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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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