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By Laws
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A.1. Principles of Existence
A.1 The name of the association shall be IFNE – Indian Friends of New England Incorporated, herein after referred to as IFNE-Inc. A.1.1 IFNE-Inc., shall be primarily a cultural, social, educational and charitable organization. A.1.2 The purpose of IFNE-Inc., is to provide enrichment program to encourage kids on social behavior and connections among Indian communities. We seek to provide a forum for Indian community, primarily around New England region. A.1.3 IFNE-Inc., shall be non-political and non-sectarian. It shall not subscribe to any one religion and shall not discriminate against any person because of his/her religious beliefs or ethnic background. A.1.4 IFNE-Inc., shall serve the Local, Tamil and Indian community in New England area and also in the region of Tamil Nadu, India. A.1.5 IFNE-Inc., shall be charitable and non-profit as defined under section 501-C. Its income shall be derived from the membership dues, from charitable donations and grants from members, corporations and other revenue generating functions/fund raising events. A.1.6 The organizational structure of IFNE-Inc., shall consist of three elements (1) Active Members (2) Duly elected Board of Directors and (3) various elected or appointed Executive committees members. Each organizational element shall enjoy specific rights and shall discharge its responsibilities in accordance with this Constitution and Bylaws of IFNE-Inc. A.1.7 IFNE-Inc., shall exist in accordance with the principles outlined in this Article and the provisions of this Constitution, and additional provisions in the Bylaws of IFNE-Inc., created in accordance with the spirit and letter of this constitution. Purpose A.2.Membership A.2.1. The membership of IFNE-Inc., shall be open to all persons of legal residence in USA, 18 years or older, who believe in IFNE-Inc’s., mission and purpose and are willing to abide by its Constitution and Bylaws. o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o A.2.2 Persons who have criminal records are not eligible for any membership. A.2.3 All eligible executive members shall have voting rights. A.2.4 Individual members shall have only one vote and the family-voting members shall have two independent votes. A.2.5 All voting members of good standing with three years of voting membership shall have the right to be nominated for election to the Board A.2.6 Board of directors and Executive Committee members are life time members of IFNE-Inc., and will pay the life time member fee at time of invocation to the office. A.2.7 The membership shall be classified as Single, Family, Student or affiliate. The family membership consists of husband and/or wife and includes children. One must be a full time student and working towards a degree/diploma to qualify for student membership. Persons who are not residing in the New England Region are but are interested in supporting the activities of IFNE-Inc., may be considered for affiliate membership, which shall be non-voting. A2.8 A member in good standing shall be one without arrears at the time of participating in any activity of the IFNE-Inc., A.3.General Body A.3.1.The General Body of IFNE-Inc., shall consist of all current active members including Executive committee. Active Members are defined as members of IFNE-Inc., who are currently paying their dues and in good standing for the current year. A.3.2.The General Body have the power to make specific recommendations to the Board of Directors. It shall have the power to change the provisions of IFNE-Inc., Constitution and Bylaws, and the power to dissolve IFNE-Inc., as an entire organization. The General Body shall exercise these powers according to the procedures outlined in this Constitution. A.3.3.The Annual General Body Meeting of IFNE-Inc., shall be held during the month of February each year or any date decided by the board and Executive committee. The business carried out at the Annual General Body Meeting shall include the election of members of the Board of Directors, Executive committee members, receive and review the annual reports of IFNE-Inc’s., activities, financial status and any other matter related to IFNE-Inc., as deemed necessary. A.3.4.If extenuating circumstances prevent holding of the Annual General Body meeting in February, then by approval of the Board of Directors, it may be postponed by no o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o more than 60 days but must be held any time there after but no later than end of April of the same year. The date of postponement shall be announced in January. A.3.5.A special General Body Meeting to discuss any special agenda may be called by a majority vote of the Board of Directors and Executive Committee members, or by a written petition signed by at least 1/3rd of all current dues-paying members of IFNE- Inc., or 1/3rd of Executive committee members. When such petition comes from general membership, the petitioners must present a convincing argument why such special meeting is necessary and why such matter could not wait for the annual meeting of IFNE-Inc.,. In any event, the decision to call a special meeting when petitioned by general members must receive the majority approval of the Board of Directors. The President of Board of Directors shall call the special General Body meeting within four weeks from the date such request is approved. A.3.6.The quorum of the General Body Meeting shall be 1/3rd of the active members, physically present at the meeting. A simple majority vote of all present in the meeting shall be used for passage of all resolutions except those specified explicitly. A.3.7.If a General Body Meeting fails to achieve the quorum then any resolution/s that are deemed essential for the normal and routine functioning of IFNE-Inc., may be approved by a majority vote of all present in the meeting and with a subsequent approval by majority vote of the members of the Board. A.3.8.Amendments to Constitution and Bylaws, where appropriate, may be proposed, by the Board of Directors or by the members of IFNE-Inc., when at least 25 members of IFNE-Inc., petition for such amendments in writing. For voting rights and petitions are defined by bylaws. All such requests for amendments must be presented to the Board of Directors. Only Board approved amendments shall be presented to the General Body. The notice to amendments must be given to all members at least 15 days prior to the General Body Meeting. A.3.9.The motions to amend the Constitution or Bylaws of IFNE-Inc., shall require >50% vote of the members present at the meeting. A.3.10.The motion to recall or dissolve the Board of Directors or the Board of Trustee shall require an affirmative vote of 2/3 of all the voting members present at the meeting. Management A.4.Board of Directors o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o The affairs of the IFNE-Inc., shall be managed by a “Board of Directors”. The number of members in the Board of Directors shall not exceed 10. The Board of Directors shall consist of (a) the Officers, (b) the immediate Past President The Officers of the IFNE-Inc., shall be: (1) The President (2) The Vice-President (3) The Secretary (4) The Joint-Secretary (5) The Treasurer (6) Director – Events co-ordination (7) Director – Public Relations (8) Director – IT and Technology support A.4.2 Executive Committee Executive committee members are elected or selected members of IFNE-Inc., They are direct advisory board to the IFNE-Inc., Executive committee members owns, leads and runs specific projects/Tasks of IFNE-Inc., under the guidance of Board of Directors. Number of positions of Executive committee members will be decided by the board as required. The President, Vice President, Secretary, Joint Secretary, Treasurer, and Board of Directors shall be elected by the Executive committee of the IFNE-Inc., A.4.3: Term of Office Officers shall be elected for a term of two years, by the General Body, and they shall hold office until the induction of new officers. The Officers shall not be eligible to serve two consecutive terms for the same category of office. A.4.4: Vacancies o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o In the event of a vacancy in the Office of the President, the Vice-president shall automatically succeed to that office. In the event of any other vacancy among the officers and/or directors, the Board of Directors shall, within thirty days, appoint a successor from the General Body to that Office and he/she shall serve for the reminder of the term. A.4.5: Board Membership Any Board member who fails to attend two consecutive board meetings may be replaced at the discretion of the Board of Directors. A.4.3.The President of IFNE-Inc., shall be the Chair of the Board of Directors. The Board of Directors members shall be jointly and individually responsible for the successful and orderly conduct of IFNE-Inc., activities and programs. A.4.4. The Board of Directors shall have the authority to appoint and dissolve standing committees, sub-committees and ad-hoc committees to help it carrying out variety of tasks, functions and initiatives of IFNE-Inc., The Board of Directors shall also have the power to dissolve or re-constitute such committees partially or entirely. A.5 Duties of the Officers A.5.1: President The President shall 1. Preside all the meetings of the IFNE-Inc., and of the Board of Directors. 2. Enforce the provisions of the Articles of Incorporation, the Bylaws, and the rules and regulations of the IFNE-Inc.,. 3. Call for special meetings of the IFNE-Inc., as per the Bylaws. 4. Call for special meetings of the Board of Directors. 5. Appoint special committees to assist him in the execution of his duties. 6. Exercise all other functions as the Chief Executive of the IFNE-Inc., A.5.2 Vice-President o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o 1. The Vice-President in consultation with the President shall devise activities to increase the membership of the IFNE-Inc., and shall be a liaison officer between IFNE-Inc., and outside world. It is his/her responsibility to: 2. Maintain an accurate roll of members in each class of membership. 3. Maintain a current record of each member's mailing address as provided by the members. 4. Be prepared at each meeting of the IFNE-Inc., or the Board of Directors to report, in collaboration with the Treasurer, on the good standing and membership class of each member. 5. The Vice-President is in charge of projects/events. He/She shall interact with the board of directors and committees of the events to conduct them successfully. He/She shall supervise all projects so that they are not contradictory to the purpose of the IFNE-Inc., A.5.3: Secretary The Secretary shall: 1. Keep minutes of each meeting of the IFNE-Inc., and of the Board of Directors. 2. Maintain the records of the IFNE-Inc., 3. Provide for the safekeeping of the corporate seal, if any. 4. Notify each member of the meeting of the IFNE-Inc., as required by the Constitution and the Bylaws. 5. Notify each member of the Board of Directors of regular and special meetings as required by the Constitution and By Laws 6. Carry on the general correspondence and activities of the IFNE-Inc., A.5.4: Joint-Secretary The Joint-Secretary shall assist the Secretary in the discharge of the latter's duties. A.5.5: Treasurer The Treasurer, in collaboration with the Secretary, shall: o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o 1. Collect all moneys due to the IFNE-Inc., 2. Deposit all moneys received in a bank or a trust company approved by the Board of Directors 3. Pay all taxes, interest, and amortization on debt owed by the IFNE-Inc., in the order mentioned. 4. Pay all bills contracted by the IFNE-Inc., or its authorized representative, except that disbursements in excess of the limit for contingent expenses require ratification by the Board of Directors. 5. Make other disbursements as directed and approved by the Board of Directors. 6. Any payable from IFNE-Inc., of amount less than USD 500, can be paid by treasurer at his own discretion and above USD 500 must be approved by President or Vice President. 7. Keep accurate record of all receipts and disbursements. 8. Submit a report of all receipts, disbursements, accounts receivable, accounts payable, and a balance sheet for the IFNE-Inc., duly audited by a Certified Public Accountant at the Annual Meeting. 9. Submit a report in writing of all receipts, disbursements, accounts receivable, accounts payable, and a balance sheet for the IFNE-Inc., duly audited by a Certified Public Accountant, at the Annual meeting. 10. Submit in writing a budget for the next year and a review of the budget for the past year at the Annual Meeting. 11. Follow the IFNE-Inc., investments and provide periodic reports about their performance. A.5.6: Director – Events co-ordination 1. Will be point of contact to ensure the success of planned events organized by IFNE-Inc., 2. Create check list and follow up with individual stakeholders to co-ordinate and facilitate for the required synergy. 3. Leader of events committee on the day of event. o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o A.5.7 Director – Public Relations 1. PR (Public relations) is all about managing reputation. The PR Director will be the Voice and Face of IFNE-Inc., and is the brand ambassador, will constantly help to improve the brand value. 2. Help with marketing to achieve more sponsors and members. Organize promotional events such as press conferences, open days, send PR news letters. 3. Help the board to resolve genuine customer issues (Vendors, Sponsors and Members) A.5.8 Director – IT and Technology affairs 1. Responsible to create, maintain and monitor IFNE-Inc’s., IT infrastructure, website, its social media pages and their content. 2. Provide technology directions for marketing, campaigning and sending communication online. 3. Come up with Privacy policy and govern it. 4. Protect IFNE-Inc., data online/offline and define security policies A.6 Duties and Powers of the Board of Directors A.6 Board of Directors The Board of Directors shall have supreme authority to manage and control the affairs, funds, and property of the IFNE-Inc., It shall be the duty of the Board of Directors to carry out the purposes of the IFNE-Inc., in keeping with the Articles of Incorporation and Bylaws and to make and enforce such rules and regulations as may be necessary and appropriate. A.6.1 Membership in the IFNE-Inc., The Board of Directors shall have full power to approve memberships to the IFNE-Inc., and to suspend or revoke membership in accordance with the provisions of the Articles of Incorporation and Bylaws. o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o A.6.2 Regular Meetings The Board of Directors shall hold at least a minimum of two meetings in a year and more if and as it becomes necessary. At least one meeting shall be held immediately before the Annual General Body meeting. The meeting of the Board of Directors may be held either in person or by a teleconference. Seven members of the Board of Directors shall constitute a quorum at any meeting of the Board. In case of a tie in voting, the President or the Presiding Officer shall cast his/her vote to break the tie. A.6.4 Notification of Meetings The President shall direct the Secretary to send written notice or by electronic mail to each member of the Board of Directors of the date, time, and place of each meeting of the Board of Directors. Such notification shall be mailed not less than three weeks prior to the meeting. A.7.General Election A.7.1 The election of all elected office bearers of IFNE-Inc., shall be held during the Annual General Body A.7.2 The Bylaws of IFNE-Inc., shall make provision for a Nominating Committee, which shall be responsible for an orderly conduct of the election process. A.7.3 The nominating committee shall send out nomination requests to all members and seek nominations in writing from members that are interested in serving on the Board of Directors at least 6 weeks prior to the general body meeting. The nominations for all office bearer positions open for election shall be submitted to the Nominating Committee at least 2 weeks prior to the election date. The nominating committee shall declare the slate of officers 1-week prior to the General Body Meeting. The members of the General Body, however, may make nominations, from the floor. A.7.4 The voting shall be conducted by a secret ballot for positions receiving multiple nominations. A.7.5. If the general body meeting fails to achieve the quorum, the election of the office bearers may be completed by a majority vote of the members present at the o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o meeting and shall be validated by the majority vote of the Board of Directors. If this process fails to complete an election process, a special General Body meeting shall be called within 30 days to hold new elections. A.7.6. In the event an elected post becomes vacant before the term of the post expires, then the post may be filled temporarily by appointment by a majority vote of the committee which has such vacant post. The General Body at the Annual General Body Meeting shall subsequently approve such. A.8 Indemnification of Officers Any person made party to any legal action, lawsuit, or legal proceeding by reason of the fact that he/she is or was a Director of Officer of IFNE-Inc., shall be indemnified by the IFNE-Inc., against the reasonable expenses, including attorney's fees actually and necessarily incurred in connection with the defense of such action, suit or proceeding. Any person party to such suit, action, or proceeding shall further be indemnified by the IFNE-Inc., for any judgments or liabilities resulting there from. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer may be entitled under the provisions of the Corporation Law of the State to which the Director or Office belongs. A.8 .Dissolution of IFNE-Inc., A.8.1 If at any time the Board and the Board of Directors are convinced that IFNE- Inc., is not fulfilling its mission and the mandates of this Constitution, a motion to dissolve IFNE-Inc., shall be in order. If the Board of Directors pass the motion by 2/3rd majority for the dissolution of IFNE-Inc., then IFNE-Inc., may be dissolved using the procedure outlined in 8.2 through 8.4. A.8.2 The Board and the Board of Directors shall jointly circulate a notice of the intent of dissolution to all active members. A.8.3. 60 Days after such a notice is circulated, a special General Body Meeting shall be called and the motion for the dissolution of IFNE-Inc., shall be placed before the General Body. If the motion is passed by 2/3rd majority vote of all active members of IFNE-Inc., physically present at the meeting and by proxies received by an independent agent, then IFNE-Inc., can be dissolved. A.8.4. Immediately following the dissolution of IFNE-Inc.,, the Board of Directors as well as the General Body shall be disbanded. The Board of Directors, however, shall continue to function for a period of 60 days. o o o o IFNE - Indian Friends of New England Incorporated Massachusetts o o o o During this period it shall payoff all liabilities of IFNE-Inc., from IFNE-Incs’., assets according to the Asset Dispersion Plan previously approved by the General Body. |
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By lawS |