By-laws

LITERATURE COUNCIL OF BHUTAN, ‘LCOB’
By-laws of the Literature Council of Bhutan ‘LCOB’
A directive guideline

LCOB

11/ 7 / 2015

This document is a directive guideline for the board of the Literature Council of Bhutan, LCOB. This document furnishes details on the organizational structure, purpose, the duties and functions of the board of directors, election of the board, financial aspects and meeting of the board. It will serve as the reference document for the board of LCOB to help functioning smoothly.

Background of the organization

Article 1: The organization

Article 2: Mission statement

Article 3: Logo

Article 4: Purpose of the organization

Article 5: Office and Definition of some terminologies:

Article 6: Membership

Article 7: Board of Directors

Article 8: Other officials

Article 9: Basic Responsibilities of the Board of Directors

Article 10: Qualifications of Office-bearers

Article 11: Honor/ Award

Article 12: Quorum

Article 13: Meeting

Article 14: Tenure

Article 15: Advisory Committee

Article 16: Impeachment

Article 17: Financial Management

Article 18: Amendments

Article 19: Dissolution

Article 20: Miscellaneous

Back Ground of the organization

Literature Council of Bhutan (LCOB) is an extended and upgraded form of Nepali Shahitya Prarisad, Bhutan (Erstwhile Nepali Bhasha Parisad, Bhutan), a literary organization established back in 1993, in the Bhutanese Refugee Camps, Nepal. Initially, the organization focused to safeguard Nepali language, creating awareness about its relevance and to develop its literature and above all to keep-up our cultural and ethnic  identity.

Though in a harsh situation, it launched Nepali language classes in seven Refugee Camps in Nepal and thereby fulfilled the dream of many who did not see schools in Bhutan and those aspiring to have higher and in-depth knowledge of Nepali language and literature. In its nearly two-decade long history, it arranged many talk programs, symposium, organized various cultural programs on many occasions and also published  few books thereby encouraging and stimulating the Bhutanese people to plunge into the realm of literary creation and to develop a firm base of Nepali Literature in Bhutanese community.

After the dream of getting back to own homeland got shattered and relocation (resettlement) commenced in various parts of the globe, a need is felt to extend and upgrade the then existing Nepali Sahitya Parisad, redefining its objectives and changing its structure congenial in the new scenario.

Meanwhile on 7th May, 2009 some aspiring literature lovers took initiative to launch a literary site with the nomenclature of www.bhutaneseliterature.com with similar mission as do Nepali Shahitya Parisad, Bhutan. Due to concurrence in objectives and mission ahead, Bhutaneseliterature.com-Board of Trustees agreed to come under the umbrella of LCOB a restructured, extended and upgraded form of Nepali Shahitya Parisad, Bhutan with the understanding to keep the site as official literary publication menu of LCOB dissolving its executive board.

Now, LCOB is the representative literary organization in the Bhutanese community across the globe, with nearly two-decade long history dedicated to promote, preserve and develop our literature, arts and culture so as to maintain our ethnic and national identity as Nepali speaking Bhutanese.

Bylaws: Literature Council of Bhutan ‘LCOB’.

Article 1

The organization

There shall be a literary organization called Literature Council of Bhutan, hereinafter called LCOB. Based up-on the will and interest of individuals or any groups, the organization shall represent all the Bhutanese literates’ from may be in Bhutan, Nepal or in any countries around the globe.

Article 2

Mission statement

Literature Council of Bhutan shall make all efforts to ensure the preservation of community values associated with Language and literature alongside the development of Nepali language skills through teaching and publishing materials thereof.

Article 3

Logo

It shall have a Bhutan map inside a circulated background with images of a book and a pen symbolizing education and literary activities.

Article 4 Location

The main registered office of LCOB shall remain in the city of ……… Other sub-offices may be established elsewhere within the state of OHIO (?) or Pennsylvania (?), whenever deemed necessary.

Article 5

Powers and Purposes

The organization is to be organized as a public charity exclusively for charitable, cultural and educational purposes maintaining the relevance according to the definition of exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purposes and objectives, for which the organization has been formed, shall include but not be limited to the following:

  • To act and operate exclusively as a nonprofit corporation pursuant to the laws of the State of OHIO  (can be decided otherwise), and the federal government laws, to act and operate as a charitable organization, promoting literacy in Nepali language through literary activities.
    To preserve and promote the various languages spoken by Bhutanese people and the literature of these languages.
  • To give special preference in preserving, protecting and developing Nepali language, its literature and the Nepali culture.
  • To publish literary books in various genre created by Bhutanese writers.
  • To regularly bring the online literary publication and also publish other literary magazine at different times.
  • To organize, at different occasions, international level talk programs, symposium, seminars and cultural programs for the   exposition of our literary, intellectual and cultural backdrop with rest of the world.
  • To exercise all such other powers as may be exercised by nonprofit organizations under the applicable laws of the State of Ohio to carry out the purposes specified above.

Section 5.1 Powers:   

The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of non-profit corporations organized under the laws of the State of Ohio.

Section 5.2 Limitations:

(a) The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from federal income taxation as an organization described in Section 501(c) of the Internal Revenue Code of 1986, or any successor provision.

(b) The Corporation is not organized for pecuniary profit and shall not have any capital stock.  No part of its net earnings or of its principal shall inure to the benefit of any officer director of the Corporation, or any other individual, partnership or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.

(c) On dissolution, after provision is made for payment of debts, all property of the Corporation, from whatever source arising, shall be distributed only to such organizations as are then exempt from tax by virtue of Section 501(c) of the Internal Revenue Code of 1986, or any successor provision, and as the Board of Directors of the Corporation shall determine, unless otherwise provided in the instrument from which the funds to be distributed derive.

(d) No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Article 6

Definition of some terminologies:

By LCOB, it means Literature Council of Bhutan, which is the platform of Bhutanese writers, researchers and lovers of language and literature who are spread across the globe. This is a non-profit making and non-political organization. It is dedicated in preservation and promotion of literature of languages spoken and put to pen by Bhutanese people be it Nepali, English, Dzongkha or others and also committed to safeguarding and enhancing Nepali culture, arts and music.
By’ Bhutanese’, it is meant to understand as Bhutanese citizens, Bhutanese refugees registered in UNHCR managed camps in Nepal or Bhutanese living in India and resettled Bhutanese in various parts of the world and their descendents.
By ‘bylaws’ it means the present constitution of this organization.
By ‘organization’ it means Literature Council of Bhutan.

Article 6

Membership

6.1 General members:  Membership shall be issued upon filling out a registration form distributed by LCOB in two categories: individual and organizational (affiliation).

All adults above the age of eighteen years may be issued a membership memo after filling out membership forms. All members are entitled to voting for the election of the board of directors.

6.2 Organizational membership shall be issued to the head of the structural (executive) body and whenever it is approved by LCOB’s BOD the affiliation is permitted.

6.3 All kind of memberships are deemed to pay their nominal membership fee while they get their membership approval from LCOB’s BOD.

Article 7

Board of Directors

The governing body of the organization shall be a volunteer board of directors, the number of such board members not exceeding fifteen. The board shall be the highest decision-making body of LCOB. The board shall be headed by a Chairman elected by the members of the board of directors. The election of board chair shall be done by a simple majority of the members of Board of Directors.

An executive committee shall be formed from among or outside of the board members who shall function on behalf of the board for carrying out all official duties as may be required of the board. Such members may be appointed by the Board Chairman, with approval of one-third board members.

Other sub-committees may be formed by the board as per the need of programs and activities undertaken.

The Board of Directors as a unit shall bear the fiduciary and legal responsibility for LCOB.

The executive headed by an Executive Director shall have the function of overseeing various programs of LCOB as may be necessary for promoting Nepali language and literature.

7.1 Responsibilities of Board of Directors :

Besides other functions not described here, basic responsibilities of the board of directors constitutes: Determine mission and purpose, select the chief executive officer, Support and evaluate the chief executive, Ensure effective planning, Monitor and strengthen programs and services, Ensure adequate financial resources, Protect assets and provide proper financial oversight, Ensure legal and ethical integrity, Enhance LCOB’s public standing

7.2 Compensation.  

Directors shall not receive salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board.  The Corporation shall not provide personal loans to any Director.

7.3 Removal

Any board member who is not found capable to carry out the assigned duties and who does not attend more than five consecutive meetings or does not respond to the call for meetings more than five times shall be removed by the order of board chair, recommended by simple majority of board members. A board member may also be removed with or without cause.

7.4 Resignation

Resignation of any member is the right of individual. But a board member of the executive committee is required to serve the organization for at least twelve months in the designated position before deciding to resign.

Resignation can be accepted only after having sufficient reasons. All other board members shall function at least for two years before resigning.

Any vacant positions so formed after the resignation of a member shall be filled up as per the need, with taking resolutions from the board meetings.

In case resignation is given by an executive committee member before termination of his office-term or if an executive member falls in disciplinary action or in case of demise or insanity of the executive member than alternative arrangement can be made by executive committee or if it can’t be made it should be forwarded to council assembly.

The resignation should be submitted to the secretary or to the chairman considering hierarchy of position.

Resignation ( from any post or position) once submitted shall be accepted, however one chance shall be given to withdraw it in case if any damage is not done to the organization by such person.

7.5 Tenure  

The tenure of the board of directors shall be of five years. The first elected Board of Directors shall serve at least for two years from the date of their election. The signers of the Article of Incorporation shall elect at least five board members, who in turn shall elect other Board members and officials.

7.6 Meetings:

Meeting of Board of Directors and officials shall be both virtual and physical. The board shall meet at least four times a year, but may meet more than that, if any emergency arise. Notice of the meeting shall be given via text, email or call at least a week earlier. Virtual meetings are considered valid. All proceedings of the meetings shall be recorded in meeting minutes.

Any meeting shall be adjourned until further notice if the required quorum is not fulfilled.

7.7 Officers and agents

There shall be minimum of four officials- Chairman, Vice-Chairman, Secretary, Treasurer; while other officials and agents appointed by the board as deemed necessary.  Committees shall be formed by the board of directors for effective governance process and to ensure that LCOB’s programs comply with mission.

Article 8

Executive Director shall be hired by the board to manage all programs and activities of LCOB, who may hire other staffs as per need. The executive director shall be fully responsible to the board and reports to the board of all day to day affairs of programs and projects.

Article 9 : Honor/ Award

  1. The organization shall hold seminars, meeting, programs etc. at different times.
  2. The organization shall hold international level literary conference every five years.
  3. The council shall honor or award Bhutanese individuals with best literary creations in any genre. However council also can honor or award men of letters of any country for which only the Board of Directors can decide.
  4. The council can establish award by its own name or under a suitable name. Anyone wishing to establish award in the name of distinguished Bhutanese writer or any other distinguished personality requires writing to the council assembly and if it gets approval it shall be distributed through council.

Article 10: Quorum

One third majority of the total number of Board of Directors shall constitute the quorum for taking any decision by the board. A meeting shall be adjourned if one-third of the board members are not present (literally). However, critical decisions impacting the future of organization shall be made only with the two-third majority of board members.

Article11: Advisory committee

A committee comprising of prominent members of Bhutanese community as well as outside the community around the globe shall be selected by the board. Advisory committee shall have members not exceeding seven and not less than five, the individuals who are resourceful in terms of literary knowledge and who can invest valuable ideas to overcome difficulties on language assimilation within the Bhutanese around the globe. The advisory board shall enjoy a minimum term of seven years.

The advisory body shall be consulted by the board/executive whenever an unforeseen situation of crisis arises or any matter that cannot be solved by the majority of board members. It shall not have any immediate functions in the board.

Article 12: Financial Management

The fiscal year for operating the budget of LCOB shall be of   a year from April 1 to March 30.

Funds shall be generated by soliciting donation, collection from members, membership fees, and Grants.
It shall seek unconditional financial assistances from various literary organizations and well wishers and it can also accept the grants from government and non-governmental organizations.
The responsibility of keeping all the financial records transparent and up-to-date shall remain in the hand of treasurer.
All revenue and expenses must be proven by the receipts.
Withdrawal of any amount from the organization’s account should be signed by president, treasurer and secretary. In absence of the designated signatories, authorized board members can sign.
Any spending for meeting the project cost should be done by a joint consultation of the board chair, president, vice-president and the treasurer.
Every year auditing of the financial activities of the organization shall be done.

Article 13: Amendments

The Bylaws of the organization are flexible to be amended as deemed necessary. But amendments shall be brought only at interval of three years, proposed by disinterested members who serve at least two years in the board. Amendments shall be done only by a sitting of the board of directors with two third majorities. The amendments shall bring a negotiable change to the clauses felt most ineffective and contradictory. Any changes to the number and function of the board members and the officials, if felt necessary, shall also be incorporated in the amendments.

Article 14: Dissolution

Literature Council of Bhutan shall have perpetual existence unless decided otherwise through a special resolution passed by the council assembly with Board’s two third majorities.
Dissolution is unexpected and this clause cannot be used purposely by self interested groups in organization and before it is dissolved thorough discussions need to be held and, only and only if, rightful solution cannot be sought to continue it due to differences in opinion and conflict in interest of the members it shall be dissolved.
Upon dissolution as intellectual property right, right of bhutaneseliterature.com shall go to Bhutaneseliterature.com-Board of Founders as defined in the “background” section of this bylaws or incase no more than two members are alive on its behalf or can’t be handled by them when they are asked it shall be decided by the BOD and as to the monetary and physical property of this organization it shall be given as a donation to a literary or social organization in accordance with the decision of BOD.

Article 15:  Miscellaneous

Branch-units:

The branch- unit of LCOB can be open in any country or state where Bhutanese people have settled provided the law of the land permits it.
Regional representative of LCOB of that particular region or country or continent shall be the chairman of that particular region or country or continent for such branch-unit.
Regional representative of LCOB shall be elected by the members of that particular region or country or continent through electoral procedure.
The election for the regional representative should be completed before one of the election of BOD.
The regional administrative mechanism can be developed as may be suitable but it must be approved by LCOB’s BOD and it must be within the boundaries of LCOB’s provisions.