Article I: Langakali ‘o e Vai ko Puna - Tongan Heritage Services

The principal office of this organization shall be located at 17 Wilms Avenue, South San Francisco, CA 94080 or such other place as the Board of Directors may from time to time designate. The organization may also be referred to as “Tongan Heritage Services” or “Langakali” for convenience and brevity.

Article II: Purpose

Section 1: Mission

"Langakali o e Vai ko Puna - Tongan Heritage Services is a nonprofit organization dedicated to preserving Tongan cultural heritage through traditional dance, music, and art, while providing a pathway for disadvantaged youth and families to access education, athletic opportunities, economic empowerment, and cultural enrichment opportunities, ultimately helping to develop and strengthen communities both in the United States and in Tonga."

Section 2: Purpose

The purpose of this organization is to:

  1. Preserve and promote Tongan performing arts, language, crafts, customs and traditions

  2. Support the educational, athletic, economic and social development of the Tongan community.

  3. Provide resources and support services to promote the health, well-being, and resilience of the Tongan community.

Article III: Membership

"Langakali o e Vai ko Puna - Tongan Heritage Services invites individuals from all backgrounds to join our community. Our membership is open to anyone who shares our passion for preserving Tongan culture and supporting our community. By joining, you'll stay informed about our events, programs, and initiatives, and have opportunities to get involved and make a difference."

Articles IV: Governance

Section 1: Board of Directors -

The organization shall be managed by a Chief Executive Officer (CEO) and a Board of Directors, who shall be responsible for overseeing the organization's operations, finances, and strategic direction.

Composition: 3-11 members, including:

  • President - Secretary-Treasurer - At-large members (recommended by the CEO)

  • Term limits: 4 years minimum with staggered for continuity until retired or resigned.

Section 2: Powers and Structure

The nonprofit has the powers allowed by law. The Board of Directors manages the organization. Three to eleven directors serve on the Board, with no more than 40% having a financial interest or family relationship.

Section 3: Terms and Elections

  • Directors serve 4-year terms, with staggered terms.

  • The Board fills vacancies, and directors can be removed with cause by the Board's & CEO’s approval

Section 4: Meetings and Decision-Making

  • A quorum requires two-thirds of the directors present.

  • Meetings can be in-person, via phone, email, or video.

  • Actions can be taken by the CEO without a meeting if all directors consent.

Section 5: Standards and Liability

  • Directors must act in good faith and with care.

  • Liability is limited to directors who act according to these standards.

Section 6: Inspection and Compensation

  • The Board can inspect corporate records and properties and authorize reasonable fees and expenses for directors.

Article V: Finances

This section outlines the financial management and governance of the organization.

  • Fiscal Year - The organization's fiscal year runs from January 1 to December 31. - This defines the annual accounting and reporting period.

  • Budgeting - The Board prepares and approves an annual budget. - The budget outlines projected income and expenses, ensuring responsible financial management.

  • Accounting - The organization maintains transparent and accurate financial records. - Annual audits ensure accountability and compliance with financial regulations.

  • Revenue Sources - Entry Fees: Collected from participants in competitions and festivals. - Sponsorships: Secured from partners and supporters. -

  • Donations: Received from individuals and organizations.

  • Fundraiser Events Financial Governance - The Board oversees financial management and ensures compliance with laws and regulations. - Financial reports are presented at Board meetings and annual general meetings. -All finances must be approved by the Board of Directors

Articles VI: Amendments

This section outlines the process for changing the organization's bylaws.

It ensures that any changes are carefully considered and approved by the board.

  • Step 1: Proposal - Any director or member can amend the bylaws. - The proposal should be in writing and clearly state the suggested change.

  • Step 2: Review and Notice—The Board reviews the proposed amendment. The proposal is then mailed, emailed, or presented at a meeting to all members.

  • Step 3: Voting—The Board votes on the proposed amendment at a meeting. A majority vote (e.g., 51% of votes cast) is required for approval.

  • Step 4: Board Approval—The Board must approve the amendment. The Board has the final say.

  • Step 5: Effective Date - The amendment takes effect on Jan 1st or upon approval. - The effective date should be clearly stated in the amendment.

Articles VII: Dissolution

1. Board of Directors: The Board can't vote to dissolve the organization without the CEO's and the Patron’s approval following the procedures outlined in the bylaws or governing documents.

2. Court order: A court can order the dissolution of an organization due to: - Violation of laws or regulations - Failure to comply with legal requirements - Insolvency or bankruptcy - Other legal grounds

3. The organization's bylaws or governing documents do not establish term limits for the CEO position.

4. Veto power: The CEO has significant influence or control over the Board, making it challenging to remove them. External factors, such as changes in market conditions, stakeholder pressure, or regulatory requirements, can lead to a CEO's departure or removal.

5. Upon dissolution, all assets will be donated to a public non-profit organization.

Articles VIII: Patron

The organization shall ensure that the Royal Patron is properly recognized and respected in all its activities and communications."

Article VIIII: Donation Allocation Plan

  • Operating Funds: 100% supporting general expenses and administration unless the donor specified where to place a donation.

  • Default Allocation: - If a donation is not specified for a particular category, it will be allocated to the category defined by the donor (if any).

  • Specific Donations: - Donations specified for a certain category will be allocated 100% to that category.

Langakali’s By Laws