Articles of Association

Be it known that we, the subscribers, do hereby associate ourselves as an unincorporated association without capital stock and the following are our Articles of Association:

Article 1:

The name of our unincorporated association shall be National Center for Khmer Ceramics Revival. Our unincorporated association commenced its existence as National Center for Khmer Ceramics Revival, when its Articles of Association were approved by the Board of Governors. The affairs of the unincorporated association are governed by a Board of Governors comprised of concerned individuals who have an interest, either academic or lay, in the cultural heritage and/or sustain of Southeast Asia and/or in ceramics art.

Article 2:

The purposes for which our unincorporated association is formed are the following:

The vocational training of all ceramics technologies; the development of rural workshop aiming to train the more disadvantaged peoples; the research about the roots of Khmer Ceramics; The promotion and the vulgarization of Khmers Ceramics; the development of the Khmer Contemporary Ceramics Art; the research about new technologies in ceramics having an interest for Khmers potters; the facilitation of access for Khmers potters to raw material; the facilitation of access for Khmers potters to books on ceramics; the facilitation of access for Khmers potters to export market; the organization of events to facilitate the transmission of the knowledge; the struggle against illicit trade of Khmers Antiques Ceramics; the general protection of the Khmer Ceramics patrimony and the printing and publishing of documents, internet resources and pamphlets necessary or incidental to any of the above purposes.

Article 3:

The principal office of the association is at Phum Thnorl, Khum Sror Ngea, Siem Reap, Cambodia.

 Article 4:

The affairs of the unincorporated association shall be governed by a Board consisting of eight Governors. The Governors shall be appointed for terms of five years initially by joint consent. For the first five years of the association’s existence Governors shall be selected by and appointed by common assent of the forming members of the association. The Board shall meet once a year, providing funds are available, at times and places as provided in the By-Laws. Special meetings of the Board shall be called by the Director upon written request of a least one-half of the membership of the Board as then constituted.

Article 5:

During the intervals between meetings of the Board of Governors, the affairs of the association shall be administered by the Director.

Article 6:

A vacancy in the Board of Governors shall be deemed to occur upon the death, resignation, recall, or refusal to act of any Governor. Upon the occurrence of such vacancy, the Director shall proclaim it and thereafter the appointment of a new Governor shall be undertaken. The new appointment will be agreed upon by the remaining members of the Board of Governors.

Article 7:

The officers of the unincorporated association shall be a Director, an Assistant-Director, a Secretary and a Treasurer, who shall be elected by a majority of the Governors. The Director and Assistant-Director shall be compensated at rates agreeable to them and the Board of Governors. The positions of Secretary and Treasurer shall be created when the association is in such a position to appoint individuals to these posts. Until such time the responsibilities of these posts shall devolve to the Director and Assistant-Director.

Article 8:

These articles may be amended by a three-fourths vote of all Governors, or, provided due notice of the proposed amendment shall have been sent to each Governor at least thirty days in advance, by a two-thirds vote of all Governors. The Board of Governors may from time to time adopt By-Laws not inconsistent with the Articles and applicable statutes. By-Laws may be amended by a three-fourths vote of all Governors, or, provided due notice of the proposed amendment shall have been sent to each Governor at least thirty days in advance, by a two-thirds vote of all Governors.

Article 9:

No person shall be eligible for the office of Director, Assistant Director, who does not hold a higher degree in the humanities. No person shall be eligible for, or hold, the office of Director, Assistant Director, whose business connections are of such nature that he could gain financially through the shaping of the affairs of the unincorporated association by the Board, or by the improper exploitation of his office for the furtherance of his own aims or those of his employer. The primary test of eligibility under this Article shall be the freedom from commercial or governmental connections of such nature that his/her influence in the affairs of the association could be used for his/her private benefit.

Article 10:

No substantial part of the activities of our association shall be the carrying on of political propaganda and our association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, our association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of our association.

Article 11:

Upon the dissolution of our association, the Board of Governors shall, after paying or making provision for the payment of all of the liabilities of our association, dispose of all of the assets of our association exclusively for the purposes of our association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Governors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of our association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated for such purposes.

BYLAWS

General Provisions as to Officers and Governors

1. Every officer, director and assistant director of the association shall serve and continue in office until his successor shall have been selected and qualified. These positions may be resigned only after 3 months notice has been given to the board of governors. The board, provided three fourths are in agreement, may terminate officers in the event of gross misconduct or dereliction.

2. All Governors shall serve without compensation in any form. This shall not preclude the reimbursement, and the association shall reimburse the reasonable and necessary traveling expenses of officers and Governors from their homes to the place of meeting of the Board of Governors or of the Executive Committee and return to their homes. This section shall not be construed to prevent the employment for agreed compensation, of the Director, Secretary, the Treasurer, and any Assistant-Director.

3. The members of the Board of Governors shall comprise academics, scholars and interested lay persons who will promote and support the principles of the unincorporated association.

4. The Director, the Assistant Director, and the Treasurer shall possess all of the rights and duties of Governors save the right to vote and the right to participate in the call of a special meeting of the Board, as referred to in Article 4 of the Articles of Association, provided, however, that the Director shall be required to cast a vote on any matter as to which a tie is found to exist.

5. Each Governor shall keep himself informed as to conditions and activities and as to the needs and desires of the members therein in order that he may faithfully and intelligently represent the true interests of such members. He shall attend all meetings of the Board.

6. The Semi-Annual Meeting of the Board of Governors shall be held in one of the capital cities of Southeast Asia, beginning on the 3rd Friday of January. The places of the meetings shall be designated by the Director and notified by the Secretary. The times and places of the meetings may be changed provided that specific provision is made therefore by (1) majority vote of the Governors at the next preceding Semi-Annual Meeting, or (2) majority vote of the Governors by mail initiated by the Executive Committee or on petition of at least five Governors, such mail vote to be taken at least 60 days previous to the date proposed for the meeting.

7. Special meetings of the Board of Governors may consider or act upon only those matters which are set out in the request provided for in Article 4 of the Articles of Association. The call for any such meeting shall specify the matters to be considered.

8. A majority of the members of the Board of Governors or of any committee shall constitute a quorum at any meeting of the Board or Committee. Articles 8 and 9 nevertheless shall be applicable to the election of officers and amendment of any Article or By-Law.

9. Prior to any regular meeting of the Board of Governors, the Director, upon consideration of the reports of the officers and Governors, shall establish an agenda for the meeting. Proposals for amendment of the agenda or for the deletion or addition of items shall be the first order of business.

10. On questions of order and procedure not otherwise determined by these By-Laws the provisions of the current edition of Robert's Rules of Order shall prevail.

Officers

11. A Chairperson shall preside over all meetings of the Board of Governors. Any vacancy occurring from time to time by death, resignation or incapacity of any Chairperson may be filled by appointment made by the remaining members of the Board of Governors, for the balance of the original term of such member.

12. In the absence or disability of the President, the Vice President shall preside at meetings of the Board of Governors and in general act in his stead.

13. The Secretary shall record the proceedings of all meetings of the Board and of the Executive Committee or in his absence the Assistant-Director shall undertake this task. He shall promptly furnish copies of the minutes of these meetings to all officers and members of the Board and make them available to members. He shall be responsible for the maintenance of the unincorporated association status of The National Center for Khmer Ceramics Revival and the filing of all reports and certificates which may be required of the association under the various applicable laws. He shall be the archivist of the association and for the performance of his duties may call upon the Chairperson for such clerical and stenographic assistance as he may require.

14. The Treasurer, upon consultation with and subject to the general supervision of the Administration and Finance Committee, shall provide for the management of any funds of the association. Until such time as a Treasurer is appointed these task shall fall upon the Director of the association. He shall make a report at all regular meetings of the Board of Governors and shall attend meetings of the Board. He shall serve as a member of the Administration and Finance Committee. He and the Director alone shall have the authority to sign checks and other legal documents on behalf of the association as required in his role as manager of the association’s financial activities. He shall furnish a bond satisfactory to the Board, the expenses of such bond to be borne by the association.

15. The Director shall, subject to instructions from the Board of Governors and represent the association in its relationships with the public and the various governments, governmental agencies and officials with which the association may be concerned, and shall be the official spokesman of the Board of Governors in regard to all matters of association policy.

Executive Committee

16. Pursuant to Article 6, the Chairperson is assigned specific responsibility for:

Monitoring progress of Board actions and recommendations in order to see that they are expeditiously accomplished.
Monitoring expenditures for legal assistance.
Providing assistance to the staff and general counsel in connection with Board recommendations for petitions to governmental and non-governmental agencies.
Evaluating for the Board proposed rules and regulatory changes.
Reviewing periodically the Articles of Association and By-Laws and recommending to the Board of Governors any changes.
Monitoring progress on the implementation of The National Center for Khmer Ceramics Revival’s Mission Statement.

Official Publication

17. There shall, when circumstances and funding allows, be an official publication produced by the association, in the form of a bulletin, the name of which shall be decided by the Board of Governors or Officers of the association. A copy of this bulletin, either in electronic or printed form, shall be supplied when circumstances demand to every member of the association in good standing. The general management of this journal shall be in the hands of the Assistant Director. The policy of the journal shall be determined by the Board of Governors.

18. There shall be an official National Center for Khmer Ceramics Revival internet web site maintained by the association. The general management of this official National Center for Khmer Ceramics Revival internet web site shall be in the hands of the Assistant Director. The policy of the official National Center for Khmer Ceramics Revival internet web site shall be determined by the Board of Governors.

References

19. Without changing their import, the Secretary may from time to time, on notice to the members of the Board of Governors, renumber these By-Laws so as to serve the purpose of ready reference. Any references in these By-Laws to words "he, his, or him" is understood to mean "he/she, his/her, and himself/herself." References in these By-Laws to Articles shall be corrected, when necessary, by the Secretary to conform to renumbered Articles.

ETHICS

The National Center for Khmer Ceramics Revival will use all its energy to be helpful for Khmers potters and trainees. All sales performed by the National Center for Khmer Ceramics aiming its self sustaining. All investments apart the self sustaining of the National Center for Khmer Ceramics will profit directly or indirectly to Khmers potters and trainees. As much as possible, sustains for Khmers potters will be totally free of charge or at most charge will never exceed the cost price for the National Center for Khmer Ceramics Revival. The National Center for Khmer Ceramics Revival is also a place dedicated to artistic expression. The staff and visitors can, with accord of the director, use the raw materials and infrastructures to express themselves in oeuvres. However those oeuvres will always stay the property of the National Center for Khmer Ceramics Revival. Following its policy of struggle against illicit trade of Khmer Antiques Ceramics, the National Center for Khmer Ceramics Revival is absolutely not allowed to buy any original Antique pieces from any countries.

The Board of Governors for the Association named National Center for Khmer Ceramics Revival hereby adopt these articles of association and by-laws as of November 15, 2006.