By-Laws of San Diego Indian American Society
ARTICLE I: NAME
1.01 The name of this corporation is SAN DIEGO INDIAN AMERICAN SOCIETY, INC; hereafter called the Society
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 types 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.
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).
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 itstax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.
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 good standing, 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.
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 good standing, 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.
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 the 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.
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 the 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 a 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.
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.
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.
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.
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.