| BY-LAWS of AFGHAN
HINDU ASSOCIATION, INC.
ARTICLE I - PURPOSE
The purpose of the Corporation shall be to (a) uplift the
community; (b) provide guidance and assistance to our members and
their dependents; (c) establish and promote charitable activities,
including cultural, literary or educational activities, within the
meaning of section 501(c)(3) of the Internal Revenue Code of 1986,
as amended (the "code"), including but not limited to exhibitions,
performances, discussions, and other fora; and (d) carry on any and
all other activities as shall from time to time be found necessary,
appropriate and proper in connection with the foregoing insofar as
they are lawful for a Not?for?Profit Corporation.
ARTICLE II - MEMBERS
Section 2.1. Classes of Members. The Corporation shall
consist of one or more classes of Members. The Board of Directors
shall from time to time designate the rights and obligations derived
from each class of membership in the Corporation. At the inception
there shall be three classes of members as further defined herein:
Section 2.1.1. Potential Members. Members who have not paid
the dues for over 90 days shall be designated as Potential Members.
These members shall not have the right to vote.
Section 2.1.2. Dues paying Members. Members who have paid
their dues, as determined from time to time by the Board of
Directors. This class shall further be subdivided into (a) Regular
Members: Members who pay their dues regularly on a periodic basis;
and (b) Life Members: Members who pay their life time dues as
designated by the Board of Directors. Only Dues paying Members shall
have the right to vote.
Section 2.1.3. Honorary Members. Persons, who may not be of
Indian Origin Afghans or entities, including but not limited to
corporations, partnerships, who the Board of Directors may from time
to time admit into the Association at its sole discretion, shall be
designated as Honorary Members. Honorary Members shall not have the
right to vote.
Section 2.2. Dues. Members shall pay dues to the Association
in an amount determined from time to time by resolution of the Board
of Directors. Membership dues are tax deductible and the exempt
determination letter shall be made available to any member at
request. A receipt may also be issued for dues received.
Section 2.3 Membership Requirements. Every applicant must be
admitted as a member provided that person: Section 2.3.1. Is of
Indian origin from Afghanistan, except for honorary
members; Section 2.3.2. Has an application form on his or her
behalf completed; Section 2.3.3. Is at least 18 years of
age; Section 2.3.4. If a Dues Paying Member, he or she agrees to
pay the required dues and pay them; Section 2.3.5. Abides by the
rules and regulations of the Association in its Certificate of
Incorporation, By-laws, resolutions, or as otherwise passed by the
Board from time to time.
Section 2.4 Evidence of Membership. Membership shall be
evidenced by any method determined by the Board of Directors
provided that such evidence of membership conforms to the
specifications enumerated in Article 6 of the New York
Not-for-Profit Corporation law.
Section 2.5. Termination of Membership. Membership shall be
terminated by death, resignation, expulsion, expiration of a term of
membership or dissolution and liquidation.
Section 2.6. Meetings of Members;
Section 2.6.1. Annual Meetings. Annual meeting of the Members
shall be held at least once every year no later than one hundred and
twentieth day after the close of he corporation's preceding fiscal
year. The place and time of the meeting and a tentative agenda shall
be suggested to the members at least a month before the scheduled
meeting. The agenda may include the election of the Board of
Directors, evaluation of policies, programs and strategies and
report on the assets and financial status of the Corporation. Dues
Paying Members shall have the right to suggest items in writing to
be included in the agenda no later than two (2) weeks prior to the
meeting.
Section 2.6.2. Special Meetings. Where no annual election of
Directors by the Members is held within the time frame required
under Article 6 of the New York Not-for-Profit Corporation Law, as
an alternative, a special meeting for the election of Directors may
be held in accordance with the provisions of that article. Members
entitled to cast ten percent of the entire vote at an annual
Members' meeting may call a special meeting of the membership
provided that at least a two (2) week written notice, along with a
tentative list of proposed directors, is extended to the entire
membership. A quorum of no less than 1/3 of Dues Paying Members is
necessary to conduct this meeting.
Section 2.7. Notice of Meetings
Section 2.7.1 Written Notice. Whenever Members are required
or permitted to take any action at a meeting, written notice shall
state the place, date and hour of the meeting and, unless it is an
annual meeting, indicate that it is being issued by or at the
direction of the person or persons calling the meeting. Notice of a
special meeting shall also state the purpose or purposes for which
the meeting is called. A copy of the notice of any meeting shall be
given, personally or by mail, to each Member entitled to vote at
such meeting. If given personally or by first class mail, it shall
be given not less than two (2) weeks before the date of the meeting;
if mailed by any other class of mail, it shall be given not less
than thirty nor more than sixty days before such date.
Section 2.7.2 Adjournment. If a meeting of Members is
adjourned to another time or place, it shall not be necessary to
give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which
the adjournment is taken. Any business may be transacted at the
adjourned meeting that might have been transacted on the original
date of the meeting. Members present at a meeting of Members may
adjourn the meeting despite the absence of a quorum.
Section 2.8. Voting Rights of Dues Paying Members. Members
shall be entitled to one vote per Member. Members shall be entitled
to vote on those matters the Board of Directors deems appropriate
from time to time.
Section 2.9. Quorum. One tenth of the total number of Dues
Paying Members entitled to vote shall constitute a quorum at
meetings of Members.
Section 2.10. Corporate Action by Members. Corporate action
by the Members shall be authorized by a majority of the votes cast
at a meeting of Members by the Members entitled to vote thereon
unless required otherwise by the New York Not?for?Profit Corporation
Law, provided that such number of Member votes constituting a
majority is equal to or greater than the number of Members required
to be present at a meeting of the Members to constitute a quorum.
Section 2.11. Proxies. Member voting by proxy shall be allowed
in accordance with the provisions of Article 6 of the Not?for?Profit
Corporation Law. Section 2.12. Record Date Determining Eligibility
to Vote. The Board of Directors shall fix the record date
determining Member eligibility to vote for the purpose of taking any
Member action. Where no record date is fixed, the record date used
in determining which Members are entitled to vote shall be
determined according to the procedures outlined in Article 6 of the
Not-for-Profit Corporation Law.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. Powers and Duties. The Board of Directors shall
have general power to manage the affairs and property of the
Corporation and to the distribute and pay the moneys received by the
Corporation from time to time solely in furtherance of the
Corporation's corporate purposes. The Board of Directors shall not
permit any part of the net earnings or capital of the Corporation to
inure to the benefit of any private individual.
The Board of Directors, in addition to the powers and authority
expressly conferred upon it by statute, by Certificate of
Incorporation of the Corporation, by these By?Laws and otherwise, is
hereby empowered to exercise all such powers as may be exercised by
the Corporation, except as expressly provided otherwise by the
Constitution and statutes of the State of New York, by the
certificate of Incorporation of the Corporation and by these
By-Laws.
Section 3.2. Number. The number of Directors shall be not
less than three (3) or more than twelve (12).
Section 3.3. Initial Directors. Initial Directors shall be
persons named in the Certificate of Incorporation.
Section 3.4. Requirements. Each Member of the Board of
Directors shall be at least twenty one years of age and a Dues
Paying Member for at least twelve (12) months.
Section 3.5. Term in Office. Initial members of the Board of
Directors shall continue for a period of two (2) years.
Subsequently, each director shall continue in office for a term of
one year or until a successor shall have been elected and qualified
or until his death, resignation or removal. Subsequent directors
shall be elected at the annual meeting of the Members by a majority
vote of Dues Paying Members constituting quorum. Any Director may be
removed, with or without cause, by a vote of a majority of the
Directors then in office.
Section 3.6. Resignation and Vacancies. Any Director may
resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation; such
resignation shall take effect at any time specified therein or if no
time is specified therein then upon receipt of such notice by the
addressee and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any
Director who fails to attend a regularly scheduled Board of
Directors meeting on three (3) consecutive occasions without cause
shall have deemed to have resigned. Any newly created directorships
resulting in the number of Directors and vacancies in the Board of
Directors arising at any time and from any cause, may be filled for
the unexpired term at any meeting of the Board of Directors by a
majority of the Directors then in office.
Section 3.7. Annual Regular and Special Meetings and Notice
thereof. The Annual Meeting of the Board of Directors shall be
held at the principal office of the Corporation or at such other
place as the Board of Directors shall designate at such date and
time as the Board of Directors shall designate. Notice of the time
and place of such annual meeting shall be given by the Secretary by
mailing a copy thereof or delivering the same to each Director not
less than ten nor more than thirty days before such annual meeting.
The annual meeting shall be a month prior to the annual meeting of
the Members. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors shall
designate and notice of such regular meetings need not be given.
Special meetings of the Board of Directors may be held upon the call
of any two Directors at the principal office of the Corporation or
at such other place as may be designated in the notice of such
meetings; notice of the time, place and purpose of any special
meeting of the Board of Directors shall be given by the secretary by
mailing a copy thereof or delivering the same to each Director at
least two days before such meeting.
Section 3.8. Voting, quorum Adjournments of Meetings. At any
meeting of the Board of Directors, each Director present shall be
entitled to one vote. At all meetings of the Board of Directors, a
third of the Directors then in office shall constitute a quorum for
the transaction of the day to day business, except that a majority
of the Directors then in office shall constitute a quorum for the
transaction of any financial business of the Association, dealing
with amounts above of one thousand dollars. In the absence of a
quorum, a majority of the Directors present may, without giving
notice other than by announcement at the meeting, adjourn the
meeting from time to time until a quorum is obtained.
Section 3.9. Compensation. No compensation shall be paid to
the Directors for their services as directors, but they may be
reimbursed for travel and actual expenses necessarily incurred by
them in attending Board meetings and performing other duties on
behalf of the corporation.
Section 3.10. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors,
may designate from among its members an Executive Committee, a
Social and Educational Activities Committee, Youth of Afghan Hindu
Association ("YAHA") committee, a Fund Raising and Property
Management Committee, an Advocacy Committee and any other committee
the Board deems necessary. Each committee, must consist of at least
one director and a total of three or more directors or non-directors
as the Board may designate, except that the Executive Committee must
consist of only members of the Board of Directors. The Executive
committee shall have all the authority of the Board of Directors
between meetings, except that it shall not have authority of the
following matters:
(a) the filling of vacancies in the Board of Directors or in any
committee; (b) the fixing of compensation of the Directors for
serving on the Board of Directors or on any committee; (c) the
amendment or repeal of the By?Laws, or the adoption of new
By?Laws; (d) the amendment or repeal of any resolution of the
Board of Directors which by its terms of shall not be so amendable
or repealable;
Section 3.11. Banking and Contracts. The Board of Directors
is authorized to select such banks or depositories as it shall deem
proper for the funds of the Corporation. The Board of Directors
shall determine who shall be authorized from time to time on the
Corporation's behalf to sign checks, drafts or other orders for the
payment of money, acceptances, notes or other evidences of
indebtedness, to enter into contracts, or to execute and deliver
other documents and instruments.
ARTICLE IV - OFFICERS
Section 4.1. Officers. The officers of the Corporation shall
be a President, a Secretary and a Treasurer and such other officers,
including one or more Vice Presidents, as the Board of Directors may
from time to time appoint or elect. One person may hold more than
one office in the Corporation. The Officers of the Corporation shall
constitute the Executive Committee of the Board of Directors.
Section 4.2. Election, Term of Office, Vacancies and Removal.
The officers of the Corporation shall be elected or appointed at
the annual meeting of the Board of Directors immediately following
the election of Directors, and each shall continue in office until
his successor shall have been elected and qualified, or until his
death, resignation or removal. Any vacancy in any office may be
filled by the Board of Directors; any officer so elected shall hold
office for a term of one year or until the election at the annual
meeting of the Board of Directors and the qualification of his
successor. Any officer of the Corporation may be removed, with or
without cause, by a vote of a majority of the Directors then in
office.
Section 4.3. Powers and Duties of Various Officers. The
President shall be the chief executive officer of the Corporation
and shall direct the policy of the Corporation on behalf of the
Board of Directors. The Secretary shall act as secretary of all
meetings of the Board of Directors shall give and serve all notices
of the Corporation, shall keep the minutes of all such meetings, and
shall perform all duties incident to the office of the Secretary,
subject however, to the control of the Board of Directors, and such
other duties as shall from time to time be assigned to him or her by
the Board of Directors. The Treasurer (i) shall have the custody of
all funds and securities of the Corporation, (ii) shall keep or
cause to be kept complete and accurate accounts of receipts and
disbursements of the Corporation, (iii) shall deposit all moneys and
other valuable effects of the Corporation in the name and to the
credit of the Corporation in such banks or depositories as the Board
of Directors may designate, (iv) whenever required by the Board of
Directors, shall render a statement of the accounts, and (v) shall
perform all duties incident to the office of Treasurer, subject
however, to the control of the Board of Directors, and such other
duties as shall from time to time be assigned to him or her by the
Board of Directors.
ARTICLE V - MISCELLANEOUS
Section 5.1. Offices. The principal office of the Corporation
shall be located in the State of New York at such place as the Board
of Directors may from time to time determine. The Corporation may
also have offices at other places, within and/or without the State
of New York. There shall be kept at the office of the Corporation
correct books of account of the activities and transactions of the
Corporation, including a minute book, which shall contain a copy of
the Certificate of Incorporation, a copy of these By?Laws, and all
minutes of meetings of the Board of Directors.
Section 5.2 Fiscal Year. The fiscal year of the Corporation
shall begin the first day of January of each year and end on the
thirty first day of December or that year.
Section 5.3. Grants. The Board of Directors shall review all
requests for funds from other organizations. The Board of Directors
shall require that such requests specify the use to which the funds
will be put, and if the Board of Directors approves the request, it
shall authorize payment of such funds to the approved grantee. The
Board of Directors shall require that the grantees furnish a
periodic accounting to show that the funds were expended for the
purposes which were approved by the Board. The Board of Directors
may, in its absolute discretion, refuse to make any grants or
contributions or otherwise render financial assistance to or for any
or all the purposes for which funds are requested. After the Board
of Directors has approved a grant to another organization for a
specific project or purpose, the Corporation may solicit funds for
the grant to the specifically approved project or purposes of the
other organization. However, the Board of Directors shall at all
times have the right to withdraw approval of the grant and use the
funds for other charitable, scientific or educational purposes.
Section 5.4. Loans. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.
Section 5.5. Indemnification. The Corporation may, to the
fullest extent now or hereafter permitted by law, indemnify any
person made, or threatened to be made, a party to any action, suit
or proceeding civil or criminal by reason of the fact that he (or a
person whom he is the legal or personal representative or heir or
legatee) is or was a Director, officer, employee or other agent of
the Corporation, or of any other organization served by him in any
capacity at the request of the Corporation, against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees. The right of indemnification provided in this
section shall not be deemed exclusive of any other rights to which
any Director the officer of the Corporation may now be or hereafter
become entitled apart from this section.
Section 5.6. Donations, Commissions, and Gifts. Any
donations, commissions, and/or gifts received by any member and/or
officer of the Corporation, for the benefit of the Corporation,
shall be forwarded to the Secretary or the Treasurer, who will
deposit or cause to be deposited, such amount in the Corporation's
bank account and update the Corporation's records.
ARTICLE VI - AMENDMENTS
These By-Laws may be amended or repealed at any meeting of the
Board of Directors by a vote of a majority of the Board of
Directors. |