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Constitution of Bangladesh Association, Houston
ARTICLE I: Name
Section
1: The name of the corporation shall be
the Bangladesh Association, hereafter referred to in these by-laws as the
Association.
ARTICLE II: Goals and
Objectives
Section 1: The Association shall be a non-profit and nonpolitical organization.
Section 2: The goals and objectives of the Association
shall
be to:
(a) Provide
cultural, intellectual. Social, physical, spiritual and charitable welfare to
the people of Bangladeshi origin;
(b) Promote goodwill, understanding and appreciation of cultures of Bangladesh among all persons regardless of color, creed, race, religion and national origin.
(c) Promote
Bangladesh-American friendship.
(d) Promote
cultural exchange with any other group or organization or institution
interested in Bangladeshi culture.
(e) Facilitate
the activities of any other professional, student, woman or any other group of
Bangladeshis, provided that such groups or organizations are also non-profit
and non-political organizations duly organized under any state law.
Section
3: In order to achieve its goals and
purposes as defined in Section 2, Article II, the Association shall seek to
provide
(a) Forum
for expression of common concern of the community.
(b) A vehicle
for exchange of information and views on matters of interest to the Bangladeshi
community.
(c) A
forum for expression of ideas by distinguished speakers on topics of interest
to the community.
(d) A mode
of propagation of the cultural heritage of Bangladesh through various means.
(e) The
physical facilities to establish library museums and exhibitions.
(f) Space
for an educational center for Bengali language, art, and folklore.
(g) A
meeting place for Bangladesh-American cultural enrichment.
(h) A
forum to inculcate among the children and youth of the community the values of
Bangladeshi culture.
(i) A
forum for honoring any distinguished person, association or institution who has
contributed substantially for the cause of Bangladeshi people or culture, and
(j) Scholarship
for higher education and also extension of any kind of help in the field of
higher learning by raising funds in various ways.
ARTICLE
III: Membership
Section 1: The
membership in the Association is open to all individuals sharing the objectives
and purposes of the Association subject to the approval of the Board of
Directors of the Association.
Section 2: Classes of the members,
(a) Life
member, who shall be any person donating at least $100.
(b) Regular
member, who shall be any person paying the dues of $10.00 per year.
(c) Family
member, who shall be paying for family the dues of $15.00 per year.
(d) Student
member, who shall be any full-time student of any institution paying the dues
of $5.00 per year.
(e) Honorary
member, which membership shall be awarded to outstanding and eminent person of
the community upon action by the Board of Directors and such membership shall
extend for a period of one year from the date of the award.
(f) Organization member, who shall be any organization in conformity with Section 2(e) of Article II of these by-laws.
i)
Organizations may not have to pay any dues for such
membership.
ii)
The chairman of the Association must confer this
membership to an organization in writing.
iii)
An executive committee of an organization may also apply
for such membership in the Association in a normal procedure.
iv)
Organization member does not have any voting power in the
Association; and
v)
Membership in the Association does not
extend to
other organization member any right of membership in the member organization.
(g)
The Board of Directors may levy a new minimum membership
dues in the beginning of each calendar year (January) that become necessary and
then only if reasonable for Article III, Section 2 (a), (b), (c) & (d).
Section 3: Application of Membership: All applications for membership shall be submitted to the Board of Directors or its authorized committee for such purpose and must receive the approval of the Board of Directors or its authorized committee. Application for membership shall be made on Association’s official application form. In the event of the rejection of an application a notice of such rejection shall be sent to the applicant within two weeks following receipt of said application.
Failure
to send a rejection notice within the aforesaid period following receipt of
application shall be tantamount to the approval of the said application.
Section 4: Rejected Application: A rejected application form shall be reviewed for approval in a general body or special meeting by the members of the Association provided that the rejected application gets approval in writing for such review by three members of the Association and review of the rejected application shall be done within two weeks from the date of the receipts of the rejection notice, and such review of the rejected application shall be given priority over all other business of the meeting.
Section 5: Void Applications: A membership application shall be considered void unless accompanied by annual dues
Section 6: Transfer of
Membership: The membership in the Association shall not be transferable or
assignable.
Section 7: Proof of
Membership: Membership cards shall be issued to all current members annually
and shall be required as proof of membership and identification for use of the
privileges of the Association.
Section 8: Lapse of Membership:
(a) Membership in the Association is considered to
be continuous until a notice of termination or resignation is received in
writing by the Board of Directors.
(b) Non-payment of annual dues shall cause the
lapse of membership in the Association.
Section
9: Membership Period: Annual membership
period shall be coincident with the fiscal year of the Association beginning
January 1, and terminating December 31st of each year.
ARTICLE
IV: Membership Fee, Rights & Privileges
Section 1: Review of
Membership Dues: The Board of Directors may review the membership dues from
time to time and may place before the general body for increase or decrease of
such dues and final approval of such increase or decrease of dues shall
determined by the simple majority of the members present and voting.
Section 2: Proration of
Dues: There shall not be any proration of dues.
Section 3: Special Fees:
The Board of Directors may levy any special fees that become necessary and then
only if reasonable.
Section 4: Due Date of
Dues: The annual dues due to the Association shall be payable to the Director
of Finance and Budget during the month of January. Members failing to pay dues
by January 31st shall be declared in arrears and shall automatically
be deprived of all privileges of membership in the Association.
Section 5: Delinquent
Member: A delinquent member may pay his dues after January 31st, in
order to be reinstated by paying a late charge of $2.00 and if such late charge
along with annual dues are not paid by July 31st, the delinquent
member shall not be allowed to vote in the election of that year.
Section 6: Voting Right:
Each adult member who is in conformity of Section 4 and 5 of this
Article shall be eligible to vote on all business before the members at any
meeting.
Section 7: Holding
Office: Each adult member shall have the right to hold office if elected or
appointed.
Section 8: Rights by Categories of Members:
(a) All members under Article III Section 2(a),
2(b), 2(c) shall have the same rights and privileges.
(b) Honorary members as defined in Article III,
Section 2(d) shall be a non-voting member unless he is also a member under
Section 2(a), 2(b), 2(c) of the Article III.
ARTICLE
V: Management of the Association
Section 1. Board of Directors: The activities of the
Association shall be managed by a Board of Directors Consisting of Seven elected
members each with a designated responsibility defined as follows:
(a)
Chairman who shall preside over all
meetings of the members and of the Board and who shall have overall
responsibility for the activities of the Association.
(b)
Vice Chairman who shall exercise all
authority and perform all duties granted to the chairman, when the chairman is
absent or unable to perform his duties.
(c)
Secretary General who shall keep a record
of all proceedings of the Board of Directors’ meetings and also of all membership
meetings, and also shall mail all notices required by these by-laws, maintain
appropriate records of membership of the Association, and who shall exercise
such power as are provided by these by-laws and by the Board of Directors.
(d)
Director of Finance and Budget, who
shall keep a record of all financial transactions of the Association,
depositing such funds in a bank designated by the Board of directors, sign all
checks along with chairman or secretary general of the Association, prepare a
financial report of the Association for presentations at the annual meeting and
shall provide for auditing of the account books of the association at least
once a year prior to each annual meeting.
(e)
Director of organizational Affairs, who
shall promote the goals of the Association to the outside world, conduct
membership drives, organize and supervise all ad hoc committees as approved by
the Board of Directors.
(f)
Director of Cultural Affairs, who
shall organize and supervise cultural and social activities of the Association,
coordinate various programs of the Association, and head literary and magazine
committee.
(g)
Director of Sports Affairs, who
shall organize and supervise sports activities of the Association, coordinate
sports programs of the Association, and head sports related committee.
(h)
Director at Large who shall be a
representative of one of the member organizations in the Board of Directors
selected by the chairman of the Association and the position shall be renewable
every fiscal year of the Association and shall be assigned with special
projects of the Association by the Board of Directors.
(i)
Each member of the Board of Directors shall have the right
to appoint representatives to act as a Joint Secretary on their behalf. Joint Secretaries will be endowed with the
same authority granted to the specific elected member appointed by the Board of
Directors.
Section 2: Responsibility: Each office bearer of the
Association shall be jointly and severally responsible to the general body of
the Association for the activities of the Association.
Section 3: Election and Appointment of office Bearer:
(a)
Elections by membership: The life, regular and student
members of the Association shall elect its office bearers as per Section 1(a),
(b), (c), (d), (e), and (f) of Article V of these by-laws with the exception of
directors at large who shall be selected by the chairman of the Association as
per Section 1 (h) of Article V provided
i) That
cumulative voting shall mot be allowed and
ii) That
election of the office bearer shall be made only from among those persons
nominated according to the requirements set forth in Article IX of these
by-laws.
Section 4: Term of
Office: Each office bearer shall be elected to a 2 year term, except the
position of Director at Large which shall be selected as per provisions of 1(h)
of this Article.
Section 5: Removal of Office Bearer:
(a)
Upon affirmative vote of two third of the Board of
Directors, a delinquent office bearer may be removed from the office provided
i) that an office bearer who has failed to attend
three consecutive meetings of the Board of Directors;
ii) that an office bearer who has found
consistently working against the goals of the Association;
iii) an office bearer who has been served the notice
of removal by the Board of Directors, shall have the right to appeal the Board
of Director’s decision in a Special meeting of the members.
(b) Removal by general body of members: The general body of the members of the
Association may remove an office bearer from the Board of Directors at any
special meeting of the members provided, however, that
i) Such removal is effective only upon the
affirmative vote of ¾ majority of members;
ii) Quorum of such special meeting shall consist of
fifty percent of the general body of the members;
iii)
Request to hold special meeting to affect the removal of office bearer must be
signed by 25 percent of the general body of members;
iii) The
decision of the general body shall be final.
Section 6: Vacancy: A particular office shall be considered vacant upon happening of any one for the following events:
(a) Death of the person holding an office;
(b) Resignation;
(c) Refusal to serve in the position elected of
selected for;
(d) Removal as per Section 5 of this Article;
(e) Failure to maintain membership in the
Association
Section
7: Filling up of Vacancy:
(a) Any member of the Association in good standing
shall be selected by the Board of Directors to fill the vacancy occurred as per
Section 6 of this Article only for the un-expired period.
(b) In case the vacancy occurred in the position of chairmanship, the Vice-Chairman of the Association shall be elevated to the position of the Chairman.
Section 8: Quorum: The majority membership of the Board of
Directors shall constitute a quorum for the Board meeting. Any action taken in
such meeting shall constitute actions by the Board.
Section
9: Meeting
of the Board of Directors
(a) Regular meeting: The Board of Directors shall hold three regular meetings during
one fiscal year and that the notice of the meeting must be given by the
secretary general with the approval of
the chairman one week prior to the meeting with tine and place of the meeting and such meeting may not have any
particular agenda.
(b) Special meeting: A special meeting may be called by the chairman, or in his absence vice chairman or in his absence secretary general or two directors by notice given to all members of the Board of Directors two days prior to such meeting and the notice of such meeting shall state the purpose of the meeting indicating place and time.
Section 10: Signing
Contracts: The chairman and the
secretary general shall sign all contractual documents of the Association.
Section 11: Transfer of
Records: The outgoing Board of Directors shall bring all records of the
Association to the annual general meeting of the Association. All records,
assets, cash, bank accounts of the Association and every other charge shall be
transferred to the custody of the newly elected Board of Directors within a week after the conclusion of the election.
ARTICLE VI:
Membership Meetings
Section
1: Annual
Meeting: The annual meeting of the
membership shall be held as follows:
(a)
Place: The annual
meeting shall be held at the principal facility of the Association or in a
place convenient to all members of the Association.
(b) Time: The annual meeting shall be held in the
month of June of each year at a time convenient to the majority of the
members of the Association.
Section 2: Special Meeting: Special meeting of the membership may me called at any time by the chairman of the Association or by the majority of the members of the Board of Directors or by written petition to the secretary general by at least ten percent of the members in good standing. Special meeting may be called within two weeks after receipt of the written request, provided, however, that no special meeting, may be called unless the specific purpose(s) for holding said meeting are communicated to the secretary general along with request for the special meeting.
Section 3: Notice of
the Meeting: Notice of the annual and special meetings shall be mailed not less
than two weeks prior to the scheduled meetings. Notice of special meetings
shall contain a statement of purpose(s) of the meeting an no other business
shall be transacted which does not pertain to such stated purpose(s). Notice
shall be deemed to be delivered when deposited in the United States Mail
addressed to the member at his address as it appears on the membership
registration roster of the Association, with postage thereon prepaid.
Section 4: Quorum: for
the purpose of transacting any business at any membership meeting one third of
the members in good standing shall constitute a quorum.
Section 5: Voting: Voting on any question except as
otherwise provided by these by-laws may be voice vote or show of hands unless the presiding officer shall order or any
member shall demand that voting be written ballot.
Section 6: Who shall
Preside: The chairman of the Board of Directors or in his absence vice chairman
or in his absence a Director nominated by the chairman or vice chairman shall
preside at all meetings.
Section 7: Keeping of
Minutes: Secretary General or in his
absence a director nominated by secretary general shall keep the proceedings of
the meeting in writing in the minute book of the Association.
Section 8: Rules of
Order: To the extent applicable, Roberts Rules of order shall govern the
conduct and procedure at all meetings. Any improper conduct or use of obscene
language by a member shall sufficient cause for the suspension of his rights
during the balance of the meeting.
ARTICLE
VII: Committees
Section 1. Standing
Committees: The following standing committees may be appointed and their
respective duties and responsibilities may be provided by the Board of
Directors:
(a) Membership
Committee;
(b) Budget and
Finance Committee;
(c) Public
Relations Committee;
(d) Cultural
Activities Committee;
(e)
Literary Committee;
(f)
Bangladesh American Center Project.
Section 2. Chairman of the Committee: Each committee
mentioned above shall be chaired by a member of the Board of Directors unless
otherwise decided by the Board of Directors prior to the formation of the Committee.
Section3: Ad hoc Committee: The Board of Directors may
appoint an ad hoc committee to perform certain functions of the Association,
the purpose, function and time limit of such committee shall be determined by
the Board of Directors. The chairman of the ad hoc committee may be any person
having qualifications or expertise of the purpose for which it is created.
Section 4: Members in
the Committee: The chairman of each committee in consultation with the chairman
of the Association shall appoint members of the committee, subject to the
approval of the Board of Directors.
Section 5: Committee
Recommendation: Committee recommendations shall be subject to the approval of
the Board of Directors, before final action is taken.
Section 6: Responsibility of Board of Directors in relation to a Committee: The designation of a Committee and delegation of authority of Board of Directors thereto shall not operate to relieve the responsibility of the Board of Directors or any member thereof. The Board of Directors shall have the final authority and responsibility and accountability for the activity or the committee.
Section 7: Bangladesh American Center Project: An autonomous Executive Board shall be formed to administer the activities of the Bangladesh American Center (BAC). The BAC Executive Board and Advisory Board shall be formed and abide by the approved Management Policy as set forth in the "Organizational Structure Of BAC". The BAC Executive Board shall have the final authority, responsibility and accountability for the activity of the BAC.
The
Chairman and Director of Organizational Affair of the Bangladesh Association
shall be the ex-officio of the BAC executive board:
(a) The
amendment(s) to BAC Management Policy must be approved by ¾ or greater vote of
the BAC donors-member, present as a quorum.
(b) Amendments
to the Section 7 must be approved by ¾ or greater vote of the BAC
donors-member, present as a quorum.
(c) BAC
shall be the official physical address of the Bangladesh Association.
Article
VIII: Finance and Budget
Section 1: Budget: The
Director of Finance and Budget in consultation with the Budget and Finance
Committee shall prepare the Budget for the fiscal period subject to the
approval of the Board of Directors.
Section 2: Purchases
and Expenditures shall be approved by the Director of Finance and Budget
pursuant to the budget.
Section 3: Capital
Expenditure: Approval of the general body shall be required for capital
expenditures each exceeding two thousand dollars.
ARTICLE
IX: Election
Section 1: Nomination
Process: At least two months prior to scheduled elections the Board of
Directors shall appoint an election committee of three members, which committee
shall be responsible for securing nominations and conducting the elections as
detailed in Section 3 of this Article. Any member of the Association may
nominate for any position as set forth in Article V, Section 1, Subsections (a)
through (g); provided that another member shall second the nomination.
Section 2: Nominees’
duties: In order for his name to be placed on the official ballot, each nominee
for any position must:
(a) express his acceptance by signing the
nomination form;
(b) be familiar with the Articles of Incorporation
and by-laws of the Association and pledge to abide by them;
(c) pledge to carry out the wishes of the general
body and decisions of the Board of Directors to best of his abilities.
Section 3: Election Procedures:
(a) Nomination
shall close one month prior to the date of elections;
(b) A list of nominations shall be announced within
on week after the closing of nominations;
(c) A candidate may officially withdraw from
election by presenting a written notice to the election committee at least two
weeks prior to the election;
(d) The Election Committee shall obtain a final
list of eligible voters from the secretary general prior to the date of
election;
(e) The election committee shall set up a polling
booth at the location of the annual meeting placed on the election day and
shall maintain said booth for a reasonable length of time so that all
registered voters may have an opportunity to cast their ballots;
(f) Votes shall be cast in person by eligible
members by secret ballot, provided however that a member who shall be out of
town or shall have a reasonable ground to the satisfaction of the election
committee may request a ballot in advance of the election day and that the said
ballot must be executed in person and delivered immediately to the election
committee for safe custody until the election day where the said ballot shall
be opened for counting along with other ballots;
(g)
Counting of ballots and declarations of winners shall be
carried out by the election committee immediately after closing of the polls;
(h)
The election committee, before allowing any ballot to be
cast, shall require as identification a valid Association membership card,
personal identification and a signature on the voter list.
(i)
Election of the Association shall be held on/before last 2nd
Sunday of December of the election year.
(j)
Absentee vote shall be by mail one week prior to the date
of elections as per the regulation set by the Election Committee.
Section 4: Conducting
Elections: Election committee may formulate its own rules for conducting the
election as to canvassing in vicinity of the polling place.
Section 5: Tie
Position: In case a tie occurs in any position the election committee shall
devise the way of drawing of lots.
Section 6: Voting
Irregularities: Written complaints of election irregularities and violations of
the election rules and procedures herein set out, along with supporting
documentary evidence, which shall include names, places and appropriate
signatures, shall be filed with the election committee within 24 hours after
the election. The committee shall handle the complaints in accordance with the
procedures above mentioned and shall rule on the said complaints within one
week after the election.
Section 7: Power of
Committee: The decisions of the election committee shall be final in all
matters concerning elections.
Section 8: Unfilled
positions: If a position remains unfilled in the election, the holder of the
said position in the present Board of Directors shall remain in the same
position to constitute the Board of Directors and shall be deemed as elected
for the position for next term.
ARTICLE
X: Books, Records and Audit
Section 1: Books and
Records: The record of the Association shall consist of its Articles of
Incorporation, by-laws and amendments thereto, minutes of all meetings of the
members and of Board of Directors, register of members, financial documents,
inventories and such other records as shall be designated from time to time by
the Board of Directors.
Section 2: Audit of
accounts: Before the closing of every fiscal year, audit committee comprising
three members of the Association shall audit the books of account, to be
presented by the Director of Budget and Finance to the annual meeting of the
members, and that the audit committee shall be appointed by the Chairman of the
Association with the approval of the Board of Directors.
Section 3: The records of the Association shall be
maintained in English and shall remain in custody of designated officers.
Section 4: All records
of the Association shall be open to all office bearers; and by advance approval
of at least one elected office bearer, to any member subject to appointment of
reasonable time and place of examination.
ARTICLE XI: Fiscal
Year
Section 1: The fiscal
year of the Association shall begin on the first day of January and end
on the last day of December in each year.
ARTICLE XII: Dividends
Section 1: The
Association may not through any of its office bearers, committees, officers or
authorized agent, declare nor pay any dividends to any person or organization.
ARTICLE XIII: Corporate
Seal
Section 1: The Board of
Directors shall provide a corporate seal with the name of the Association
inscribed thereon.
ARTICLE XIV: Amendment
of These By-laws
Section 1: These by-laws
may be amended by members at any annual meeting of the members, or if a notice
of a proposal to amend these by-laws and the respect in which proposal to be
amended is given in any call of a special meeting of the members at such
meeting.
Section 2: Ten percent
of the members in good standing can initiate any amendment of these by-laws,
which shall have to be notified to the secretary general of the Association two
weeks prior to special meeting and one month prior to the annual meeting in
writing stating the portion of the by-laws to be amended.
Section 3: The
amendments must be approved by ¾ or greater vote of the members, present as a
quorum.
Section 4: Amendment shall become effective immediately upon passage.
ARTICLE XV: Dissolution
of the Association
Section
1. Voluntary Dissolution: In case
of voluntary dissolution, assets and liabilities of the Association shall be
determined and all the liabilities shall be paid for by the Association,
balance remaining after payment of such liabilities shall be given as gift to a
charitable organization as determined by the Board of Directors; provided,
however, that voluntary dissolution shall not be carried out without the
approval of three-fourths majority of the members of the Association present as
a quorum in a special meeting of the members.
Section 2: Involuntary Dissolution: In case of any involuntary dissolution being sought by the majority member of the Association or by the creditors of the Association, the bankruptcy proceeding shall be instituted as per law of the State of Texas or United States of America.