.

 

Article 3 Activity

KAAGNY’s activities include the following goals to achieve the purpose of Article 2.

  1. To construct a Korean American community where mutual cooperation between Korean Americans and Korean American organizations in the Greater New York area is achieved through harmony and unity.
  2. To be the primary Korean American organization representing the Korean American community so that it is an integral part of American society.
  3. To contribute to the perpetual friendship of the United States of America, as our current home, and Korea, as our ancestral home.
  4. To make contact, create ties, exchange ideas and build cooperative relationships with all Korean American communities.
  5. To strengthen relationships with other ethnic communities in America.

 

Article 4 Geographic Region

The geographic region of KAAGNY includes the areas with concentration of Korean Americans located in and around New York City and its suburbs in New York, New Jersey, and Connecticut.

 

Article 5 Character and Duties

KAAGNY’s character and duties are to:

  1. Represent all Korean Americans and Korean American organizations in general within the geographical region as outlined in Article 4;
  2. Exist as a Non-Profit Organization for the benefit of the Korean American community;
  3. Follow the laws and regulations of the federal, state, and local governments of the United States, but does not support nor oppose any particular party nor candidate for election;
  4. Transcend all of the religious sects which different KAAGNY members may be part of; and
  5. Play the U.S. National Anthem and the Korean National Anthem at all official events.

Article 6 Location

KAAGNY’s main office shall be located in New York City.

CHAPTER 2. MEMBERS

Article 7 Classification

KAAGNY’s members are classified into two categories:

  1. Registered Member; and
  2. Member

Article 8 Qualification

Qualification for membership is as follows.

1. Registered Member: A Korean American or Korean National who:

      1. is 18 years of age or more,
      2. resides in the geographic region as defined in Article 4, and
      3. has registered his/her membership with KAAGNY.

2. Member: A Korean American or Korean National who:

      1. is 18 years of age or more, and
      2. resides in the geographic region as defined in Article 4.

3. Any living person of Korean descent is eligible to be a Registered Member or Member. If a question arises as to a member’s descendancy, the matter shall be referred to the Board, and the Board shall decide as to whether the person may be a member or a registered member.


Article 9 Rights and Responsibilities

Registered Members have the following rights and duties:

  1. Right to participate in all activities and events;
  2. Right to request to hold, participate, speak, and cast votes at the General Meeting.
  3. Right to vote in the KAAGNY Presidential Election and be a candidate for President of the Association in accordance with these By-Laws; and
  4. Abide by these By-Laws.

Members have the following rights, duties and limitations:

  1. Right to participate in all activities and events except for General Meetings and KAAGNY Presidential Election;
  2. Abide by these By-Laws.

CHAPTER 3. ORGANIZATION AND MEETINGS

Article 10 Organization

KAAGNY shall have permanent bodies:

  1. General Meetings,
  2. Board of Directors,
  3. By-Laws Committee,
  4. Former Presidents Advisory Committee,
  5. President’s Executive Committee, and
  6. KAAGNY Office needed for daily operation


KAAGNY shall have temporary bodies:

  1. Election Committee, and
  2. Others as the President or the Board may create and operate temporarily as needed.

Article 11 Meeting

Each body of KAAGNY shall hold meetings in accordance with the rules and regulations for each body and shall comply with these By-Laws.

CHAPTER 4. THE GENERAL MEETING

Article 12 Definition

The General Meeting of KAAGNY is the supreme decision making body that is composed of Registered Members of KAAGNY, and is classified into:

  1. Regular General Meeting, and
  2. Special General Meeting.

Article 13 Chairperson of General Meeting

The President of KAAGNY shall serve as the Chairperson of the General Meeting and shall preside over the General Meeting unless he or she has been impeached or is under investigation for impeachment. If the President is not available or is ineligible to preside as the Chairperson of the General Meeting, the Chair of the Board of KAAGNY shall serve as the Chairperson of the General Meeting and shall preside over the General Meeting unless he or she has been impeached or is under investigation for impeachment. If the Chair of the Board of KAAGNY is not eligible to preside as the Chairperson of the General Meeting, the Chair of the Former Presidents Advisory Committee shall serve as the Chairperson of the General Meeting and shall preside over the General Meeting.


Article 14 Quorum
  1. The quorum required for a Regular General Meeting is the presence of 250 or more Registered Members, and decisions may be passed with the approval by the simple majority of the Registered Members present;
  2. The quorum required for a Special General Meeting for the purpose of impeaching the President of KAAGNY is the presence of the 250 or more Registered Members, and decisions may be passed with the approval by the simple majority of the Registered Members present; and
  3. The quorum required for a Regular or Special General Meeting for the purposes listed below (a. – e.) is the presence of 500 or more Registered Members, and decisions must be passed with the approval of two-thirds majority of the Registered Members present:
      1. Sale of the KAAGNY Building, located at 149 West 24th Street, New York, NY 10011, and any other property owned by KAAGNY.
      2. Entering into a long-term lease of 10 years or more of the KAAGNY Building or any other property owned by KAAGNY, whether for the entire premises or partial premises.
      3. Obtaining a loan for the KAAGNY Building or for which the KAAGNY Building is a collateral and for any other property owned by KAAGNY.
      4. Developing, loan with collateral, constructing or reconstructing the KAAGNY Building and any other property owned by KAAGNY.
      5. Amending this By-Laws.

Article 15 Convocation and Notice

The convocation and notice of the General Meeting follows the following items.

  1. The convocation of a General Meeting (for any purpose other than impeachment of the President) must be announced by the Chairman of the General Meeting and managed by KAAGNY by publication in two or more daily newspapers 15 days prior to the meeting date.
  2. The convocation of a General Meeting for the purpose of impeachment of the President must be announced by the Chairman of the General Meeting as prescribed in Article 13 of these By-Laws and managed by KAAGNY by publication in two or more daily newspapers 3 days prior to the meeting date.
  3. Regular General Meetings shall be held within the first fiscal quarter of an odd-numbered year.
  4. When a General Meeting for any purpose other than impeachment of the President could not be held for reasons such as a lack of quorum, etc., it must be held again within 20 days from the failed General Meeting date, and if it cannot be held a second time, the Board of Directors may make a decision on the items on the agenda.
  5. When a General Meeting for impeachment of the President could not be held for reasons such as a lack of quorum, etc., it must be held again within 5 days from the first failed General Meeting date and if fails again to be held within 5 days from the second failed General Meeting and if it cannot be held a third time, the Former Presidents Advisory Committee shall make the decision re the impeachment of the President.

Article 16 Matters for Decision

The General Meeting’s decision-making powers and responsibilities are the following.

      1. Approving any revision to this By-Laws.

Approval of development, construction, reconstruction, loan with collateral, purchase or sale of any real estate owned by KAAGNY, or for long-term lease of 10+ years or more for any real estate, in whole or in part, owned by KAAGNY.

      1. Confirmation of the candidate if there is only one duly-registered Presidential candidate in an election cycle.
      2. Consideration and determination of an agenda that the President of the KAAGNY, the Board of Directors, or by more than 150 Registered Members have submitted in writing to the Chairman of the General Meeting.

All votes shall be made by secret ballot and records of the votes shall be retained by KAAGNY for not less than 6 years.

CHAPTER 5. THE BOARD OF DIRECTORS

Article 17 Definition

The Board of Directors is a deliberative body of KAAGNY, and has the right to vote on all agendas, including the regular and special meetings of the Board Directors.

Article 18 Composition and Term

The Board of Directors shall be composed of 17 Directors. These 17 Directors shall be appointed as follows:

  1. Four Directors shall be appointed by the incoming President and the composition of the new Board of Directors must be completed by April 30, which is before the start of the new term for these Four Directors.
  2. The Chair of the Board of Directors shall be appointed by the incoming President in addition to the Four Directors in Article 18, Subsection 1 and the composition of the new Board of Directors must be completed by April 30, which is before the start of the new term for the Chair of the Board of Directors.
  3. Six Directors shall be selected from the Not-for-Profit sector within the geographic region prescribed in Article 4 of these By-Laws, which shall include ‘local’ Korean-American Associations and Korean-American community services organizations. In all subsequent years after 2017, each duly selected Director shall serve for a period of 4 years, unless it is to fill a mid-term vacancy in which case he or she shall only complete the remaining balance of the term of the vacant seat. No Director may serve more than one consecutive term, but may serve after his or her break of two or more years. As each three Directors’ terms end, they shall be replaced by duly selected Directors from other Not-for-Profit sector associations or organizations not currently represented on the Board of Directors. The associations and organizations, rather than the individuals, shall be considered as the Director, and each association and organization shall designate a representative. No association or organization may have more than one representative on the Board of Directors during any term.
  4. Six Directors shall be selected from the For-Profit sector within the geographic region prescribed in Article 4 of these By-Laws, which shall include various Korean American business and professional associations. In all subsequent years after 2017, each duly selected Director shall serve for a period of 4 years, unless it is to fill a mid-term vacancy in which case he or she shall only complete the remaining balance of the term of the vacant seat. No Director may serve more than one consecutive term, but may serve after his or her break of two or more years. As each three Directors’ terms end, they shall be replaced by duly selected Directors from other For-Profit sector associations not currently represented on the Board of Directors. The association, rather than the individuals, shall be considered as the Director, and each association shall designate a representative. No association may have more than one representative on the Board of Directors during any term.
  5. For the Board of Directors of the 35th Administration, which is to start on May 1, 2017, only: Recognizing the need to construct the first Board of Directors according to this Bylaw and the past practices of the organization, the President-elect (or the President) shall appoint the Chairperson of the Board. The President-elect (or the President) and the Chairperson of the Board shall, after consultation with each other, select twelve Board members from the Not-for-Profit and For-Profit sectors as described in Subdivisions 3 and 4 of this Article. Three of the six members from each sector will serve for a period of 1 year; the remaining of the six members will serve for a period of 3 years. Thereafter, each Board member selected by the Board according to the provisions of this Bylaw shall serve for 4 years, unless it is to fill a mid-term vacancy in which case he or she shall only complete the remaining balance of the term of the vacant seat.
  6. In all subsequent years after 2017 or to fill a vacancy, all candidates for Board of Directors shall be interviewed by and voted on by the presiding Board of Directors.

Article 19 Qualification

Qualification of Board members shall be determined by the Board of Directors.


Article 20 Officers of the Board of Directors

The Board of Directors has officers with such titles as Chair, Vice Chair, Secretary and Vice Secretary, and the rights and duties of the Directors are as follows.

  1. Chair: Calls for the meeting of the Board of Directors, and becomes the Chair of the meeting, taking responsibility for the general operation of the Board of Directors.
  2. Vice Chair: Assists the Chair and shall assume all duties and responsibilities of the Chair if the Chair is absent or becomes ineligible for any reason.
  3. Secretary: Maintain the records of all Board of Directors meeting including the Minutes of all Board of Directors meetings.
  4. Vice Secretary: Assists the Secretary and shall assume all duties and responsibilities of the Secretary if the Secretary is absent or becomes ineligible for any reason.

Article 21 Appointment of the Officers of the Board of Directors

The appointment of the Officers of the Board of Directors shall be made according to the following.

1. Chair:
a. the candidate must have served as an Officer or as a Director of KAAGNY for more than one year;
b. must be nominated by the President; and
c. approved by majority vote of the Board of Directors present at the first meeting of the Board of Directors in the new term.

2. Vice Chair:
a. must be nominated by a Board member; and
b. approved by majority vote of the Board of Directors present at the first meeting of the Board of Directors in the new term.

3. Secretary:
a. must be nominated by a Board member; and
b. approved by majority vote of the Board of Directors present at the first meeting of the Board of Directors in the new term.

4. Vice Secretary:
a. must be nominated by a Board member; and
b. approved by majority vote of the Board of Directors present at the first meeting of the Board of Directors in the new term.


Article 22 Committees

Committees may be formed by the Board of Directors when it believes committees are necessary, including but not limited to the formation of:

      1. Building Committee which shall be responsible for the management of the KAAGNY Building; and/or
      2. Museum of Korean American Heritage Committee which shall be responsible for the management of the Museum of Korean American Heritage.

Pursuant to New York State law, committee members for all committees of the Board must be made up of members of the Board of Directors.


Article 23 Convocation and Notice of the meeting of the Board of Directors

The Regular Meeting of the Board of Directors shall be held six times a year, and a Special Meeting of the Board of Directors may be called at the request of the President, or at the request of the Chair of the Board of Directors, or at the request of more than 6 Directors of the Board, and notification must be made to all Directors of the Board 7 days prior to the meeting by mail, email, or phone call. The meeting agenda must be included in the notification.


Article 24 Quorum of the Board of Directors

The quorum of the Board of Directors is defined in the following items.

  1. The quorum of the meeting of the Board of Directors is satisfied with the presence of a minimum of half of the sitting Directors, then the Board of Director may make decisions with the approval of the simple majority of the Directors of the Board present, except in the case of special agenda items, such as an impeachment proceedings, or as listed in this Article 24 Subsection 2 below.
  2. The quorum of the meeting of the Board of Directors for the following agenda items listed below (a. to d.) is satisfied with the presence of a minimum of two-thirds of the sitting Directors, then the Board of Directors may make decisions with the approval of two-thirds majority of the Directors of the Board present:
      1. developing, constructing or reconstructing, purchasing and/or selling of any real estate owned or leased by KAAGNY;
      2. obtaining a loan for the KAAGNY Building or for which the KAAGNY Building is a collateral, and for any other property owned by KAAGNY..
      3. revising this By-laws;
      4. discussing and voting on impeachment of the President.

Article 25 Duties of the Board of Directors

The Board of Directors have the following duties:

      1. Each Director must attend all Board Meetings. If a Director is absent from 2 of the 6 annually scheduled meetings, the Director shall automatically be removed from the Board of Directors. In the event a Director is removed, the Board of Directors may reinstate the Director by a majority vote at the next meeting.
      2. Each Director is a fiduciary of KAAGNY and must represent him or herself in an appropriate manner, including but not limited to, avoiding any possible conflicts of interest. If a conflict of interest exists on a matter to be discussed or voted by the Board of Directors, the Director(s) with the conflict must disclose the conflict and shall not participate in the discussion nor participate in the vote involving any possible conflicts.
      3. Maintain Minutes of all Board Meetings. The Minutes from the previous Board meeting must be adopted at the beginning of the subsequent Board meeting.
      4. An association or organization which has a representative on the Board of Directors may seek indemnification from KAAGNY for any actions taken by KAAGNY which may harm the association or organization; however, the indemnification may be withdrawn or revoked if the association or organization and/or its representative member on the Board of Directors acted willfully and grossly negligent in causing the harm or creating the liability on KAAGNY.

Article 26 Rights of the Board of Directors

The Board of Directors have the following rights.

      1. Review and approval of agendas submitted from the General Meeting of the Association to the Board of Directors.
      2. Review and approval of agendas submitted by the Board of Directors to the General Meeting of the Association.
      3. Review and approval of reconstruction, purchase, and sale of real estate of the Association, and review and approval of any loan with collateral of the Association’s real estate.
      4. Review and approval of revision of the By-Laws according to the procedure provided in these By-Laws.
      5. Review and approval of the business plan of the Association.
      6. Audit and review the operation of the Association.
      7. Review and approval of the budget.
      8. Review and approval of the final accounting for the fiscal year.
      9. Review and approval of the agendas submitted by each Committee.
      10. Confirmation and dismissal of the First Vice President of the Association.
      11. Selection, confirmation and dismissal of the Officers of the Board of Directors.
      12. Review and approval of impeachment of the President of the Association and/or Chair of the Board of Directors.
      13. Review and approval of agendas requested by the President or Chair of the Board of Directors, requested by members of the Board of Directors, or any other agendas deemed suitable to be discussed and/or determined at a meeting of the Board of Directors.
      14. Appoint auditors for the organization as well as form an audit committee when required to do so by New York State law.

CHAPTER 6. PRESIDENT

Article 27 Position

The President represents KAAGNY and commands and supervises the composition and activities of each body of KAAGNY in accordance with the By-Laws and the to the extent permitted by the Board of Directors. The President serves as the Chairman of the General Meeting, except in instances where he or she has been impeached. To the extent authorized or limited by the laws of the State of New York, the Board of Directors and these By-Laws, the President has authority regarding use of KAAGNY’s property.


Article 28 Election

The President of KAAGNY is elected through direct election by the Registered Members of the Association.


Article 29 Terms

The term of the President of KAAGNY is two years from May 1, of an odd-numbered year, until April 30, of the next odd-numbered year, and may be reelected only once, and the reelection need not be consecutive terms.


Article 30 President’s Vacancy

In case of the President’s vacancy, the following items apply:

      1. Should the office of the President be vacated and the remaining term is more than 450 days from the confirmation date of the vacancy, an interim election is to be held.
      2. Should the office of the President be vacated and the number of days remaining in the term be less than 450 days from the confirmation date of the vacancy, the Chair of the Board of Directors shall serve as the interim President. In the event the Chair of the Board of Directors shall vacate the position of interim President of KAAGNY, the Board shall nominate an individual to serve as interim President.

Article 31 Duties of the President

The role and duties of the President of KAAGNY are as follows:

      1. Shall preside over the General Meeting subject to the relevant provisions in the By-Laws.
      2. Represents KAAGNY, and signs the agreements and contracts of KAAGNY.
      3. Shall ensure that all mandatory government requirements including but not limited to the filing of taxes, New York State Charities Bureau Filings, and the preparation of annual financial reports shall be performed.
      4. Has authority regarding the use of KAAGNY’s property subject to the provisions in Chapter 16 and other relevant paragraphs found in the By-Laws, and to the extent permitted by the Board of Directors and the laws of the State of New York,
      5. Conducts the business of KAAGNY as the representative of KAAGNY.
      6. Creates a business plan.
      7. Creates and executes a budget funded in part or in whole through the dues and fundraising efforts of the Executive Committee, the members of which he or she shall have the exclusive authority to appoint.
      8. Has the right to appoint 4 (four) members to the Board of Directors as well as nominate the Chair of the Board, pursuant to Article 18 of Chapter 5 of the By-Laws.
      9. Has exclusive power to appoint and dismiss the officers of KAAGNY’s Executive Committee and to hire and terminate employees of KAAGNY’s Office.
      10. May compose an Advisory Committee as needed.
      11. Must comply with the Board requests for the business and financial audits.

CHAPTER 7. THE BY-LAWS COMMITTEE

Article 32 Definition

The By-Laws Committee shall be an independent body in the form of a committee of the not-for-profit corporation that shall seek to ensure that the governance of KAAGNY is conducted in accordance with New York State laws and the By-Laws of KAAGNY.


Article 33 Role

The By-Laws committee shall perform the following functions:

      1. It shall serve as the conclusive authority as to matters of interpretation of the By-Laws of KAAGNY and also make determinations as to whether any rules of operation created by any entity or body within KAAGNY complies with the By-Laws of KAAGNY.
      2. It shall have the responsibility to monitor that the By-Laws of KAAGNY do not conflict with New York State laws.
      3. It shall educate new members of KAAGNY upon joining, including but not limited to the President, the Board of Directors, Officers and Committee Members as to the By-Laws of KAAGNY so that they may perform their duties in accordance with the By-Laws and New York State laws. Such education shall be mandatory on the part of the aforementioned individuals, who may not refuse to participate, upon penalty of dismissal or impeachment.
      4. Upon the request of three or more Registered Members; upon request of the Board; or of its own volition, it shall investigate potential violations of the By-Laws of KAAGNY by the President, one or more members of the Board of Directors, or any individual within KAAGNY. It shall report its findings along with a recommended course of action to the Board of Directors, which shall make a determination as to impeachment, dismissal, or other disciplinary action based on the recommendation made by the By-Laws Committee.

Article 34 Composition and Terms

The By-Laws Committee shall consist of six (6) members, one of whom shall serve as the Chairperson of these By-Laws Committee and in the event of a tie vote shall cast the determining vote. Membership shall be based on nominations made by the By-Laws Committee at a ratio of two nominations per one open seat with the Board of Directors making the final determination based on a ‘Yes,’ or ‘No,’ vote by secret ballot. The terms served by the members shall consist of 6 years and selections shall not be made during a Presidential election year. Members may serve two terms. The Chair of the By-Laws Committee shall be selected by these By-Laws Committee members.


Article 35 Removal

The Board of Directors shall have the authority to remove the Chair of the By-Laws Committee or individual members by formal action.


Article 36 Revision of the By-Laws

The By-Laws of the Association may be revised according to the following items:

      1. A Registered Member of KAAGNY may propose a revision to the By-Laws in writing to the By-Laws Committee.
      2. After receiving the proposed written opinion(s), the By-Laws Committee will make a determination as to whether to reject, submit the request to the Board of Directors, or submit the request to the Board of Directors with modifications.
      3. Upon receiving a proposed By-Laws revision request from the By-Laws Committee, the Board of Directors shall hold a vote on the matter to determine whether the request shall be rejected or submitted to the General Meeting.
      4. Upon receipt of a revision request from the Board of Directors, a General Meeting consisting of 500 or more registered members shall hold a formal vote as to whether to accept or reject the entirety of the requested revisions, but may not revise or amend portions of the requested changes.
      5. If at any time the By-Laws Committee shall determine that any provisions of the By-Laws of KAAGNY are inconsistent with any existing or revised laws of the State of New York, it may submit a revision request to the Board of Directors, with the above procedures to be applicable. Then, the Board shall vote on the requested revision.

CHAPTER 8. EXECUTIVE OFFICERS

Article 37 Composition

Executive Officers of KAAGNY consists of the First Vice President, the Second Vice President, Executive Vice President, and Vice Presidents for each field, and the President may create additional offices in the organizations in accordance with need only for his/her term.


Article 38 Role

The Executive Officer’s roles are as follows.

      1. The First Vice President: assists the President and leads the Executive Board members.
      2. The Second Vice President: There are two Second Vice Presidents for both American Community and Korean American Community.
      3. Executive Vice President: Assists the Second Vice Presidents and takes charge of the working-level activities of KAAGNY.
      4. Vice President: In charge of each professional field such as politics, economy, society, culture, education, Adolescents, Welfare, and Ceremony etc.

Article 39 Terms

The Terms of the Executive Officers of KAAGNY is no more than one year, which ends by April 30 of the first year from the date of appointment by the President, and they may be appointed again at the end of the term. However, the First Vice President is appointed with the approval of the Board of Directors, and the term is the same as the President.


Article 40 Dismissal

The President may dismiss a Vice President whom the President appointed for due cause, and the reason for the dismissal must be reported to the next meeting of the Board of Directors. However, the dismissal of the First Vice President requires approval of the Board of Directors.

CHAPTER 9. (PRESIDENT’S) EXECUTIVE COMMITTEE

Article 41 Definition

The Executive Committee of the Association shall be an independent body in the form of a committee of the not-for-profit corporation which plans, executes and provides financial support for the business of KAAGNY in accordance with the President’s direction.


Article 42 Composition, Terms and Termination

Members of the Executive Committee shall be appointed by the President, who shall also determine the size of the committee for each Presidential term. All members of the Committee are treated as VIP’s of KAAGNY and shall serve for the duration of the term of the appointing President unless removed by the President or by the Board of Directors.


Article 43 Duties

The duties of the members of the Executive Committee include, but are not limited to the following:

      1. They shall pay dues for membership in the Executive Committee as set by the President who appointed them. Said dues shall be used for the execution of the business of KAAGNY, including but not limited to events and operations.
      2. The Executive Committee along with the Officers of KAAGNY shall be responsible for planning the events and activities of KAAGNY under the direction of the President subject to the approval of the Board of Directors.

CHAPTER 10. ASSOCIATION STAFF

Article 44 Composition

The Staff of KAAGNY shall perform functions relating to administration, accounting, computer systems, and ceremony in accordance with President’s instruction, and is composed of employed and volunteer personnel.


Article 45 Duties

The duties of KAAGNY Staff include, but are not limited to the following:

      1. They shall assist the President and execute the President’s business.
      2. They shall be carry out administration works related to KAAGNY.
      3. They shall assist the President and Board as to financial matters, including but not limited to the preparation of reports and payroll issues.
      4. They shall manage and maintain the documents, publications, and property of KAAGNY.
      5. They shall assist as to the collecting and transferring of the suggestions of each department, committee, or other body of KAAGNY.
      6. They shall maintain the website and social media of KAAGNY.
      7. They shall assist in other and additional ways that might be required by KAAGNY.

Article 46 Rules for Operation of the Association Office

Rules for operation of KAAGNY Office that prescribes the details regarding operation of KAAGNY Office is made separately.

CHAPTER 11. FORMER PRESIDENTS ADVISORY COMMITTEE

Article 47 Composition

The Former Presidents Advisory Committee shall be an independent body in the form of a committee of the not-for-profit corporation composed of the former Presidents who served as a President of KAAGNY and its office is located at the KAAGNY’s Building.


Article 48 Role

The Former Presidents Advisory Committee has roles as follows.

      1. Provide approval regarding reconstruction, purchase, and long-term leasing of the real estate of KAAGNY.
      2. Provide approval regarding any loan with KAAGNY’s real property as collateral.
      3. Provide approval and may reject the sale of any real property of KAAGNY by a two-thirds vote of its members.
      4. Provide approval in accordance of the other provisions of these By-Laws as to impeachment of the President.

In the event of 1-4 above, the Former Presidents Advisory Committee shall be the first body to review such proposals, before the matter is put before the Board of Directors and the General Meeting for their consideration and decision.


Article 49 Officers

The Former Presidents Advisory Committee has a Chair and an Assistant Administrator, and the Chair of the Former Presidents Advisory Committee speaks for the Former Presidents Advisory Committee, and the Assistant Administrator assists the President.


Article 50 Rules

A two-thirds vote at a meeting with a quorum of two-thirds of the surviving former Presidents of KAAGNY shall constitute an action of the Former Presidents Advisory Committee. Any actions or views held by any former Presidents of the Association falling short of this, shall constitute actions and or views of those members in their individual capacity and not an action or belief of the Former Presidents Advisory Committee as defined in these By-Laws.

CHAPTER 12. PRESIDENTIAL ELECTION

Article 51 Definition

The Presidential Election of KAAGNY shall be done in accordance with the four principles of elections, which are:

      1. holding general elections,
      2. direct elections,
      3. secret ballots, and
      4. each Registered Member is only entitled to one vote.

Article 52 Right to Vote

A Registered Member of KAAGNY as defined in Chapter 2 of these By-Laws has the right to vote.


Article 53 Eligibility for Candidacy for the President of the Association

A person who satisfies all the items from items 1 to 5, and who satisfies item 6 of the following is eligible to be a candidate for the President of the Association.

      1. A Registered Member who is more than 30 years of age as of the election day.
      2. Beginning from the year 2025, a person who maintains registered membership in good standing continuously for more than 5 years as of Election Day.
      3. A person who has Korean ancestry and holds a United States or a South Korean passport.
      4. A United States Citizen or Legal Permanent Resident (“Green Card” Holder).
      5. A person who does not have reasons for disqualification, such as a criminal record, or being declared incompetent, mentally ill, or otherwise incapacitated.
      6. A person who has served 2 or more years as either an officer, member of the Executive Committee of KAAGNY, paid staff member, or as a member of the Board of Directors.

Article 54 Elections Committee

The Elections Committee conducts research and performs specific duties in order for the Presidential Election to be managed fairly, and operates and acts in accordance with the following items:

      1. It shall be composed of the following (5) members which pursuant to New York State law shall consist of members of the Board of Directors, to be selected by the Board of Directors:
        • Two Board Members from the Not-For-Profit sector pursuant to Article 18 Paragraph 3;
        • Two Board Members from the For-Profit sector pursuant to Article 18 Paragraph 4; and
        • One Board Member to be selected by and from the entire Board of Directors.
      1. The election committee may appoint any number of advisors to assist with the completion of its tasks, with a recommended number of at least 5 and may enlist former presidents of the association, former election committee members and others based upon its discretion.
      2. Under no circumstances shall the President of KAAGNY either be a member of the election committee or have the authority to appoint any member of the election committee.
      3. It shall be responsible for organizing the Presidential Debates pursuant to Article 56.
      4. It shall research previous studies to hold fair elections and collect model cases.
      5. It shall make all efforts, such as maintaining a reasonable system of voting in order to avoid errors, enlightening voters through information about the candidates, polling voters for public opinion, researching prospective candidates, etc. in order to minimize problems during the election for the President of the Association.
      6. It shall permit candidates to appoint poll watchers as necessary to conduct fair and impartial elections.
      7. At the beginning of the committee’s term, it shall formulate rules for the election in accordance with these By-laws and rules of operation. These rules must be approved first by the By-laws Committee, which is then subject to the final approval by the Board of Directors.

Article 55 Election Registration Fee

All the expenses for the election must be paid and divided equally by the candidates from the Election Registration Fee, and the processing of the Election Registration Fee must abide by the following:

      1. The total estimated election cost of one-hundred thousand dollars ($100,000.00), which may be adjusted for inflation following the year 2017, shall be divided in equal amounts according to the candidates that have registered, but the amount shall not be less than $30,000 adjusted for inflation in any event. Candidates shall be notified within 24 hours of the registration deadline of their fee amount. Candidates who fail to provide the election fee within 7 days of being notified of their amount will be disqualified from the campaign and may not seek the office of the President in that election period.
      2. In the event there shall be a single candidate, the election fee shall be fifty thousand dollars ($50,000.00).
      3. The Board of Election must submit the final accounting report of the Election Registration Fee to the Chair of the Board of Directors within 10 days after the election occurs, and the Chair of the Board of Directors must submit the accounting report at the first Board of Directors meeting after the election for their confirmation. This report shall be posted on KAAGNY website as well as released to Korean American media outlets within 10 days.
      4. In the case that there is a remaining balance, it will be transferred to KAAGNY’s next fiscal year’s budget.
      5. In the case that the expenses exceed the collected amount of the Election Registration Fees, the Board of Election shall collect the additional exceeding amount from the candidates equally. If a candidate refuses to pay his/her equal share, he/she shall forfeit his/her candidacy for the office of the President.
      6. In the case that there is a balance remaining from the additional exceeding amount from the above number 4, then the remaining balance must be distributed to the candidates equally after the end of the election.

Article 56 Campaigning
  1. The sole method of campaigning for candidates for President of KAAGNY shall be through participation in a series of debates organized by the Election Committee, which shall determine the venue, number of debates and applicable rules as well as any other necessary items. The election committee shall ensure that adequate notice of the debates shall be provided to Korean-American residents eligible to vote so that they may have a chance to observe the proceedings, either in person or through media outlets.
  2. Any potential funding required for said debates may not be provided directly by the candidates, but shall be at the sole discretion of the election committee.
  3. Candidates shall be prohibited from any fundraising or campaign-related expenditures other than the payment of the election registration fee found in these By-Laws.

Article 57 Financial Guarantor

The winner of the Presidential Election of KAAGNY is responsible for all the running expenses that occur during his or her Presidency, and must determine two financial guarantors who satisfy all the following items and can provide financial assurance in case and submit the financial guarantors’ affidavits of support at the time of candidate’s registration.

      1. A person who has been a Registered Member of KAAGNY for two or more years continuously as of Election Day.
      2. A person who agrees with the activities of KAAGNY.
      3. A person with personal or household annual gross income of more than $100,000 dollars for the last two years as of the year 2017, which may be adjusted for inflation.
      4. The Election Committee shall have the right to reject financial guarantors, but may not do so unreasonably or unconscionably. In the event of such rejection, the Election Committee shall provide a written decision. Candidate may appeal the Election Committee’s decision to the Board of Directors.

Article 58 Election Day

The Presidential election of KAAGNY is held on the first Sunday after Independence Movement Day (March 1) of an odd year, and the Board of Directors of KAAGNY may adjust the date only when the election is impossible due to a natural disaster, etc.


Article 59 Winner

A person who received the most valid votes in the Election is the winner.


Article 60 Sole Candidate

When the number of duly-registered candidates for the Presidential election of KAAGNY is only one, the election is confirmed in accordance with the following procedure:

      1. The election committee must confirm the candidate’s eligibility for election.
      2. The election committee must hold the election pledges speech session more than once.
      3. The candidate must attend the General Meeting and must win the votes of the majority of the members present.
      4. If the candidate does not win the votes in the General Meeting, all procedures and decisions regarding the Presidential election is transferred to the Former Presidents Advisory Committee.
      5. When the General Meeting’s date is after the scheduled election date, the Board of Election must ask the President of the Korean American Association of Greater New York to hold a Special General Meeting, and the Special General Meeting must be held before the scheduled election date.

Article 61 Impossible Election

In case the Presidential Election is impossible because there is no candidate, the next President is elected as follows.

      1. The election committee must extend the period of candidate’s registration for a week, and must announce within 3 days from the day of the incident.
      2. In case of above item 1, the election committee must adjust the whole election schedule except for the Election Day, and must announce said schedule.
      3. In case there is no duly registered candidate even in the extended period, a General Meeting of registered Members shall be held to select a President, in which case procedures for said selection shall be determined at the General Meeting.

In case the Presidential Election determined in the paragraph 3 above fails, all the procedures and decisions regarding the Presidential Election is transferred to the Former Presidents Advisory Committee.


Article 62 Interim Elections
      1. In the event the office of President shall become vacant, and the remaining term has more than 450 days from the day of confirmed vacancy, an interim election shall be held by the election committee.
      2. Should the office of the President be vacated and the number of days remaining in the term is less than 450 days from the confirmation date of the vacancy, the Chairperson of the Board shall serve as the interim President. In the event the Chairperson of the Board shall vacate the position of interim President of the Association, the Board shall nominate an individual to serve as interim President.

Article 63 Rules for Election Management

Additional rules for election management to the extent necessary and not covered in these By-Laws shall be made by the election committee and approved by the By-laws Committee, which will then be approved by the Board of Directors.

CHAPTER 13. FINANCIAL MATTERS

Article 64 Financial Matters

The finances of KAAGNY shall be operated in accordance with the following items.

      1. At all times KAAGNY shall adhere to New York State laws governing non-profit and charitable organizations including but not limited to the proper management of its charitable assets and audit requirements.
      2. At all times KAAGNY shall maintain proper governance procedures, internal controls and financial safeguards.
      3. KAAGNY shall adopt a Conflicts of Interest Policy that conforms to New York State Law and ensure that its provisions are adhered to, with the President of KAAGNY as well as all Board of Directors, and Committees of the Board of Directors, Committees of the Not-for-Profit Corporation, Officers and Staff Members disclosing any potential instances of personal gain that might arise in relation to KAAGNY.
      4. In the event of any conflict between these By-Laws and the laws of the State of New York, the laws of the State of New York shall be controlling.
      5. The President of KAAGNY may only use KAAGNY finances for purposes approved by the Board of Directors.
      6. The President of KAAGNY under the authority of the Board is responsible for all the running expenses that occur during his or her term, and the running expenses during his or her term cannot be transferred to the next fiscal year unpaid.
      7. In case an unpaid balance is expected even after takeover in above item immediately above, the balance carried-over corresponding to two thirds of the expected unpaid balance must be deposited, and the deposited balance carried-over must be calculated separately after the unpaid balance is paid in full, and must be returned to the former President.

Article 65 Payment in and Payment out

All the receipts and disbursement of KAAGNY must follow the following items.

      1. All the income of KAAGNY must be deposited into the bank account, and the addresses of all the accounts must be reported to the Board of Directors.
      2. All the receipts and disbursements must be opened.

Article 66 Fiscal Year

The fiscal year of KAAGNY shall be from May 1, each year to April 30, next year, unless otherwise determined by the Board.


Article 67 Audit

The finance of KAAGNY must be internally audited every 6 months, and its results must be disseminated to the public. The finance must also be audited externally every year.

 

CHAPTER 14. IMPEACHMENT, DISMISSALS, COMMUNITY AWARDS

Article 68 Grounds for Impeachment

The following shall be grounds for impeachment or dismissal of any member of KAAGNY including but not limited to the President:

      1. A person who has a criminal record
      2. A person who has been declared incompetent.
      3. A person who has violated the By-Laws of the Association as determined by the By-Laws Committee pursuant to Chapter 7 of these By-Laws.
      4. A person who cannot perform his or her job owing to serious physical and/or mental disability.
      5. A person who engaged in financial misconduct or criminal activity.

Article 69 Procedure

The impeachment and dismissal procedures are present in but not necessarily limited to Articles 33, 24, 15 and 14 of the By-Laws and as specified therein, include the following:

1. As stated in Article 33 Paragraph 4:
“Upon the request of three or more Registered Members; upon request of the Board; or of its own volition, it shall investigate potential violations of the By-Laws of KAAGNY by the President, one or more members of the Board of Directors, or any individual within KAAGNY. It shall report its findings along with a recommended course of action to the Board of Directors, which shall make a determination as to impeachment, dismissal, or other disciplinary action based on the recommendation made by the By-Laws Committee.”

2. As stated in Article 24 Paragraph 2:
” The quorum of the meeting of the Board of Directors for the following agenda items listed below (a. to d.) is satisfied with the presence of a minimum of two-thirds of the sitting Directors, then the Board of Directors may make decisions with the approval of two-thirds majority of the Directors of the Board present: (a) developing, constructing or reconstructing, purchasing and/or selling of any real estate owned or leased by KAAGNY; (b) obtaining a loan for the KAAGNY Building or for which the KAAGNY Building is a collateral, and for any other property owned by KAAGNY; (c) revising this By-laws; (d) discussing and voting on impeachment of the President.”

3. As stated in Article 15 Paragraph 2:
“The convocation of a General Meeting for the purpose of impeachment of the President must be announced by the Chairman of the General Meeting as prescribed in Article 13 of these By-Laws and managed by KAAGNY by publication in two or more daily newspapers 3 days prior to the meeting date.” and

4. As stated in Article 14 Paragraph 2:
“The quorum required for a Special General Meeting for the purpose of impeaching the President of KAAGNY is the presence of the 250 or more Registered Members, and decisions may be passed with the approval by the simple majority of the Registered Members present.”

5. Chair of the Board of Directors: An impeachment request for the Chair of the Board of Directors must be submitted in writing with signatures of a minimum of two-thirds of the members of the Board of Directors, at which time the Chair of the Board of Directors may be impeached in a meeting of the Board of Directors presided over by the Vice Chair of the Board of Directors with the presence of at least two-thirds of the Directors and with the approval of two-thirds of the Directors present.

6. Officers of the Board of Directors and the Executive Branch may be impeached with a majority vote of the Board of Directors after a President’s discussion with the Chair of the Board of Directors.


Article 70 Award

KAAGNY has the Korean Award, the Model Award, and the Contribution Award as a system to induce many service men and women to participate in the society as well as to report the social model cases by giving awards to the people who contributed to the development of the Korean American community.

CHAPTER 15. SUCCESSION MATTERS

Article 71 Definition

Takeover of Business by next President must be focused on overall inspection and planning of the operation of KAAGNY to prepare for efficient completion of the job of the next President during his or her term.


Article 72 Takeover Committee

The President-Elect must finish all the preparation that is necessary for the job of the President before the inauguration by composing the Takeover Committee necessary for taking over, and the operation of the Committee must follow the followings.

There is no limit in the number of members of the Takeover Committee.

The Takeover Committee has the Chairman to represent the Committee and an Assisting Administrator who is in charge of all the business of the committee.

The expense for the operation of the Takeover Committee is included in the next fiscal years’ budget.


Article 73 Handover Committee

The current President must compose the Handover Committee composed of 3 members including the secretary general within a week from the day of confirmation of the President-Elect to help the takeover.


Article 74 Takeover Documents

The Handover Committee must prepare the following documents.

      1. The By-law and Rules of each organizations
      2. Minutes of the Association and each organizations
      3. All the documents of the Association
      4. All the forms necessary for the operation of the Association
      5. All the documents and books about the Association’s finance
      6. List of Property and equipment list of the Association
      7. List of bank accounts and check books for each account
      8. All the documents for the Association Building
      9. All the domain name, name of the operator, and password, related to the Association’s website and computer network server, and all the contract papers and copy of the data including copyright that is related to this.
      10. All the contracts with the name of the Association
      11. All the documents received from the US Government and Korean Government
      12. List of each organization or entity and all the communications
      13. Other items that the Takeover Committee requests for

Article 75 Inauguration and Farewell Ceremony

The inauguration ceremony of the new President must be held at the same time as the farewell ceremony on the first work day of May.


Article 76 Dismissal of Succession Committee

The succession process ends with the signatures of the current President and the Chair of the Handover Committee and the President-Elect and the Chairman of the Succession Committee, and the committee is dismissed automatically.

CHAPTER 16. MANAGEMENT OF THE ASSOCIATION BUILDING

Article 77 Operation of the Association Building

The operation of the Association Building must be done on a self-financed basis, although this shall not prevent in the Association from using potential profits from the building on behalf of the Community pursuant to Article 80.


Article 78 Loan with Collateral

Any variations of the amount of loan with the Association Building as a collateral must be approved in the General Meeting after approval by the Board of Directors and the Former Presidents Advisory Committee and in compliance with New York State Not-for-Profit Law.


Article 79 Sale of the Association Building

The sale of the Association Building must be approved in the General Meeting after approval by the Board of Directors and the Former Presidents Advisory Committee and with the consent from the New York State Attorney General.


Article 79(a) Lease of Association Building

Any lease of KAAGNY Building for a period of 5 years or longer inclusive of all options for extension of lease period must be approved by the Board of Directors and Former Presidents Advisory Committee, and with the consent from the New York State Attorney General.


Article 79(b) Sale of the Air Rights Above the Current Sixth Floor

The sale of the Air Rights above the sixth floor of the Association Building must be approved in the General Meeting after approval by the Board of Directors and the Former Presidents Advisory Committee and with the consent from the New York State Attorney General.


Article 79(c) Lease of the Air Rights Above the Current Sixth Floor

Any lease of the Air Rights above the sixth floor of the Association Building must be approved by the Board of Directors and Former Presidents Advisory Committee, and with the consent from the New York State Attorney General.


Article 79(d) Construction Above the Current Sixth Floor

Any construction to raise KAAGNY Building’s current height must be approved in the General Meeting after approval by the Board of Directors and the Former Presidents Advisory Committee and with the consent from the New York State Attorney General.


Article 80 Building Profits

Fifty percent of the net profits per Presidential term resulting after expenses of the building including but not limited to taxes, repairs, mortgage payments and fees for the use of professionals have been paid shall be placed into a special account for the purpose of building a reserve of savings to be used for the building. The remaining fifty percent of net profits can be used by the Association on behalf of the Greater New York Korean-American Community with the President disbursing funds upon approval of the Board. The amount of money that the President may disburse according to this provision may not exceed the net profits generated during his or her term, and cannot exceed $100,000.


The History of the By-law

      1. 6/12/1960: Manufactured at the first General Meeting
      2. 12/20/1968: Revised at the special general meeting of the 7th
      3. 12/29/1971: Revised at the special general meeting of the 10th
      4. 4/25/1982: Revised at the regular general meeting of the 16th
      5. 8/17/1986: Revised at the special general meeting of the 19th
      6. 5/27/1991: Revised at the special general meeting of the 21st
      7. 3/25/1995: Revised at the special general meeting of the 23th
      8. 4/13/1997: Revised at the regular general meeting of the 24th
      9. 2/ 13/1999: Revised at the special general meeting of the 25th
      10. 4/26/2005: Revised at the regular general meeting of the 28th
      11. 4/ 30/2007: Revised at the regular general meeting of the 29th
      12. 3/ 27/2011: Revised at the regular general meeting of the 31st
      13. 3/ 11/2013:Revised at the regular general meeting of the 32nd
      14. 3/ 04/2017:Revised at the regular general meeting of the 34th


(The 34th Members of the By-law Committee)
Chairman: Kyung Won Min
By-law Changing Committee Chairman: Kyun Yi / lawyer
Committee Members: JD Kim / lawyer, Mark Son / lawyer