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ARTICLE I: NAME
1.01 The name of this
corporation is SAN DIEGO INDIAN AMERICAN SOCIETY, INC;
hereafter called the Society.
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ARTICLE II: PURPOSES
2.01 This corporation
is a nonprofit public benefit corporation and is not organized
for the private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for charitable
purposes.
2.02 The purposes for
which this corporation is formed are:
(a) To recognize
outstanding high school students in the San Diego county area
and to provide scholarships to students in need to further
their educational objectives;
(b) To provide medical and
other type of assistance to needy persons;
(c) To recognize
meritorious service to society by an individual in any field
in India and U.S. and
(d) To contribute to the
furtherance of India - U.S. relations by undertaking
appropriate projects.
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ARTICLE III:
LIMITATION OF PURPOSE
3.01 This corporation
is organized and operated exclusively for charitable purposes
within the meaning of Section 501 (c) (3) of the Internal
Revenue Code.
3.02 Notwithstanding
any other provision of these articles, the corporation shall
not carry on any other activities not permitted to be carried
on (i) by a corporation exempt from Federal income tax under
Section 501 (c) (3) of the Internal Revenue Code or (ii) by a
corporation contributions to which are deductible under
Section 170 (c) (2) of the Internal Revenue Code.
3.03 No substantial
part of the activities of this corporation shall consist of
carrying on propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate or
intervene in any political campaign (including the publishing
or distribution of statements on behalf of any candidate for
public office).
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ARTICLE IV: PROPERTY RIGHTS AND DISSOLUTION
4.01 The property of
this corporation is irrevocably dedicated to charitable
purposes and no part of the net income or assets of this
corporation shall ever inure to the benefit any governor,
officer or member thereof or to the benefit of any private
person.
4.02 Upon the
dissolution or winding up of the corporation, its assets
remaining after payment, or provision for payment, of all
debts and liabilities of this corporation shall be distributed
to a nonprofit fund, foundation or corporation which is
organized and operated exclusively for charitable purposes and
which has established its tax exempt status under Section 501
(c) (3) of the Internal Revenue Code.
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ARTICLE V: MEMBERSHIP
5.01 The classes of
membership within the Society and the rights and obligations
of each in such classes as follows:
(a) Honorary Life Members
shall be persons of outstanding accomplishments for the
benefit of the Society. Honorary Life membership shall be
conferred only by an affirmative vote of five-sixths of those
members present and voting at any regular or special meeting.
Nominations for Honorary Life membership shall be submitted to
the Board of Governors for examination and recommendation at
least one month prior to the meeting at which the vote is to
be taken. Honorary Life members shall have all the rights to
vote, to hold office and to serve on committees.
(b) Life Members shall be
persons who have expressed their commitment to the purposes of
the Society by contributing at least $5000.00 in any one year
to a project sponsored by the Society, or a total of $6000.00
within a period of three consecutive years, or a total of
$7500.00 in any five year period, to project/projects
sponsored by the Society; and shall have the right to vote, to
hold office and serve on committees.
(c) Regular Members shall
be obliged to contribute at least $25.00 per year to a project
sponsored by The Society, and shall have the right, if in
goodstanding, to vote, to hold office and to serve on
committees. Those who contribute at least $500.00 to a project
in any one year will be considered members for a period of
four years from the year in which they contributed a project,
and those who contributed at least $1000.00 in any one year to
a project will be considered members for a period of ten
years.
(d) Associate members
shall include those persons interested in the purposes of the
Society and contribute at least $10.00 a year to a project
sponsored by the Society. They shall not have the right to
make motions, to vote or to hold office, but shall have the
right to take part in discussions, to serve on committees and
to act in an advisory capacity.
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ARTICLE
VI: BOARD OF GOVERNORS
6.01 The Board of
Governors of the Society shall be composed of fifteen members,
at least six of them being Life Members.
6.02 Subject to the
limitation of these Bylaws and the rules of incorporation, the
powers of this corporation shall be exercised, its property
controlled, and its affairs conducted by its Board of
Governors. Any action taken by the Board of Governors shall be
effective as action taken by the Society. However, the members
of the Society, by a two-thirds vote at any regular or special
meeting, may disapprove any action taken by the Board of
Governors and may establish policies for the Board to follow.
The Board of Governors shall elect all officers of the Society
from among members in goodstanding, shall adopt an annual
budget, shall set up orderly procedures to supervise
expenditures, shall schedule meetings, and shall be
responsible for the initiation and coordination of
fund-raising and membership activities. The Board may
establish any committees necessary to carry out the purposes
of the Society.
6.03 Governors shall
not receive compensation for their services as such, but by
resolution of the Board shall be entitled to reimbursement
for actual and necessary expenses incurred in the performance
of duties for the corporation as appropriate.
6.04 The term of office
for each Governor shall be a period of two years commencing
immediately after the Annual Meeting. Each Governor shall
continue to hold office until either resignation or removal or
a successor shall be elected.
6.05 The Board of
Governors shall be composed of members of the Society. No
Governor shall serve more than two consecutive terms as an
elected Governor. A member who has served as elected Governor
and has subsequently been inactive as an elected Governor for
a year, is again eligible for nomination and election as a
Governor.
6.06 Any Governor may
resign at any time by giving written notice to the Board of
Governors, and such resignation shall take effect upon the
date of receipt of such notice or at any later time specified
in the notice, and, the acceptance of such resignation by the
Board shall not be necessary to make it effective. Any
Governor may be removed from office for cause by an
affirmative vote of three-fifths
(3/5) of the Governors then in
office at any regular or special meeting of the Board of
Governors, and the office shall become vacant immediately
following removal for cause.
6.07 Vacancies that
occur between annual elections by reason of resignation or
removal of members of the Board of Governors shall be filled
by majority vote of the remaining Governors, and each Governor
so appointed shall hold office for the remainder of the term
of the Governor who has vacated the office. Such a vacancy in
the Board of Governors shall be filled by a member in the same
category to which the immediate predecessor belonged. If
possible, such vacancy shall be filled by the unsuccessful
nominee in that category receiving the highest vote at the
most recent election.
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ARTICLE
VII: NOMINATIONS AND ELECTIONS
7.01 No earlier than
three months and no later that two months prior to the Annual
Meeting the Nominating Committee shall determine how many
members there are in each category of membership and how many
Governors each category is entitled to have as its
representatives on the Board of Governors and how many
vacancies are to be filled from each category. The Nominating
Committee shall prepare a slate of nominees equal to twice the
number of vacancies to be filled in each category of
membership. The slate shall be submitted to the Recording
Secretary at least forty (40) days prior to the Annual Meeting
to be distributed to all voting members one month prior to the
Annual Meeting. The report of the Nominating Committee shall
be orally presented at the Annual Meeting at which further
nominations may be made from the floor. No nomination shall be
valid unless the proposed candidate has consented to serve if
elected.
7.02 The election of
Governors shall be conducted immediately following the report
of the Nominating Committee at the Annual Meeting. A printed
ballot shall be used with space provided for including
nominations from the floor. Each voting member shall be
entitled to cast a ballot for the requisite number of
candidates to fill the vacancies in each membership category.
Those candidates receiving the highest plurality to the extent
of the number of vacancies to be filled in each category shall
be declared elected following the counting of the ballots. The
tally shall be conducted by the Recording Secretary with the
assistance of the Nominating Committee. In case of a tie vote,
the winner shall be decided by lot.
7.03 Notwithstanding
the procedures set forth in this article, the first Board of
Governors shall be nominated from the floor and elected on a
proportional basis at the first Annual Meeting following the
adoption of these Bylaws and the enrollment of members. Eight
of them will be elected for two year terms and seven for one
year terms.
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ARTICLE VIII: OFFICERS
8.01 The officers of
the Society shall be a President, a Vice
President/Development, a Vice President/Program, a Secretary,
and a Treasurer. These officers shall perform the duties
prescribed by these Bylaws and by the parliamentary authority
adopted by the corporation.
8.02 The officers shall
be elected by the Board of Governors to serve for one year or
until their successors are elected, and their term of office
shall begin at the close of the meeting at which they are
elected. The election of officers shall take place at the
Board of Governors following the annual election of Governors,
such meeting to take place no later than one month following
the Annual Meeting. Officers shall be elected from among the
voting members in good standing and need not be Governors at
the time of their election as officers. If so elected, they
shall be elected from among the voting members in good
standing and need not be Governors at the time of their
election as officers. If so elected, they shall have the same
rights and privileges as governors to make motions, to take
part in debate and to vote in meetings of the Board of
Governors during their terms as officers. No member shall hold
more than one office at a time and no member shall be eligible
to serve more than two consecutive terms in the same office.
8.03 Any officer may
resign at any time by giving written notice to the Board of
Governors and such resignation shall take effect upon the
receipt of such notice and the acceptance of such resignation
shall not be necessary to make it effective. An officer may be
removed from office by a vote of three-fifths (3/5) of all
Governors then in office at any regular of special meeting of
the Board of Governors, and the office shall become vacant
immediately following removal.
8.04 A vacancy in any
office caused for any reason shall be filled by a majority
vote of the Board of Governors. Each officer so appointed
shall hold office for the remainder of the term of the officer
who has vacated the office.
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ARTICLE
IX: COMMITTEES
9.01 The officers shall
constitute the Executive Committee of the corporation with the
authority to act on behalf of the Board of Governors between
meetings of the Board of Governors with all actions of the
Executive Committee subject to review and ratification by the
Board of Governors.
9.02 The Nominating
Committee shall consist of five voting members, two of whom
shall be elected immediately following the Annual Meeting by
the Board of Governors from among those Governors who will not
be subject to election to the Board at the next Annual
Meeting, and three of whom (including the chairperson) shall
be elected following the election of Governors at the Annual
Meeting from among the voting membership present and who shall
not be Governors. Members of the Nominating Committee shall
serve until the next annual election. Vacancies on the
committee shall be filled by majority vote of the Board of
Governors with the successor meeting the same criteria as the
member who has vacated the committee.
9.03 Such other
committees, standing or special, shall be appointed by the
President as the corporation or the Board of Governors shall
from time to time deem necessary to carry on the work of the
organization. The President shall be an ex-officio member of
all committees, standing and special, except the Nominating
Committee.
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ARTICLE
X: MEETINGS
10.01 There shall be an
Annual Meeting of the corporation between November 15 and
December 15, the exact date, time and place to be determined
by the Board of Governors. Any business may be transacted at
the Annual Meeting in addition to the agenda established by
the Board of Governors.
10.02 The organization
may vote to establish regular meetings which shall be held
periodically or on stated days over a given period. Any
business may be transacted at such meetings without specific
reference in the notice of the meeting.
10.03 Special meetings
of the corporation can be called by the President or by a
majority vote of the Board of Governors and shall be called
upon the written request signed by ten percent (10%) of the
members. Only such business as stated in the notice of the
meeting, and directly related matters, shall be transacted at
special meetings.
10.04 The Board of
Governors shall meet at least twice a year, time and place to
be determined by the Board of Governors in the Standing Rules.
Special meetings of the Board of Governors may be called by
the President or by a majority vote of the Board of Governors.
10.05 Notice of all
meetings of the voting members shall be given to the members
in writing at least ten (10) days before such meetings.
10.06 For all meetings
of the membership, the members present shall constitute a
quorum. For all meetings of the Board of Governors, a majority
of the Governors then in office shall constitute a quorum. For
all meetings of the Executive Committee, a majority of the
officers then in office shall constitute a quorum.
10.07 The President
shall chair all meetings of the Society, its Board of
Governors, and its Executive Committee. In the absence or
refusal to act of the President, any officer or governor may
call the meeting to order and the first order of business
shall be to elect a chairperson pro-tem to preside during that
session.
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ARTICLE XI:
PARLIAMENTARY AUTHORITY
11.01 The rules
contained in the current edition of Robert's Rules of Order
Newly Revised shall govern the corporation in all cases to
which they are applicable and in which they are not
inconsistent with these Bylaws and any Special Rules of Order
that the organization may adopt.
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ARTICLE
XII: AMENDMENT OF BYLAWS
12.01 Amendments may be
proposed by any voting member of the corporation or by the
Board of Governors, provided that such proposed changes are
submitted in writing to each voting member at least ten (10)
days before the meeting at which such proposed changes shall
be considered. Amendments proposed and considered at such a
duly notified meeting shall be adopted if approved by a (2/3)
vote of those present and voting.
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