Bylaws Of The Vietnam Green Building Council
A Program Of Green Cities Fund, Inc. — A California Public Benefit Corporation
August 14, 2008 (revised: 9/8/2008; 9/15/2012)
SECTION 1 - NAME AND OFFICES
- ARTICLE 1. Name: The name of the organization is the Vietnam Green Building Council, also known as “VGBC” and hereafter referred to as “the Council.”
- ARTICLE 2. Principal Office: The principal office of the Council will be located in Hanoi, Vietnam or in another location approved by its board of directors.
- ARTICLE 3. Other Offices: The Council may also have offices at such other places, within or without Vietnam, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.
SECTION 2 - PURPOSES & ACTIVITIES
ARTICLE 1. Purposes: The primary purpose of the Vietnam Green Building Council shall be that of advancing the theory, practice, and awareness of sustainable building, urban planning, and climate change adaptation in Viet Nam.
The secondary purpose of the Council shall be to propagate the best global theory and practice in societal sustainability and climate change adaptation.
ARTICLE 2. Activities: The Council shall:
*Carry out research to develop sustainable climate change adaptation (SCCA) assessment tools for building projects in Viet Nam, for use in certification of local projects.
*Develop national green building standards in Viet Nam from these benchmarks.
* Train local architects and engineers in SCCA practices and concepts through Council seminars.
* Mitigate Viet Nam’s considerable vulnerability to the effects of global climate change.
* Provide a full range of services to individual and organizational members.
* Raise awareness among key sectors on the necessity and cost-effectiveness of SCCA (green) building.
* Implement multi-stakeholder environmental initiatives that address ecological problems stemming from the built environment.
* Help position Viet Nam as a leader among emerging economies with respect to sustainability and climate change adaptation in the built environment.
*Perform other services and activities in support of its primary and secondary purposes.
SECTION 3 - PROPERTY
ARTICLE 1. No part of the Council’s property shall inure to the benefit of any Officer, Director, or member of the Council. On dissolution or liquidation of the Council, any of its assets remaining after payment of all liabilities shall be distributed by vote of the Board of Directors to any nonprofit corporation or association whose objectives are similar to the Council’s.
SECTION 4 - MEMBERS
ARTICLE 1. Members: Membership in the Council is open to both organizations and individuals. The Board of Directors may determine that certain categories of organizations may or may not be eligible for membership. Members must complete an application, agree to abide by a Membership Statement of Principles, (which will be part of the application process and be incorporated herein by reference and which may be modified by the Board of Directors from time to time), and pay dues and any other fees that the Board may establish.
- ARTICLE 2. Acceptance Procedure: Each membership application will be reviewed to verify that the applicant meets the membership criteria described in ARTICLE 1. All Council members that are themselves membership organizations, shall, as a pre-condition of membership and each renewal, publicly disclose their complete membership lists. To safeguard individual privacy interests, organizations may choose not to disclose the identity of members who are natural persons.
- ARTICLE 3. Voting and Peer Review Procedures: The Board of Directors shall adopt policy and guidance on member voting and peer review procedures which strive to achieve the goal of consensus.
- ARTICLE 4. Representation: Each member will be entitled to one vote on each matter submitted to a vote of the membership.
- ARTICLE 5. Termination: Resignation or termination of membership will not relieve a member of responsibility for any financial obligations, including dues and other amounts due, accrued up to the effective date of membership termination. Membership in the Council may be terminated when:
- A member resigns by giving notice to the Council. In the event of resignation, dues already paid for the current year will not be refunded.
- Dues or other financial obligations to the Council have not been paid 90 days from the date of the invoice or expiration date, whichever is later.
- The member is determined to have willfully submitted false documents or information to the Council, or otherwise subverted certification or other processes. In such cases an organization may be barred from reapplying for membership for a period of years to be determined by the Board.
- The member is expelled for actions which the Board determines are prejudicial to the welfare, interest or character of the Council, including willful violation of these Bylaws. The member in good standing is entitled to due process as established by the Board of Directors.
- ARTICLE 6. Review: The Board shall evaluate all COUNCIL membership requirements every two years and remove or enact requirements as appropriate for achieving the mission of the VGBC.
- ARTICLE 7. Meetings: Meetings of Council members shall occur at a time, place, and date determined by the board of directors. Members shall be informed of meetings not less than 20 days before the date.
SECTION 5 - BOARD OF DIRECTORS
- ARTICLE 1. Composition: The board shall consist of at least one representative from each of the following eight private sector categories: construction; architecture; engineering; finance and insurance; property developers; real estate and management; building product manufacturers; utilities. Private sector representatives may account for no more than 10 seats on the Board. Another 12 Board seats shall be distributed as follows: professional associations (2); academic institutions (4); environmental organizations or institutes (4); local or national government (2). All subgroups shall compose a maximum of 22 seats. One seat each will be allotted to the current executive director; the chairman of the technical steering committee; and one of the three founding Board members or the Founding Director (collectively known as “Founders”). Another three seats will be allotted to at-large or honorary members. There is no requirement that all 28 seats be filled.
- ARTICLE 2. Responsibilities: The Board of Directors’ primary responsibilities are:
- To articulate and uphold the principles, values and mission of the Council.
- To continuously assess the effectiveness of the Council’s work in the achievement of its mission and to engage in generative dialogue for the purpose of addressing threats to and leveraging opportunities for such work.
- To work with the Council’s committees and staff to develop and approve strategic goals and initiatives for the purpose of advancing the Council’s mission.
- To supervise, control and direct the affairs of the Council, its committees and publications.
- To elect the Board Chairperson, Chair-elect, Secretary and Treasurer, and to hire an Executive Director.
- To actively promote the Council’s objectives and supervise the disbursement of its funds.
- To adopt a policy on conflicts of interest.
- To take such actions as may be necessary to conduct the organization,
- including but not limited to adopting rules and regulations for the conduct of its
- business as shall be deemed advisable, establishing policies from time to time,
- and delegating certain authority and responsibility to the Executive Committee.
- ARTICLE 3. Nominations: Nominations for directorships shall be put forward according to guidelines set by the Board of Directors. The executive committee shall review all nominees to insure that they meet the eligibility requirements and fulfill diversity and leadership criteria for board membership, remanding any candidates who do not qualify back to their respective constituency for replacement. The executive committee shall then formulate and announce the slate of candidates to the membership by electronic mail. The slate shall also include a section for write-in candidates for directorship. Elections to subgroup and at-large directorships shall be open to all members for a period of not less than 30 days.
- ARTICLE 4. Eligibility: Any duly authorized representative of a member in good standing will be eligible for office, except that no more than one representative of a given member organization may run for office or serve as a member of the Board of Directors during a fiscal year. Board-appointed directors shall be exempt from the membership requirement. Directors who represent subgroups must reside in Vietnam for at least eight months of the year for the entirety of their two-year term. There shall be no residency requirements for the other six seats.
- ARTICLE 5. Term: Terms for subgroup and at-large directorships shall be two-year terms and may be extended for no more than one additional two-year term.
- ARTICLE 6. Election: The nominees for the Board of Directors shall be elected by a majority of the voting members present at a meeting at which a quorum is in attendance. When any seats for the appointed directorships become open the Executive Committee, in consultation with the board, will propose candidates to fill those seats to be confirmed by a majority of the voting members of the Board of Directors present at a meeting at which a quorum is in attendance
- ARTICLE 7. Voting: Each Board member is entitled to one vote. Voting on all matters, including election of Officers or amendments to the Bylaws, may be conducted without meeting by electronic mail.
- ARTICLE 8. Quorum: Twelve voting Board members present in person, by email, or by teleconference, will constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The Board members present at a duly organized meeting may continue to do business until either adjournment or the withdrawal of enough Board members to leave less than a quorum
- ARTICLE 9. Meetings: An annual meeting of the Board of Directors shall be held on a date and at a location determined by the Board of Directors. Written notice of such meeting will be given to each Board member at least 30 days prior to the proposed meeting date. Regular meetings of the Board of Directors may take place as determined by the Board. Any particulars concerning regular meetings, including but not limited to notice, time and location, shall be determined by the Board, to the extent that these particulars are not determined by these Bylaws. The order of business for meetings of the Board shall be determined by the Executive Committee. The order of business may be altered at any meeting by request of a majority of members present. Any or all Directors may participate in a meeting of the Board of Directors by telephone and/or web conference. Special meetings of the Board of Directors may be called by the Chair or a majority of the Directors, and shall be held at such time and place as the person or persons calling the meeting shall designate. Notice of special meetings shall be given at least forty-eight (48) hours prior to the meeting and may be given either personally, by mail, courier, facsimile, telephone, email, or any other form of wire or wireless communication. The Board of Directors may allow attendance by invited guests.
- ARTICLE 10. Vacancies: A nomination to fill any vacated seat prior to the next annual meeting will be voted upon by the Board of Directors at the next Board meeting or by electronic mail.
- ARTICLE 11. Retention: An elected Board member may serve the remainder of his/her term in the event that he/she becomes employed by an organization belonging to another subgroup, unless his/her new position requires residence outside of Vietnam. In this case the individual must vacate the Board seat. At the end of his/her term, he/she must stand for election in the new subgroup.
- ARTICLE 12. Removal From Office: A seat may be declared vacant by a majority vote of the Board of Directors. Causes for such action shall include, but not be limited to, failure to abide by the Council’s Bylaws or Code of Conduct, repeated and inexcusable absences from meetings of the Board of Directors, or conviction of a felony. Serious misconduct among directors shall be cause for a permanent exclusion from all Council activities and services for the director and the organizations they represent.
- ARTICLE 13. Compensation of Board of Directors Members: Board members (not including the executive director or chair of the technical steering committee) shall not be entitled to any compensation for their service on the Board of Directors. The Board of Directors shall determine the amount of compensation for the executive director and chair of the technical steering committee. Travel expenses for Board members may be reimbursed provided they are budgeted and approved in advance by the Board of Directors. The Executive Committee will determine the disbursement of these funds.
SECTION 6 - OFFICERS
- ARTICLE 1. Nomination & Election: The Board of Directors shall vote for and elect the officers for the coming year according to the following process, within a timeline set and agreed to by the Board. Board members will receive a proposed slate of officers from the executive committee for the election of Officers. After receiving the slate, any Board member may nominate an additional person within a specified period of time, provided that, if elected, the person so nominated agrees to serve as an officer. The Board will convene a meeting in person or by electronic mail within a specified period of time after receipt of the slate to vote and elect the officers.
- ARTICLE 2. Officers: The Officers (the “Officers”) of the Board of Directors shall be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer. An additional Vice-Chairperson shall be elected by the Board in cases which the Board deems such an arrangement useful to carrying out the work of the Executive Committee.
- ARTICLE 3. Eligibility: Any duly elected member of the Board of Directors will be eligible for office. Only Board Members shall serve as Officers.
- ARTICLE 4. Terms: The officers shall assume the offices at the first annual meeting after their election. The Chairperson, Vice-Chairperson, Secretary and Treasurer shall each serve terms of two years.
- ARTICLE 5. Duties: General Duties of the Officers:
- Direct the implementation of programs, activities and recommendations of the approved Program Plan.
- Review and recommend the Annual Plan (submitted by the executive director) for presentation and approval of the Board of Directors.
- Duties of individual Officers are as follows:
- A. The Chairperson shall preside at all meetings of the Board of Directors and membership. The Chairperson may execute contracts into which the Council may enter unless execution thereof is delegated by the Board of Directors or these Bylaws to some other officer(s) or agents of the Council. The
- Chairperson shall also serve as an alternative signatory on all funds withdrawn from any Council account.
- The Vice-Chairperson shall exercise the responsibilities of the Chairperson in the event of the Chairperson’s absence or disability. Additional responsibilities may be determined and assigned by the Chairperson.
- The Treasurer shall assure that the Council’s funds are kept safe and that full and accurate accounts of receipts and disbursements are prepared. The Treasurer will also review, annually, the budget submitted by the executive director to the Council to be discussed and approved by the Board of Directors. Additionally, the Treasurer serves as the main signatory on all Council banking accounts. The Chairperson may appoint an Assistant Treasurer to assist the Treasurer, and who may perform the same duties as the Treasurer.
- The Secretary shall take and disseminate minutes, prepare and sign corporate documents, etc. and perform the duties normally assigned to a Secretary. The Chairperson may appoint an Assistant Secretary to assist the Secretary, and who may perform the same duties as the Secretary.
- ARTICLE 6. Vacancies: Should any office become vacant, the Officers shall nominate, and the Board of Directors shall vote upon, within 60 days, an individual to complete the remainder of the term involved.
- ARTICLE 7. Removal From Office: An individual will be removed from office if the officer becomes unaffiliated with a member organization. An office may also be declared vacant by a majority vote of the Board of Directors. Causes for such action will include, but are not limited to, failure to abide by the Council’s Bylaws or Code of Conduct, repeated and inexcusable absences from meetings of the Board of Directors, or conviction of a felony. Serious misconduct among officers shall be cause for a permanent exclusion from all Council activities and services for the officers involved and the organizations they represent.
SECTION 7 - EXECUTIVE DIRECTOR AND STAFF
ARTICLE 1. Appointment: The Board of Directors may appoint and employ a salaried staff head who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board of Directors.
ARTICLE 2. Authority and Responsibility: The Executive Director shall be the chief executive officer of the Council and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Council. They shall perform all duties incident to their office and such other duties as may be required by law or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, or by these Bylaws, the Executive Director shall, in the name of the corporation, execute such contracts, checks, or other instruments, which may from time to time be authorized by the Board of Directors. The Executive Director will also prepare, annually, a proposed budget for the Council that will be reviewed by the Officers and then submitted to the Board of Directors. The Executive Director may hire and/or appoint as necessary appropriate Council staff to provide administrative and program management services and negotiate employment and/or management contracts on the Council’s behalf. These duties include fixing compensation for such Council staff within the approved budget.
SECTION 8 - FINANCES
ARTICLE 1. Signature on checks and notes: All checks shall be signed by the Executive Director or their designee or as the Board of Directors may from time to time designate, or as stated in these Bylaws.
ARTICLE 2. Fiscal Year: The fiscal year of the Council will be the calendar year.
ARTICLE 3. Audit: The accounts of the Council shall be audited not less than annually by a qualified accountant who shall be appointed by the Executive Committee, with the approval of the Board of Directors and who shall provide a report to the Board of Directors.
ARTICLE 4. Operating Reserve Fund: The Board may adopt policies and procedures for an operating reserve fund.
SECTION 9 - LEGAL FOUNDATION
ARTICLE 1. Operation: The Council shall operate as a program of Green Cities Fund, Inc., a California, USA registered public benefit corporation tax exempt under Section 501(c)(3) of the (U.S.) Internal Revenue Code and international non-governmental organization (INGO), until such time as the Board determines that the Council will serve its mission and function more effectively as a Vietnamese non-governmental association (VNGO).
ARTICLE 2. Transfer: The Executive Committee and the Executive Director, shall review the legal environment and procedures necessary to establish the Council as a Vietnamese non-governmental organization (VNGO) and give recommendations at each annual meeting for transfer of the Council’s legal foundation to Vietnam. Once conditions are deemed suitable, the executive director shall submit a Transfer Action Plan, recommended by the Executive Committee to a vote of the Board of Directors.
ARTICLE 3. Bylaws: Any changes to these Bylaws in the transfer process, excluding those necessary for compliance with Vietnamese law, shall be subject to the normal Bylaw amendment process.
SECTION 10 - COMMITEES AND GROUPS
ARTICLE 1. Executive Committee: There shall be an Executive Committee of the Council which shall have as members the Chairperson, the Vice-Chairperson(s), the Secretary and the Treasurer. Other members of the Executive Committee will include the Executive Director, one Founder and a Standing Member. The Standing Member shall be a person proposed by the Chairman and approved by the other members in a vote. The Standing Member shall assist the Chairman and the Executive Director in the execution of the oversight meetings and the normal business of the oversight committee, but shall not vote on Executive Committee decisions unless a member of the Board. The Executive Committee shall serve as the final oversight committee for the certification process. It shall also serve as the Board’s primary instrument for monitoring day-to-day operations of the Council. The Executive Director shall schedule no less than two oversight meetings per year with the Executive Committee; these meetings shall not follow or precede a full board meeting by less than 60 days, except in extraordinary circumstances. In these meetings a full report on Council strategy, partnerships, budget, and activities shall be made by the Executive Director. The Executive Committee shall have full advise-and-consent powers on the above categories of operations, with any issues unresolved at the biannual oversight meeting to be formally submitted to the full board for a vote within 30 days of the meeting. Council shall support the costs of these meetings, including facilities and compensation for members of the committee. Teleconferencing may be employed for members located at distance, though meetings in person shall be preferred.
ARTICLE 2. Technical Steering Committee: There shall be a Technical Steering Committee of the Council which shall have as members the chairs of the Council’s Technical Advisory Groups. The Technical Steering Committee shall establish, recommend, and review Council certification procedures, technical guidelines and rating systems, and publications. The Technical Steering Committee shall govern and monitor the activities of the TAGs and shall serve as the primary oversight committee for the certification process.
ARTICLE 3. Technical Advisory Groups: The Council shall establish and maintain Technical Advisory Groups (“TAGs”) for technical subjects deemed appropriate by the Executive Committee and Executive Director, in consulting with the Council’s research personnel. Each TAG shall consist of 2-12 members, reflect a balance between local and international expertise and experience, and shall have a Chair and Vice-Chair. TAGS will recommend, establish, and review Council certification procedures, technical guidelines, rating systems, and publications relevant to their subject.
ARTICLE 4. Other Committees: The Executive Committee or the Board shall establish other committees, including those to develop programs, as it deems appropriate, and shall establish the powers and duties of each. The Chairpersons of the committees shall be appointed by and serve at the discretion of the Executive Committee.
ARTICLE 5. Balance: The Council shall seek to create and maintain its committees in a transparent and balanced manner, appropriately representing multiple viewpoints, without dominance by a single member category. The Board, or any committee designated by the Board, shall review the composition and leadership of committees. The Board shall develop appropriate criteria for balanced committee makeup, which criteria shall include at a minimum – (i) no category of membership having voting control of the committee, (ii) where multiple views on an issue are central to the work of a committee, such views being represented as practicable, and (iii) the avoidance of a perception of conflict by committee leaders.
ARTICLE 6. Meetings and Action of Committees: Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provision of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee.
The time for special meetings of committees may also be fixed by the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provision of these Bylaws.
SECTION 11 - CHAPTERS
- ARTICLE 1. Definition: A chapter is a group of persons who have joined together to support the mission and activities of the Council, which has signed a Chapter Charter prepared by the Council, and which is recognized by the Council.
- ARTICLE 2. Formation: The Board may, at its discretion, create any number of chapters it deems appropriate.
- ARTICLE 3. Chapter Rules: The bylaws, acts, and decisions of all chapters must be in accordance with these Bylaws and with any act of the Board of Directors.
- ARTICLE 4. Policies: The Board of Directors may establish policies and guidelines for chapters and other forms of affiliation.
SECTION 12 - AMENDMENTS
ARTICLE 1. These Bylaws may be amended by two-thirds vote of the Board of Directors. These Bylaws may also be amended by the affirmative vote of a majority of the members, in person or by proxy, at any regular or special meeting of the membership or by electronic ballot, provided that notice of the substance of the proposed amendment has been sent to each member at least thirty working days prior to the date of the regular or special meeting involved or prior to the day the electronic ballot is sent.