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PREAMBLE:
“Telangana
Community”
was formed
in 2008 and
incorporated
as a
‘not-for-profit’
organization
in Atlanta,
GA, USA.
Telangana is
a region in
south-central
India.
The
objective of
the
Telangana
Community is
to build a
social
platform for
all the Non
Resident
Telanganites
(hereinafter
referred to
as NRTs),
living
across the
globe, USA
in
particular
and to
protect,
preserve and
promote the
heritage &
culture of
Telangana
in addition
to
supporting
the
socio-economic
development
of the
region.
This
organization
does not and
will not
have any
association
with any
political
party any
where in the
world.
ARTICLE I
NAME AND
PURPOSES
Section
1.01: Names.
The name of
the
organization
is TELANGANA
COMMUNITY,
INC.
Section
1.02:
Purposes
To provide a
platform for
all the
like-minded,
passionate
and
committed
people who
understand
and share
the culture,
heritage and
values of
Telangana,
to
participate
in its
socio-economic
development.
ARTICLE
II
MEMBERS
Section
2.01:
Classes. Of
Membership:
There shall
be only one
class of
members:
Life
Members. All
members
shall have
equal voting
rights.
Section
2.02:
Qualifications.
Membership
may be
granted to
any
individual
who abides
by the
objectives
and purpose
of the
organization,
and who pays
the dues as
set by the
Board of
Directors
from time to
time. Effective
with term
beginning in
year 2010,
to qualify
to get
elected to
the Board, a
member must
be in good
standing at
least six
(6) months
prior to
election
day.
Section
2.03: Termination
of
Membership.
The Board of
Directors
(aka members
of the
board) , by
affirmative
vote of
two-thirds
of all of
the members
of the
Board, may
suspend or
expel a
member, and
may, by a
majority
vote or
those
present at
any
regularly
constituted
meeting,
terminate
the
membership
of any
member for
acting
against the
interest of
the
organization.
The member
or members
being
suspended or
expelled may
be given due
notice to
explain.
Section
2.04:
Resignation.
Any member
may resign
by filing a
written
resignation
with the
Secretary.
However,
such
resignation
shall not
relieve the
member so
resigning of
the
obligation
to provide
accounts or
other
responsibilities
entrusted,
and any
membership
dues paid
will not be
refunded.
Section
2.05: Member
Ship Fee.
Membership
fee shall be
established
by the Board
of
Directors.
Section
2.06:
Meetings.
The annual
general body
meeting
shall be
held once
each year.
A minimum of
10% of total
members
present in
person or by
proxy shall
constitute a
quorum for
transaction
of business
at a
membership
meeting.
Meetings may
be called by
the
Chairperson
or at the
request of
at least 10%
of the
members by a
notice
mailed US
mail, email,
telephone,
fax to
each member
not less
than thirty
(30) days
before such
meeting.
ARTICLE III
AUTHORITY
AND DUTIES
OF DIRECTORS
AND
EXECUTIVE
COMMITTEE
Section
3.01:
Authority of
Directors.
The Board of
Directors is
the
policy-making
body and may
exercise all
the powers
and
authority
granted to
the
Organization
by law.
Section
3.02a:
Number,
Selection,
and Tenure.
The Board
shall
consist of
not less
than twelve
(12)
Directors
inclusive of
the
Executive
Committee
members.
The term of
each
director
shall be (3)
years which
is defined
as a full
term.
However,
from the
members
elected to
at the
initial
elections to
the board,
four
directors
shall hold
office for a
term of
three (3)
years, four
shall hold
for two (2)
years and
four shall
hold for one
(1) year.
Thereafter,
One Third of
Directors
shall be
elected
every year
for a full
term of (3)
years. The
Board
members
shall elect
one of them
as the
Chairman of
the Board
for a term
of two
years; here
after called
as
Chairperson.
Vacancies
existing by
reason of
resignation,
death,
incapacity
or removal
before the
expiration
of his/her
term shall
be filled by
a majority
vote of the
remaining
directors
for the
duration of
the
remaining
term. The
Board of
Directors
including
the
Executive
Committee
members
shall not
serve in
their
present
capacity for
more than
one term at
a time
unless the
majority of
general body
members
approve.
Section
3.02b: Executive
Committee.
The Board of
Directors
shall elect
the members
of the
Executive
Committee
for a term
of two
years. The
Executive
Committee
shall
comprise of
a President,
a Vice
President, a
Secretary, a
Joint
Secretary
and a
Treasurer.
All the
members of
the
Executive
Committee
shall be the
members of
the Board of
Directors.
The
Executive
Committee
shall be
responsible
for
conducting
the everyday
corporate
business.
Section
3.03:
Resignation:
Resignations
are
effective
upon receipt
of written
notification
by the
Secretary.
Section
3.04:
Regular
Meetings.
The Board of
Directors
shall hold
at least two
(2) regular
meetings per
calendar
year.
Meetings
shall be at
such dates,
times and
places as
the
Chairperson
of the Board
shall
determine.
Section
3.05:
Special
Meetings.
Meetings
shall be at
such dates,
times and
places as
the
Chairperson
of Board
shall
determine.
Section
3.06:
Notice.
Meetings may
be called by
the
Chairperson
by notice
mailed,
U.S.mail,
e.mail,
faxed to
each member
of the Board
not less
than
Fourteen
(14) days
before such
meeting. The
notice for a
special
meeting
called at
the request
of any five
(5) or more
directors,
shall be
seven (7)
days.
Section
3.07:
Quorum.
A quorum
shall
consist of a
majority of
the Board
attending in
person or
through
teleconferencing.
All
decisions
will be by
majority
vote of
those
present at a
meeting at
which a
quorum is
present. If
less than a
majority of
the
directors is
present at
said
meeting, a
majority of
the
directors
present may
adjourn the
meeting on
occasion
without
further
notice.
Section
3.08: Action
Without a
Meeting.
Any action
required or
permitted to
be taken at
a meeting of
the Board of
Directors
(excluding
amendment of
these
Bylaws) or
of any
committee
may be taken
without a
meeting if
all the
members of
the Board or
committee
consent in
writing to
taking the
action
without a
meeting and
to approving
the specific
action. Such
consents
shall have
the same
force and
effect as a
unanimous
vote of the
Board or of
the
committee as
the case may
be.
Section
3.09:
Participation
in Meeting
by
Conference
Telephone.
Members of
the Board
may
participate
in a meeting
through use
of
conference
telephone or
similar
communications
equipment,
so long as
members
participating
in such
meeting can
hear one
another.
Section
3.10:
Committees.
The Board of
Directors
may, by a
resolution
adopted by a
majority of
the
Directors in
office,
establish
committees
of the Board
composed of
at least two
(2) persons
which,
except for
an Executive
Committee,
may include
non-Board
members.
The Board
may make
such
provisions
for
appointment
of the chair
of such
committees;
establish
such
procedures
to govern
their
activities,
and delegate
thereto such
authority as
may be
necessary or
desirable
for the
efficient
management
of the
property,
affairs,
business,
and
activities
of the
Organization.
Section
3.11:
Nominating
Committee. The
Board of
Directors
shall
appoint a
Nominating
Committee
consisting
of not less
than (3)
members to
conduct the
Elections.
The
nominating
shall draft
rules for
such
elections
and seek the
approval of
the Board.
The
nominating
committee
shall not
include any
member who
is either
contesting
for any
position or
nominating/seconding
any
candidate
for any
position
Section
3.12:
Reimbursement.
Directors
shall serve
without
compensation
with the
exception
that
expenses
incurred in
the
furtherance
of the
Organization’s
business are
allowed to
be
reimbursed
with
documentation
and prior
approval of
the board.
ARTICLE IV
AUTHORITY
AND DUTIES
OF OFFICERS
Section
4.01:
Officers.
The officers
of the
Organization
shall be a
President, a
Vice
President, a
Secretary, a
Joint
Secretary
and a
Treasurer.
The
immediate
Past
President
shall be an
Ex-officio
member of
the Board of
Directors,
with the
privilege of
attending
any or all
the
meetings,
but with no
voting
rights.
Section
4.02:
Appointment
of Officers;
Terms of
Office.
The officers
of the
Organization
shall be
elected by
the Board of
Directors at
regular
meetings of
the Board,
or, in the
case of
vacancies,
as soon
thereafter
as
convenient.
New offices
may be
created and
filled at
any meeting
of the Board
of
Directors.
Officers
shall hold
office until
a successor
is duly
elected and
qualified.
Officers
shall be
eligible for
reappointment. Term
should begin
on
Sankranthi,
and the
elections
shall be
held between
second week
of December
to 1st day
of New Year.
Section
4.03:
Resignation.
Resignations
are
effective
upon receipt
by the
Secretary of
the Board of
a written
notification.
Section
4.04:
Removal.
An officer
may be
removed by
the Board of
Directors at
a meeting,
or by action
in writing
pursuant to
Section
3.08,
whenever in
the Board’s
judgment the
best
interests of
the
organizations
will be
served
thereby.
Any such
removal
shall be,
after due
show cause
notice, and
without
prejudice to
the rights,
if any, of
the person
so removed
should be by
2/3
majority.
Section
4.05:
President.
The
President
shall be a
director of
the
Organization
and will
preside at
all meetings
of the Board
of
Directors.
The
President
shall
perform all
duties
attendant to
that office,
subject,
however, to
the control
of the Board
of
Directors,
and shall
perform such
other duties
as on
occasion
shall be
assigned by
the Board of
Directors.
Section
4.06: Vice
President. The
Vice
President
shall assist
the
President in
performing
all of the
duties
incidental
to the
office of
President
and such
other duties
required
from time to
time by the
Board of
Directors.
In the
absence of
the
President,
the Vice
President
shall
function as
the
President
and exercise
all the
powers and
duties
bestowed
upon the
presidency
including
presiding
over the
meetings of
Board of
Directors.
Section
4.07:
Secretary.
The
Secretary
shall be a
director of
the
Organization
and shall
keep the
minutes of
all meetings
of the Board
of Directors
in the books
proper for
that
purpose.
The
Secretary
and
Treasurer
shall work
closely with
any paid
executive
staff of the
Organization
to ascertain
that
appropriate
procedures
are being
followed in
the
financial
affairs of
the
Organization,
and shall
perform such
other duties
as
occasionally
may be
assigned by
the Board of
Directors.
Section
4.09: Joint
Secretary. The
Joint
Secretary
shall assist
the
Secretary in
performing
all of the
duties
incidental
to the
office of
Secretary
and such
other duties
required
from time to
time by the
Board of
Directors.
In the
absence of
the
Secretary,
the Joint
Secretary
shall
function as
the
Secretary.
Section
4.10:
Treasurer.
The
Treasurer
shall be a
director of
the
Organization.
The
Treasurer
shall also
report to
the Board of
Directors at
each regular
meeting on
the status
of the
Council’s
finances.
The
Treasurer
shall work
closely with
any paid
executive
staff of the
Organization
to ascertain
that
appropriate
procedures
are being
followed in
the
financial
affairs of
the
Organization,
and shall
perform such
other duties
as
occasionally
may be
assigned by
the Board of
Directors.
Section
4.11: Paid
Staff.
The Board of
Directors
may hire
such paid
staff as
they deem
proper and
necessary
for the
operations
of the
Organization.
The powers
and duties
of the paid
staff shall
be as
assigned or
as delegated
to be
assigned by
the Board.
ARTICLE V
INDEMNIFICATION
Every member
of the Board
of
Directors,
officer the
organization
may be
indemnified
by the
organization
against all
expenses and
liabilities,
including
counsel
fees,
reasonably
incurred or
imposed upon
such members
of the
Board,
officer or
employee in
connection
with any
threatened,
pending, or
completed
action, suit
or
proceeding
to which
she/he may
become
involved by
reason of
her/his
being or
having been
a member of
the Board,
officer, or
employee of
the
organization,
or any
settlement
thereof,
unless
adjudged
therein to
be liable
for
negligence
or
misconduct
in the
performance
of her/his
duties.
Provided,
however,
that in the
event of a
settlement
the
indemnification
herein shall
apply only
when the
Board
approves
such
settlement
and
reimbursement
as being in
the best
interest of
the
organization.
The
foregoing
right of
indemnification
shall be in
addition and
not
exclusive of
all other
rights which
such member
of the
Board,
officer or
employee is
entitled.
ARTICLE VI
ADVISORY
BOARDS AND
COMMITTEES
Section
6.01:
Establishment.
The Board of
Directors
may
establish an
Advisory
Committee
and other
Committees
as needed.
Section
6.02: Size,
Duration,
and
Responsibilities.
The size,
duration,
and
responsibilities
of
committees
shall be
established
by a
majority
vote of the
Board of
Directors.
ARTICLE VII
FINANCIAL
ADMINISTRATION
Section
7.01:
Fiscal Year.
The fiscal
year of the
Organization
shall be
January 1 -
December 31
but may be
changed by a
resolution
of the Board
of
Directors.
Section
7.02:
Checks,
Drafts, Etc.
All checks,
orders for
the payment
of money,
bills of
obligations,
bills of
exchange,
bills
towards
services and
goods
received
shall be
signed or
endorsed by
such officer
or officers
or agent or
agents of
the
Organization
and in such
manner as
shall from
time to time
be
determined
by
resolution
of the Board
of Directors
or of any
committee to
which such
authority
has been
delegated by
the Board.
Section
7.03:
Deposits and
Accounts.
All funds of
the
Organization,
not
otherwise
employed,
shall be
deposited
from time to
time in
general or
special
accounts in
such banks,
trust
companies,
or other
depositories
as the Board
of Directors
or any
committee to
which such
authority
has been
delegated by
the Board
may select,
or as may be
selected by
the
President or
by any other
officer or
officers or
agent or
agents of
the
Organization,
to whom such
power may
from time to
time be
delegated by
the Board.
For the
purpose of
deposit and
for the
purpose of
collection
for that
account of
the
Organization,
checks,
drafts, and
other orders
of the
Organization
may be
endorsed,
assigned,
and
delivered on
behalf of
the
Organization
by any
officer or
agent of the
Organization.
Section
7.04:
Investments.
The funds of
the
Organization
may be
retained in
whole or in
part in cash
or be
invested and
reinvested
on occasion
in such
property,
real,
personal, or
otherwise,
or stock,
bonds, or
other
securities,
as the Board
of Directors
in its sole
discretion
may deem
desirable,
without
regard to
the
limitations,
if any, now
imposed or
which may
hereafter be
imposed by
law
regarding
such
investments,
and which
are
permitted to
organizations
exempt from
Federal
income
taxation
under
Section
501(c)(3) of
the Internal
Revenue
Code.
ARTICLE VIII
BOOKS AND
RECORDS
Correct
books of
account of
the
activities
and
transactions
of the
Organization
shall be
kept at the
office of
the
Organization.
These shall
include a
minute book,
which shall
contain a
copy of the
Certificate
of
Incorporation,
a copy of
these
Bylaws, and
all minutes
of meetings
of the Board
of
Directors.
ARTICLE IX
AMENDMENT OF
BYLAWS
These Bylaws
may be
amended with
the approval
of the
majority
vote of the
membership
at a regular
annual
meeting or a
specially
called
meeting. The
amendments
and the time
and place
for the
meeting
shall be
notified to
all members
at least
(21) days in
advance.
All
amendments
shall be
submitted in
writing to
the
President to
enable
him/her to
circulate
(20) days in
advance.
ARTICLE X
IMPEACHMENT/REMOVAL
Any member
of the Board
can be
removed from
office for
acting
against the
interest of
the
organization
and / or for
misuse of
the position
in the
organization
for personal
aggrandizement
or promoting
personal
interests
through use
of
organization's
name in the
news or
visual media
or with
political
establishment
or
misconduct
at a special
general body
meeting
called for
such
purpose.
Approval of
two-third of
the
membership
shall be
required for
such
impeachment/removal.
ARTICLE XI
MISCELLANEOUS
Absenteeism:
Any member
not present
for more
than 3
consecutive
meetings
will be
asked for
explanation
and can be
removed by
the Board.
Members,
wishing to
be absent,
should give
due notice
for their
inability by
at least 1
day in case
of
ill-health
or one week
for any
other
reason.
Financial
Statements
All
Financial
Statements
must be
published
every year,
on time,
including
any returns
and sent
only by
email and
accessible
on the
internet.
Documents /
Records
Electronic
acceptance
Mail
Retention:
For Ever.
Official
Correspondence
shall be
done on
official
website
email
address?
Official
Statements:
Only
President
will give
the approved
message.
No
affiliation
with other
bodies shall
be done with
out 3/4 of
the majority
and with the
minimum
quorum
ARTICLE XII
ROBERTS
RULES OF
ORDER
Except as
otherwise
here in
expressly
provided,
all matters
of
procedu8re
shall be
governed by
Roberts
Rules of
Order,
revised, as
the same
shall, from
time to time
be revised
and amended.
ARTICLE XIII
DISSOLUTION
In the event
of
dissolution,
the Board of
Directors/Executive
Committee
shall, after
paying or
making
provision
for the
payment of
all the
liabilities
of the
association,
dispose off
all the
assets of
the
association
exclusively
for the
purposes of
the
association
in such
manner or to
such
association
or
associations
organized
and operated
exclusively
for
charitable,
educational
purposes as
shall at the
time qualify
as an exempt
association
under
section 501
© (3) of
the Internal
Revenue
Service Code |
