Indic Studies Foundation

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ByLaws

ARTICLE 1 - NAME, PURPOSE, REGISTERED OFFICE

 

Section 1:  The name of the organization shall be the Indic Studies Foundation

Section 2:  The Indic Studies Foundation was formed to increase public awareness of and promote an accurate and rational appreciation for the Indic Civilization and its Ethos ; to support and conduct nonpartisan research, educational and informational activities to increase public awareness of the scope and breadth of the Indic Civilization; conduct research and education about Indic Civilizational issues; to provide research and information to foundations that serve or advocate for Indic Civilizational issues; sponsor other services to enhance mutual respect between the Indic people and Americans

Section 3: Registered Office and Registered Agent. The registered office of the corporation shall be located in the State of California at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office

Section 4: Other Offices. The corporation may have other offices within or outside the State of California at such place or places as the Board of Directors may from time to time determine.

 

ARTICLE II - MEMBERSHIP

 

Section 1: Application for voting membership shall be open to any individual or organization that supports the purpose statement in Article 1, Section 2, and continuing membership is contingent upon being up-to-date on membership dues.

Section 2:   Membership shall be granted upon a majority vote of the Board. The Board  of Directors shall have the right to deny, or terminate, the membership of any  individual or  organization.

Section 3:  Each voting member of the Indic Studies Foundation shall appoint one voting representative to attend the annual meeting. 

Section 4:  The Board shall have the authority to establish and define nonvoting categories of membership.

 

ARTICLE III - MEETINGS OF MEMBERS

 

Section 1:        Annual Meeting.  The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2:        Special Meetings.  Special meetings may be called by the Chairperson, the Executive Committee, or a simple majority of the Board of Directors.  A petition signed by ten percent of the voting members may call a special meeting.

Section 3:        Notice.  Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

 

ARTICLE IV - BOARD OF DIRECTORS

 

Section 1:        Board Role, Size, Composition.  The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council's Executive Director and committees.  The Board shall have up to 5, and no fewer than 3, members.  The board receives no compensation other than reasonable expenses.

Section 2:        Meetings.  The Board shall meet at least quarterly, at an agreed upon time and place.   

Section 3:    Board Elections.  Up to fourteen Board members shall be elected by the voting representatives of member organizations.

Section 4:       Board Development Committee.  A Board Development Committee shall be appointed by the Board to represent diverse aspects of the nonprofit community.  The Board Development Committee shall have three board members, with the Executive Director as an ex-officio committee member.  Committee members shall serve one year terms.  The Board Development Committee shall be responsible for developing nominees for board elections, board committees, and planning for board training and leadership development.

Section 5:      Election Procedures.  The election will be held by mail in accordance with the election procedures established by the Board of Directors.  Each organization eligible to vote shall receive one ballot, and shall have a number of votes equal to the number of openings to be filled in the particular class of the ballot.  These votes may be cast cumulatively within a class, where there is more than one vacancy.  The nominees receiving the largest number of votes in each class of the ballot in the annual election shall be elected to those full term vacancies which exist.

Section 6.        The Board may set dues schedules for memberships. 

Section 7:     Terms.  All Board members shall serve three-year terms, but are eligible for re-election.  However, no board member shall serve more than two three-year terms.  The first Board will include members with one and two-year terms to begin staggered terms.

Section 8:       Quorum.  A quorum must be attended by at least forty percent of the Board members before business can be transacted or motions made or passed.

Section 9:        Notice.  An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 10:     Officers and Duties.  There shall be five officers of the Board consisting of a Chair,   Secretary, and Treasurer.  The officers shall be elected by the Board at the November Board Meeting after the at-large members are seated.  Their duties are as follows:

 The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order:  Secretary and Treasurer.

 The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

 The Treasurer shall make a report at each Board meeting.  Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 11:   Vacancies.  When a vacancy on the Board exists, nominations for new members may be received from present Board members and member organizations by the Secretary two weeks in advance of a Board meeting.  These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.    All vacancies will be filled only to the end of the particular Board member's term.

Section 12:       Resignation, Termination and Absences.  Resignation from the Board must be in writing and received by the Secretary.  The  representative Board members must represent a voting member organization.  If a member organization notifies the Board that their representative who serves on the Board no longer represents the member organization, the person is no longer eligible to be one of the representative Board members.  A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year.  A Board member may be removed for other reasons by a two-thirds vote of the remaining directors.

Section 13:     Special Meetings.  Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board.  Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.           

 

ARTICLE V - COMMITTEES

 

Section 1:        The Board may create committees as needed, such as public relations, peer education, trustee education and data collection.  There shall be three standing committees - Executive, Personnel and Finance Committees.  The Board Chair appoints all committee chairs.  Committee chairs must be members of the Board.

Section 2:        The  officers serve as the members of the Executive Committee.  The Executive Committee shall review the performance of the Executive Director.  Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3:        Finance Committee.  The Treasurer is chair of the Finance Committee, which includes three other Board members.  The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members.  The Board must approve the budget, and all expenditures must be within the budget.  Any major change in the budget must be approved by the Board or the Executive Committee.  The fiscal year shall be the calendar year.  Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income.  The financial records of the Council are public information and shall be made available to the membership, Board members and the public.

Section 4:        Personnel Committee and Hiring Policy.  The Board as a whole is responsible for hiring the Executive Director.  The Executive Director is responsible for hiring and supervising other staff.  The Personnel Committee shall operate as a grievance committee, and is responsible for developing a personnel policy.

 

ARTICLE VI - DIRECTOR AND STAFF

 

Section 1:   Executive Director.  The Executive Director is hired by the Board.  The Executive Director has day to day responsibility for the Council, including carrying out the Council's goals and Board policy.  The Executive Director will attend all Board meetings, report on the progress of the Council, answer questions of Board members and carry out the duties described in the job description.  The Board can designate other duties as necessary.

 

ARTICLE VII - AMENDMENTS

 

Section 1:   These Bylaws may be amended when necessary by a two thirds majority of the Board of Directors.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

 

 

 

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