|
|
|
BYLAWS Of NORTH AMERICAN JAT CHARITIES, INC.
ARTICLE 1: OFFICES
Section 1. Principal Office The principal office of the corporation is located in Monmouth County. State of New Jersey.
Section 2. Change of Address The designation of the county or state of the corporation's principal office may be changed by the Board of Trustees.
Section 3. Other Offices The
corporation may also have offices at such other places, within or
outside its state of incorporation, where it is qualified to do
business, as its business and activities may require, and as the Board
of Trustees may, from time to time, designate.
ARTICLE 2: NONPROFIT PURPOSES
Section 1. IRC Section 501(c)(3) Purposes This
corporation is organized exclusively for one or more of the purposes as
specified in Section 501(c)(3) of the Internal Revenue Code, including,
for such purposes, the making of distribution to organizations that
qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code.
Section 2. Specific Objectives and Purposes This
corporation is organized mainly for the benefit of Jat community in the
United States of America, India or anywhere in the world with the
following specific objectives and purposes: (Note: The name community in these paragraphs shall imply Jat community)
- Providing relief for the poor, distressed or underprivileged in the community.
- Elimination of prejudice and discrimination.
- Advancement of education in the community.
- Providing loans for charitable or educational purposes to the community members.
- Maintaining a charitable hospital in the name of the community or providing financial assistance to some hospital.
- Establish a resource pool to guide and provide assistance,
financial and non-financial to deserving and needy youths of the
community to further their educational and scientific interests.
- Establish a resource pool for research and publication of community history.
- To have the normal functions, operations, programs and pursuits incidental to a charitable organization.
ARTICLE 3: TRUSTEES
Section 1. Number The corporation shall have five Trustees and collectively they shall be known as the Board of Trustees.
Section 2. Qualifications Trustees
shall be of the age of majority in this state. Majority of the Trustees
shall be members of the corporation in good standing and residents of
United States of America. Trustees shall be elected by members of
the corporation as per these Bylaws. Trustees for the coming year shall
be elected before the end of the year.
Section 3. Powers Subject to
the provisions of the laws of this state and any limitations in the
Articles of Incorporation and these Bylaws relating to action required
or permitted to be taken or approved by members, if any, of this
corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the
direction of the Board of Trustees.
Section 4. Duties It shall be the duty of the Trustees to: a).
Perform any and all duties imposed on them collectively or individually
by law, by Articles of Incorporation, or by these Bylaws; b).
Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents and employees of the
corporation; c). Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; d). Meet at such times and places as required by these Bylaws; e).
Register their addresses with the Secretary of the corporation, and
notices of meetings mailed or telegraphed to them at such addresses
shall be valid notices thereof.
Section 5. Term of Office Each
Trustee shall hold office for a period of two years and until his or
her successor is elected and qualifies. Only first year, two of the
Trustees shall be elected for one year term.
Section 6. Compensation Trustees
shall serve without compensation. They may be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of
their duties.
Section 7. Place of Meetings Meetings
shall be held at the principal office of the corporation unless
otherwise provided bv the board or at such other place as may be
designated from time to time by resolution of the Board of Trustees.
Section 8. Regular Meetings Regular
meetings of Trustees shall be held at least once a year at the
principal office of the corporation , at the time and date decided by
the Board of Trustees but near the beginning of the year and shall
elect Chairperson and other officers of the corporation, along with
other matters if any. This time and date shall be decided by the
outgoing Board.
Section 9. Special Meetings Special
meetings of the Board of Trustees may be called by the Chairperson of
the Board, the President, the Vice-President, the Secretary or by any
two Trustees. Such meetings shall be held at the principal office of
the corporation or, if different, at the place designated by the Board
at the request of the person or persons calling the special meeting.
Section 10. Notice of Meetings At
least one week prior notice shall be given by the Secretary of the
corporation to each Trustee of each meeting of the Board. Such notice
may be oral or written, may be given personally, by first class mail,
by telephone, by email or by facsimile machine, and shall state the
place, date and time of the meeting and matters proposed to be acted
upon at the meeting.
Whenever any notice of meeting is required to be given to any Trustee
of this corporation under these Bylaws , a waiver of notice in writing
signed by the Trustee, whether before or after the time of the meeting,
shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings A quorum shall consist of majority of the members of the Board of Trustees. Except
as otherwise provided under the Articles of Incorporation, these
Bylaws, or provisions of law, no business shall be considered by the
Board at any meeting at which the required quorum is not present, and
the only motion which the Chair shall entertain at such meeting is a
motion to adjourn.
Section 12. Majority Action as Board Action Every
act or decision done or made by a majority of the Trustees present at a
meeting duly held at which a quorum is present is the act of the Board
of Trustees.
Section 13. Conduct of Meetings Meetings
of the Board of Trustees shall be presided over by the Chairperson of
the Board, or, in his or her absence, the President of the corporation
or, in the absence of each of these persons, by a Chairperson chosen by
a majority of the Trustees present at the meeting. The Secretary of the
corporation shall act as the secretary of all meetings of the Board,
provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Section 14. Vacancies Vacancies
on the Board of Trustees shall exist (1) on the death, resignation or
removal of any Trustee, and (2) whenever the number of authorized
Trustees is increased. Any Trustee may resign effective upon giving
written notice to the Chairperson of the Board, the President, the
Secretary, or the Board of Trustees and acceptance by the Chairperson.
No Trustee may resign if the corporation would then be left without a
duly elected Trustee or Trustees in charge of its affairs, except upon
notice to the Office of the Attorney General or other appropriate
agency of this state.
Trustees may be removed from office, with or without cause, by two-thirds majority of the Board of Trustees. Vacancies
on the board may be filled by approval of the Board of Trustees. If the
number of Trustees then in office is less than a quorum, a vacancy on
the board may be filled by approval of the majority of the Trustees
then in office or by a sole remaining Trustee. A person elected to fill
a vacancy on the board shall hold office until the next election of the
Board of Trustees or until his or her death, resignation or removal
from office.
Section 15. Non-Liability of Trustees The Trustees shall not be personally liable for the debts, liabilities, or other obligations of the corporation. The
Trustees and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this
state.
ARTICLE 4: OFFICERS
Section 1. Designation of Officers The
officers of the corporation shall be a President, a Vice President, a
Secretary, and a Treasurer. The corporation shall also have a
Chairperson of the Board, one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and other such officers with such
titles as may be determined from time to time by the Board of Trustees.
One person may hold any two or more offices at the same time but may
not execute any document required by law or these Bylaws to have two
signatures.
Section 2. Qualifications Any person may serve as officer of this corporation.
Section 3. Election and Term of Office Officers
shall be appointed by the Board of Trustees, at any time, and each
officer shall hold office until he or she resigns or is removed or is
otherwise disqualified to serve, or until his or her successor shall be
appointed and qualified, whichever occurs first.
Section 4. Removal and Resignation Any
officer may be removed, either with or without cause, by the Board of
Trustees, at any time. Any officer may resign at any time by giving
written notice to the Board of Trustees or to the President or
Secretary of the corporation. Any such resignation shall take effect at
the date of receipt of such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. The above
provisions of this Section shall be superseded by any conflicting terms
of a contract which has been approved or ratified by the Board of
Trustees relating to the employment of any officer of the corporation.
Section 5. Vacancies Any
vacancy caused by death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the Board of Trustees. In
the event of a vacancy in any office other than that of President, such
vacancy may be filled temporarily by appointment by the President until
such time as the Board shall fill the vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the Board may or may
not be filled as the board shall determine.
Section 6. Duties of President The
president shall be the chief executive officer of the corporation and
shall, subject to the control of the Board, supervise and control the
affairs of the corporation and the activities of the officers. He or
she shall perform all duties incident to his or her office and such
other duties as may be required by law, by the Articles of
Incorporation, or by these Bylaws, or which may be prescribed from time
to time by the Board. President shall, in the name of the corporation,
execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board.
Section 7. Duties of Vice President In
the absence of the President, or in event of his or her inability or
refusal to act, the Vice president shall perform all the duties of the
President, and when so acting shall have all the powers of, and be
subject to all the restrictions on the President. The Vice President
shall have other powers and perform such other duties as may be
prescribed by the Board.
Section 8. Duties of Secretary The Secretary shall:
- Certify and keep at the principal office of the corporation the
original, or a copy, of these Bylaws as amended or otherwise altered to
date.
- Keep at the principal office or such other place as the board may
determine, a book of minutes of all meetings of the Trustees,
committees and of members, recording therein the time and place of
holding, whether regular or special, how called, how notice thereof was
given, the names of those present or represented at the meeting, and
the proceedings thereof.
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- Keep at the principal office a membership book containing the
name and address of each member, and, in the case where any membership
has been terminated, he or she shall record such fact in the membership
book together with the date on which such membership ceased.
- Be custodian of the records and of the seal of the corporation
and affix the seal, as authorized by law, or by these Bylaws, to duly
execute documents of the corporation.
- Exhibit at all reasonable times to any Trustee or to his or her
agent or attorney, on request therefor, the Bylaws, the membership
book, and the minutes of the proceedings of the Trustees of the
corporation.
- In general perform all duties incident to the office of Secretary
and such other duties as may be required by law, or by these Bylaws, or
which may be assigned to him or her from time to time by the Board.
Section 9. Duties of Treasurer The Treasurer shall:
- Have charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name
of the corporation in such banks, trust companies, or other
depositories as shall be selected by the Board.
- Receive and give receipt for, monies due and payable to the corporation from’ any source whatsoever.
- Disburse, or cause to be disbursed, the funds of the corporation
as may be directed by the Board, taking proper vouchers for such
disbursements.
- Keep and maintain adequate and correct accounts of the
corporation's properties and business transactions, including accounts
of its assets, liabilities, receipts, disbursements, gains and losses.
- Exhibit at all reasonable times the books of account and
financial records to any Trustee or to his or her agent or attorney, on
request therefor.
- Render to the President and Trustees, whenever requested, an
account of any or all of his or her transactions as Treasurer and of
the financial condition of the corporation.
- Prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required
reports.
- In general, perform all duties incident to the office of
Treasurer and such other duties as may be assigned to him or her by the
Board or required by law.
- Section 10. Compensation
- The salaries of the officers, if any, shall be fixed from time to
time by resolution of the Board of Trustees. In all cases, any salaries
received by officers shall be reasonable and given in return for
services actually rendered to or for the corporation.
ARTICLE 5: COMMITTEES
Section 1. Executive Committee The
Board of Trustees may, by a majority vote of its members, designate an
Executive Committee consisting of one or more board members and may
delegate to such committee the powers and authority of the board in the
management of the business and affairs of the corporation, to the
extent permitted, and except as may otherwise be provided, by
provisions of law.
By a majority vote of its members, the board may at any time revoke or
modify any and all of the Executive Committee authority so delegated,
increase or decrease the number of members of the Executive Committee,
and fill vacancies on the Executive Committee from the members of the
board. The Executive Committee shall keep regular minutes of its
proceedings, cause them to be filed with corporate records, and report
the same to the board from time to time as the board may require. The
Executive Committee shall not be authorized to alter the Certificate of
Incorporation or Bylaws, change officers, submit anything to the
membership of the corporation for approval, change a previous board
resolution, fill a committee vacancy or abolish a committee. T
committee must report its activities at the next full board meeting. . Section 2. Other Committees The
corporation shall have such other committees as may from time to tune
be designated bv resolution of the Board of Trustees. These committees
may consist of persons who are not members of the board and shall act
in an advisory capacity to the board.
Section 3. Meetings and Action of Committees Meetings
and actions of committees shall be governed by, noticed, held and taken
in accordance with the provisions of these Bylaws concerning meetings
of the Board of Trustees, with such changes in the context of such
Bylaw provisions as are necessary to substitute the committee and its
members for the Board of Trustees and its members, except that the time
for regular and special meetings of committees may be fixed by
resolution of the Board or by the committee. The Board may also adopt
rules and regulations pertaining to the conduct of meetings of
committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.
ARTICLE 6: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. Execution of Instruments The Board of Trustees,
except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any
contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to
render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes Except
as otherwise specifically determined by resolution of the Board, or as
otherwise required by law, checks, drafts, promissory notes, orders for
payment of money, and other evidence of indebtedness of the corporation
shall be signed by the Treasurer and countersigned by the President of
the corporation.
Section 3. Deposits All
funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, or other
depositories as the Board may select.
Section 4. Gifts The Board
of Trustees may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the nonprofit purposes of this
corporation. The Board may accept gifts to be spent on a specific
purpose or donated to a specific charity, as per the wishes of the
donor, as long as this specific purpose or the purpose of the receiving
charity is as per these Bylaws.
ARTICLE 7: CORPORATE RECORDS, REPORTS AND SEAL
Section 1. Maintenance of Corporate Records The corporation shall keep at its principal office:
a. Minutes of all meetings of Trustees, committees of the Board and of
all meetings of members, indicating the time and place of holding such
meetings, whether regular or special, how called, the notice given, and
the names of those present and the proceedings thereof; b. Adequate
and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses; c. A record of its members, indicating their names and addresses and termination date of any membership; d.
A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members of
the corporation at all reasonable times during office hours.
Section 2. Corporate Seal The
Board of Trustees may adopt, use, and at will alter, a corporate seal.
Such seal shall be kept at the principal office of the corporation.
Failure to affix the seal to corporate instruments, however, shall not
affect the validity of any such instrument.
Section 3. Directors' Inspection Rights Every
Trustee shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and shall have such other
rights to inspect the books, records and properties of this corporation
as may be required under the other provisions of these Bylaws, and
provisions of law.
Section 4. Members' Inspection Rights Each
and every member of this corporation shall have the following
inspection rights, for a purpose reasonably related to such person's
interest as a member: a. To inspect and copy the record of all
members' names, addresses and voting rights, at reasonable times, upon
written demand on the Secretary of the Corporation, which demand shall
state the purpose for which the inspection rights are requested. b.
To obtain from the Secretary of the corporation, upon written demand
on, and payment of a reasonable charge to, the Secretary of the
corporation, a list of names, addresses and voting rights of those
members entitled to vote for the election of Trustees as of the most
recent record date for which the list has been compiled or as of the
date specified by the member subsequent to the date of demand. The
demand shall state the purpose for which the list is requested. The
membership list shall be made within a reasonable time. c. To
inspect at any reasonable time the books, records, or minutes of
proceedings of the members or of the board or committees, upon written
demand on the Secretary of the corporation by the member, for a purpose
reasonably related to such person's interest as a member. d. Members
shall have such other rights to inspect the books, records and
properties of this corporation as may be required under other
provisions of these Bylaws, and provisions of law.
Section 5. Periodic Report The
board shall cause any annual or periodic report required under law to
be prepared and delivered to an office of this state or to the members
of this corporation, to be so, prepared and delivered within the time
limits set by law.
ARTICLE 8: IRC 501(c)(3) TAX EXEMPT PROVISIONS
Section 1. Limitations on Activities No substantial part of
the activities of this corporation shall be carrying on of propaganda,
or otherwise attempting to influence the legislation, and this
corporation shall not participate in, or intervene in (including the
publishing or distribution of statements), any political campaign on
behalf of, or in opposition to, any candidate for public office. Notwithstanding
any other provisions of these Bylaws, this corporation shall not carry
on any activities, not permitted to be carried on by a corporation
exempt from federal income tax under section 501(c)(3) of the Internal
Revenue Code,
Section 2. Prohibition Against Private Inurement No
part of the net earnings of this corporation shall inure to the benefit
of, or be distributable to, its members, Trustees or, officers, or
other private persons, except that the corporation shall be authorized
and empowered to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of the purposes of
this corporation.
Section 3. Distribution of Assets Upon
the dissolution of this corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this
corporation shall be distributed for one or more exempt purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code or shall
be distributed to the federal government, or to a state or local
government, for a public purpose. Such distribution shall be made in
accordance with all applicable provisions of the laws of this state.
ARTICLE 9: AMENDMENT OF BYLAWS
Section 1. Amendment Through Board of Trustees Any
member of the corporation may propose an amendment to these Bylaws in
writing to the Board of Trustees. If the proposed amendment is approved
by the Board of Trustees, the amendment shall be considered for
adoption at the next membership meeting. A two-thirds majority of
members present shall be required in favor of the amendment for
adoption.
Section 2. Amendment through Referendum In
the event; a proposed amendment to these Bylaws, by any member of the
corporation, is not approved by the Board of Trustees for
consideration, then the proposed amendment may be submitted for
referendum at a general membership meeting by means of a petition
bearing the signatures of at least twenty five percent of the members
in good standing at that time and verified by the Secretary of the
corporation, and all members notified as per these Bylaws. A two-thirds
majority of the members present shall be required for passage of the
amendment to become effective.
Section 3. Notification All members shall be notified in writing of the proposed amendment at least seven days prior to the general membership meeting.
ARTICLE 10: MEMBERS Section 1. Determination and Rights of Members The
corporation shall have only one class of members. No member shall hold
more than one membership in the corporation. All memberships shall have
the same rights, privileges, restrictions and conditions.
Section 2. Qualifications of Members
Any person eighteen years of age or older is qualified to become a member of the corporation.
Section 3. Admission of Members Applicants
shall be admitted to membership by approval of the Board of Trustees or
Executive Committee by submitting an application and application fee.
Section 4. Fees and Dues A
fee of $35.00 shall be charged for making application for membership in
the corporation, which will also cover the dues for the year of
admission. Membership year will end December 31, regardless of the
date of payment of dues. The annual dues payable to the
corporation by members shall be $25.00 payable by 31st of January.
Board of Trustees may extend this date requirement to 31st March.
A one time payment of $300.00 will entitle the member for a lifetime membership.
Fees and Dues may be specified by the Board of Trustees from time to time.
Section 5. Number of Members There is no limit on the number of members the corporation may admit.
Section 6. Membership Book The corporation shall keep a
membership book containing the name and address of each member.
Termination of the membership of any member shall be recorded in the
book, together with the date of termination of such membership. Such
book shall be kept at the corporation's principal office.
Section 7. Non-Liability of Members A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 8. Nontransferability of Membership No member may
transfer a membership or any right arising therefrom except all rights
of membership upon the member's death will be transferred only to the
surviving spouse or to the person willed for the membership transfer by
the deceased and only if requested in writing by such person within six
months of the member's death.
Section 9. Termination of Membership The membership of a member shall terminate upon the occurrence of any of the following events:
- Upon his or her notice of such termination delivered to the
President or Secretary of the corporation personally or by mail, such
membership to terminate upon the date of delivery of the notice or date
of deposit in the mail.
- Upon a failure to renew his or her membership by paying
dues on or before their due date. A member may avoid such termination
by paying 'the amount of delinquent dues within a 30 day period
following the member's receipt of the written notification of
delinquency given personally or by mail to such member by the Secretary
of the corporation if such notice is approved by the Board of Trustees.
- After providing the member with reasonable written notice and an
opportunity to be heard either orally or in writing, engaged in conduct
materially and seriously prejudicial to the interests or purposes of
the corporation. Any person expelled from the corporation shall receive
a refund of dues already paid for the current dues period. All
rights of a member in the corporation shall cease on termination of
membership as herein provided.
Section 10. Meetings
Regular meetings of Members shall be held at least once a year at the
time, place and date decided by the Board of trustees but near the
beginning of next year and shall elect the Trustees for the new year
and discuss other matters. The Board may call other special meetings of
the Members.
Section 11. Notice of Meetings
The
Secretary of the Corporation shall give at least one-week notice to
each Member in good standing. Such notice may be oral or written, may e
given personally, by first class mail, by telephone, by email or by
facsimile machine and shall state the place, date and time of the
meeting and matters proposed to be acted upon at the meeting..
Whenever
any notice of meeting is required to be given to any member under these
Bylaws, a waiver of notice in writing signed by the member, whether
before or after the time of the meeting, shall be equivalent to the
giving of such notice.
Section 12. Quorum for Meetings
A quorum shall consist of presence in person of 25% of members in good standing.
Except
as otherwise provided under the Articles of Incorporation, these
Bylaws, or provisions of law, no business shall be considered by the
Members at any meeting at which the required quorum is not present, and
the only motion which the Chair shall entertain at such meeting is a
motion to adjourn.
Section 13. Election of Trustees
Present
Board of Trustees will propose the names of the Trustees for election
and with the approval of the nominees; these names will be sent to
Members with the notice of meeting. Any member in good standing may
propose any other name of a person or himself/herself as a candidate
for Trustee. If one other member seconds this proposed name, then this
proposed person would become a candidate for Trustee if this is
received by the President at least 10 days before the meeting date.
If
there are more names than the number of Trustees to be elected for that
year, then an election shall be held by voice vote or a written ballot.
The candidates receiving the highest number of votes will be the
Trustees elected for the New Year. Each Member is entitled to vote for
the number of Trustees to be elected.
Section 14. Conduct of Meetings
Membership
meetings shall be presided over by the Chairperson of the Board or in
his/her absence by the President of the Corporation and if both are
absent, then by a person chosen by a majority of the trustees present.
ARTICLE 11: CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation of this corporation, the provisions of the
Articles of Incorporation shall govern. Should any of the provisions
or portions of these Bylaws be held unenforceable or invalid for any
reason, the remaining provisions and portions of these Bylaws shall be
unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal
Revenue Code shall be to such sections of the Internal Revenue Code of
1986 as amended from time to time, or to corresponding provisions of
any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial Trustees or incorporators
of this corporation, and we consent to, and hereby do, adopt the
foregoing Bylaws, consisting of 11 pages, as the Bylaws of this
corporation. Dated: 11-30-93 Note: Underlined is Amendment No. 1 dated April 2004.
|
|
|
|