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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.