ARTICLE I: ADDRESS
The address of the Association will be the address of the current President of the Association, unless otherwise notified or as the business of the Corporation may require from time to time.
ARTICLE II: PURPOSE
This corporation is organized exclusively for literary & educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The purpose of this corporation is: - To foster the ethnic Bengali literary culture through theater, by producing and disseminating such literary works primarily through (online) publications and (stage) performances. - To experiment and learn together, in a structured manner, the art of stage acting and production, with special focus on workshops for educating this intricate form of art. - To collaborate, for such purposes, with other exempt organizations under section 501(c)(3) of the Internal Revenue Code.
ARTICLE III: MEMBERSHIP
Any person interested in Bengali Culture and Heritage and of 18 years of age and above irrespective of cast, color, creed, race or any national origin, can join the Association. Membership must be renewed annually through the payment of annual dues. . . The amount of annual dues would be prorated based on the number of events remaining in the calendar year. All members shall agree to comply with the Constitution and By-Laws of the association. There would be 2 kinds of membership Family - A family is assumed to consist of a husband, a wife and dependent children and hence is entitled to two (2) votes in the matter of the Association. Single (with or without minor dependents) – A single member is assumed to consist of an adult over 18 years of age and may or may not have dependents and hence is entitled of one (1) vote in the matter of the association.
ARTICLE IV: EXECUTIVE COMMITTEE
The Executive Committee, hereinafter called the Committee shall be responsible to fulfill and promote the Mission and Objectives of the Association. It will be the responsibility of the Committee to raise enough funds through collection of membership payment dues, conducting fund raising events, collecting funds from corporate & individual sponsors, and by other means as legally allowed for a non-profit charitable organization, to meet the annual expenses. The General Body shall elect the President, the Vice-President, the Secretary, and the Treasurer and up to 10 general members of the Executive Committee of Bhindeshi at the annual General Body meeting. All candidates for the election must be members in good standing. No Executive Committee member may serve in the committee for more than three consecutive years. An Office bearer may not continue in the same position for more than two consecutive years. To be elected for the offices of the President, the Vice-President, the Secretary, and the Treasurer, a member of good standing must have served as a member of the Executive Committee in some capacity for at least one year since the registration of Bhindeshi as a non-profit organization in 2016. The Executive Committee shall meet no less than four times a year. Any member of the committee who absents himself/herself from two consecutive meetings without informing the Secretary of the reasons of his/her absence shall not be considered as a committee member in good standing. The Executive Committee shall carryout the policies and programs formulated for the Association. The Executive Committee shall prepare an annual budget each year. The Executive Committee, within the approved budget, is authorized to give donations, grants, aids etc. for educational, social, medical and humanitarian purposes. All the decisions in the meetings of the Executive Committee shall require a majority vote of the committee members present and voting. The Executive Committee shall appoint a new member for the remaining term in case a vacancy occurs. The outgoing Committee shall hand over all documents, funds and inventories to the newly formed Committee at a joint meeting of the two committees. The Federal EIN would be associated with the responsible Executive Committee member of the incoming committee for the specific term wherein they would remain in charge and it would be his/her responsibility to file necessary returns as appropriate to the IRS.
ARTICLE V: DUTIES OF THE OFFICERS
President: The president of the Executive Committee shall serve as the Chief Executive Officer of Bhindeshi. He/ She shall convene, conduct and preside over the meeting of the General Body and of the Executive Committee. It shall be his/her duty to see that all orders and resolutions of the Executive Committee are carried out effectively to the best of his/her ability. When the Executive Committee is not in session, the President shall have the general control over the management of the activities of Bhindeshi. The President before the end of his/her term shall submit a report approved by the Executive Committee, to the General Body on the operation of Bhindeshi for that year. The President shall report periodically to the Executive Committee all matters of interest. President shall select an Election Officer to conduct the election of the new Executive Committee. Every year the new elected President will be the responsible party for the EIN and will have to tag his/her SSN with the EIN of Bhindeshi by submitting request to IRS within one(1) month of his/her election. Vice-President: The Vice-President shall assist the President in implementing polices and decisions. In case of absence of President for Executive Committee or General Body meeting, he/ she will preside over the meeting and in general take over the responsibility of the President and nominate another member of the Executive Committee to act as Vice-President during the absence of the President. Secretary: The Secretary shall keep records of the minutes of the Executive Committee and General Body meetings and prepare the agenda for the meetings, and the progress report in consultation with the President. He/ She shall keep the members informed about the activities of the Association. All correspondence to the members of the Association shall have the signature of the Secretary or the President. In addition, he/ she shall perform other duties as delegated to him/ her by the President. Treasurer: The Treasurer shall collect the dues, keep accounts of all the receipts and expenses and deposit funds received in the name of the Association. He/ She shall keep a full and accurate account of the receipts and expenditure and make disbursement in accordance with the approved budget as authorized by the Executive Committee. The bank account(s) shall be joint accounts in the name of the Treasurer, President and the Secretary (to be discussed). He/ She must deposit the money received in the bank account of the Association within two weeks of its receipt. The Treasurer shall sign all checks and make payments in the name of the Association. All checks for payments over $500 (five hundred) shall be co-signed by another authorized office bearer. Excess payment over $200 (two hundred) or 10% of the approved budget for an item, whichever is larger must be approved by the Committee. If the office of President, Vice-President, Secretary or the Treasurer becomes vacant; the Executive Committee shall appoint one of its members to the vacant position for the remaining term of the Executive Committee. All officers shall deliver to their successor all official materials within two weeks of election on joint meeting of the incoming and outgoing Executive Committee. Fiscal responsibility shall be shown by the Executive Committee in so far as not reducing the surpluses handed to them when they take office. If the surplus amount is reduced by more than 10% (ten percent) at the end of the year and not approved by the General Body of the Association within the tenure of the Executive Committee, the office bearers of the Executive Committee shall render them ineligible to contest for office for the next three (3) years. (All numbers need to be discussed)
ARTICLE VI: ELECTIONS AND GENERAL BODY
An annual meeting of the General Body shall be held on the date and place decided by the Executive Committee to conduct the following business before the end of the business year to review the following: - Progress Report by the President - Financial statement by the Treasurer - Election of the Committee members - Any old business - Any new business - Election of the Committee Members - All nominations shall be filed and confirmed with the Secretary of the Association at least seven (7) days before the election date. - All elections shall be by majority vote of the members present in the meeting and voting. Only members in good standing for at least thirty (30) days prior to the election date will be eligible to vote. - The President or his/her nominee shall act as an Election Officer to conduct the election. All disputes shall be resolved by the Election office. - In case of nominations not sufficient in numbers, the current Executive Committee will nominate new members from the general body for the selection at the general meeting. - The proposal(s) for inclusion of additional items on the Agenda of the General Body Meeting shall require endorsement of at least twenty (20) members. - At least fifteen (15) days’ notice indicating the date, time, place and the agenda of the meeting shall be given to the members. - In special cases, the Secretary, in consultation with the President, may call a short notice meeting of the General Body to discuss important issues. - If twenty (20) or more members send a written request for convening a special meeting of the General Body, specifying the issues/questions to be discussed, the Secretary shall comply with the request within a period of thirty (30) days. - All general body meetings shall be presided by the President or his/her nominee. (All numbers need to be discussed)
ARTICLE VII: BUDGET AND FINANCE
The financial year of the Association shall begin on January 1st and end on December 31st. A yearly financial summary report shall be presented to the members at the General Body meeting. Audit reports shall be available by April 30th of the next year for examination by any member in good standing. Annual plans and budget shall be prepared and approved by the Committee and the Treasurer, respectively by no later than February 28th. The plans and the budget shall include events planned for January and February of the next year. The Committee shall maintain, store and archive all financial records of the Association. Up-to-date records and registers of the Association shall be handed over to the next Committee at its first meeting. Audit: The Committee may appoint a Certified Public Accountant or nominate an Audit Team from within the membership as per the IRS regulations. The Committee shall make all the books and records available to the Audit Team or the Certified Public Accountant and shall submit an audit report once a year.
ARTICLE VIII: CHECKS AND BALANCE
A No-Confidence resolution can be moved against the member(s) of the Committee provided such a resolution is presented with the written endorsement of at least X members in good standing and is discussed in the General Body meeting to be called within thirty (30) days of such a notice. Such a resolution shall require for its passage, the support of 2/3 majority of the members present and voting. The Association has the right to remove from its membership any individual whose activities are considered detrimental to the interest of the Association. Such expulsions shall be discussed in the General Body meeting to be called within thirty (30) days of such a notice. Such a resolution shall require for its passage, the support of 2/3 majority of the members present and voting. The appropriate procedures, affording full opportunity to the individual(s) concerned to be heard, shall be followed. The Committee may censure one of its own members with 2/3 rd. majority of the Committee members present and voting. If the matter cannot be resolved in the Committee meeting, the Committee shall call a General Body meeting to resolve the matter.
ARTICLE IX: CONFLICT OF INTEREST
Definitions Interested Person - Any office holder or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, 2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Procedures 1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest 3A. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 3B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3C. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 3D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflicts of Interest Policy 4A.If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 4B. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE X: GENERAL
Assets and liabilities of the Association shall be administered by the Committee. No Committee member shall be personally responsible for any liability (ies) of the Association, if incurred in the best interest of the Association. Voting: All the general matters unless otherwise specified, shall be adopted by a simple majority. The presiding officers in all organs of the Association shall have the right to exercise an additional vote to break a tie, if necessary. Quorum: The quorum for the Committee meetings shall be fifty percent (50%). For the General Body meetings, the quorum shall be ten percent (10%) of the total voting members. In any meeting if the quorum is not met, the presiding officer shall adjourn the meeting and schedule the meeting within two weeks thereafter. The next meeting shall not require any quorum. Meetings: The General Body meeting shall be held at least once a year to appraise the members of the progress and problems of the Association. Certain cases and situation may arise, regarding which specific provisions do not exists in this text. Such cases and situations shall be dealt with in accordance with generally accepted democratic principles. Dissolution: The Association may be dissolved with the approval of a majority of the general membership. The committee shall be responsible for the actions necessary to accomplish this. The dissolution process would adhere to the guidelines specified in the Article of Incorporation.