BY LAW 1. NAME, OFFICES AND AIMS
Section 1. Name
The name of the Corporation (which herein after called the "Association") is
INDIA ASSOCIATION OF FORT MYERS, INC.
Section 2. Offices
The principle office of the Corporation shall be located in the county of Lee in
Section 3. Aims
The purpose of the Corporation is to operate as a charitable and educational organization, which furthers the understanding and tolerance of diverse ethnic backgrounds, particularly the Asian-Indian culture, in Southwest Florida. The Association shall provide members of the Asian-Indian (herein after called “Indian") community and all others, in the county of Lee and the surrounding area, with an organization dedicated to the above purposes that are consistent with the fostering of closer ties between people with similar beliefs, aims, and ideals. To achieve these objectives, the Association shall solicit, collect, and disburse funds. It shall also collect donations and acquire property to meet and further its aims.
BY LAW 2. MEMBERSHIP
Section 1. Eligibility
Any person 22 years of age, of good moral character and interested in the furtherance of the stated aims of the Corporation, is entitled membership in the Corporation. Each member shall pay dues as the Board of Trustees of the Corporation may determine from time to time.
Section 2. Contact Information
Members should provide their address and telephone numbers to the Secretary or the Treasurer to help maintain a roll of members. They should also inform if there are any changes to the contact information.
Section 3. Benefits of Membership
(a) Each member shall be eligible for election to any position in the Executive Committee. Members are also entitled to receive newsletters, to be included in the official mailing list and the membership directory and participate in all activities of the Association either free of charge or at a reduced cost.
(b) Dependent children (those under 22 years of age) of members in good standing are entitled to the benefits and the activities of the Corporation but are ineligible to vote, hold office, or serve on a committee, except in the Youth Wing of the Association.
(c) Parents of members, if sixty (60) years of age or older and living in the same household as the member(s), are entitled to membership benefits of the Association free of cost without being considered as members, except that they shall not be eligible to vote.
(d) Parents of members, if sixty (60) years of age or older and living in the same household as the members(s) shall become members if they are interested in voting or if they are interested in holding office.
Section 4. Types of Memberships
(a) Annual family memberships are for couples, couples with a child or children and singles with a child or children. A family membership is considered as one unit for the payment of dues but each one of the adults parents shall be considered as one voting member.
(b) Annual single memberships shall be for individuals who are 22 years of age and older with no dependents. They shall have the right to exercise one vote.
(c) Individuals and families can choose to become members for life by paying life membership. Life membership is not transferable.
Section 5. Duration of membership
Annual Membership is good for one calendar year, beginning on 1st of January and ending on 31st of December of every year.
BY LAW 3. DUES
Section 1. New Membership
Every new member of the Association shall complete a membership form and pay annual dues as determined by the Board of Trustees.
Section 2. Renewal
(a) It shall be the responsibility of each member to renew membership by December 31 of each year, in order to continue receiving the benefits of the Association without any interruption. In the absence of renewal, membership shall cease and the member(s) shall be dropped from the mailing list of the Association.
(b) Members dropped from the mailing list may renew membership by paying the annual dues once again but their inclusion in the directory of members is not guaranteed for that year.
(c) The annual dues shall not be pro-rated and shall be paid in full for that year.
(d) All dues, once paid shall be non-refundable.
Section 3. Non-members
(a) All non-members who attend Association events shall pay non-member fees, as determined by the Executive Committee.
BY LAW 4. MEETINGS
Section 1. Annual General Body Meeting
An Annual General Body meeting of the members shall be called by the President of the Executive Committee or the Chairperson of the Board of Trustees. It shall be held by September 30 of each year for the purpose of electing officers and for transacting such other business as may come at the meeting. Should the election of the officers be not held, for any reason(s), on the scheduled day of the Annual General Body meeting, or at any adjournment thereof, the Board of Trustees shall determine the next course of action.
Section 2. Special Meetings
The President or the Chairperson of the Board of Trustees may call for Special Meetings (other than Annual General Body meetings) of the members to discuss urgent or emergency issues.
Section 3. Place of Meeting
The President or the Chairperson of the Board of Trustees may designate any place within the county of Lee in Southwest Florida for Annual General Body or Special Meetings.
Section 4. Notice or Meetings
Written or printed notice stating the place, day, date and hour of the meeting, and in the case of a special meeting, the purpose(s) for which the meeting is called and the person(s) officials calling the meeting shall be communicated by an announcement on the Association’s web page or newsletter or by email or postal mail. It shall be sent at the direction of the President or the Chairperson of the Board of Trustees to each member entitled to vote or attend the meeting. This announcement shall be made no less than ten days and no more than thirty days before the date of the meeting.
Section 5. Quorum for General Body/Executive Committee Meetings
(a) At the Annual General Body Meeting to elect officers, members holding one-fifth or fifty, whichever is less, of the votes that may be cast shall constitute a quorum. All members shall be required to sign in to constitute a quorum. If a quorum is not present at any meeting, the Chairperson of the Board of Trustees or a designee may adjourn the meeting from time to time without further notice.
(b) For Special Meetings, members holding one-fourth or one hundred, whichever is less, of the votes that may be cast shall constitute a quorum. All members shall be required to sign in to constitute a quorum. If a quorum is not present at any meeting, the Chairperson of the Board of Trustees or designee may adjourn the meeting from time to time without further notice.
(c) Agendas for the Annual General Body Meeting and the Special Meeting shall be approved in advance by a majority of the Board of Trustees.
Section 6. Proxies
No proxy voting will be allowed in the General Body, the Executive Committee and the Board of Trustees meetings.
Section 7. Manner of Acting
A majority of the vote (at least 51 %) entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these bylaws. This manner of acting will apply to all General Body, Executive Committee and Board of Trustees meetings.
BY LAW 5. EXECUTIVE COMMITTEE
Section 1. Composition
The Executive Committee of the Corporation shall consist of the President, President-Elect, Secretary, Treasurer, and four Directors.
Section 2. Terms of Office
(a) The President-Elect will be elected by the General Body at the annual meeting and will serve as President in the following year.
(b) The terms of Office for the positions of Secretary and Treasurer shall be one year, and they shall be elected at the annual meeting.
(c) To facilitate and maintain continuity in the Association's affairs and activities, one half of the total number of Directors, namely two, shall be elected every year for a two year duration. In an unusual situation of four vacant positions for the Directors, the General Body shall elect two Directors for one year duration and the other two for two year duration to get back into the two-year cycle the following year.
Section 3. Period of Office.
(a) The new Executive Committee shall take over the responsibilities of the Association from the first day of October until the last day of September of the following year.
(b) The outgoing members of the Executive Committee shall hand over charge to the new Executive Committee on 1st of October. In exceptional cases, this hand-over of charge can take place on a mutually convenient different date, provided it is approved by the Chairperson of the Board of Trustees. Members of the outgoing committee shall help in transition, by working closely with the incoming members of the Executive Committee until the end of December of that year.
(c) The transition shall be facilitated and overseen by the Chairperson of the Board of Trustees or a designee.
Section 4. Vacancy in the Executive Committee
The Board of Trustees, in consultation with the President and/or the Executive Committee shall fill the vacancy with a new member for the reminder of the term.
Section 5. Quorum for Executive Committee Meetings
More than half of the Executive Committee members shall be present in entirety at Executive Committee meetings to constitute a quorum.
BY LAW 6. DUTIES OF THE OFFICERS
Section 1. President
The President shall preside over the Executive Committee meetings; appoint committees and members to those committees. The president shall be the Chief Executive Officer of the Association and shall represent the Association before the public and perform all other functions attributed to this office. The President shall cast an additional vote to break any tie in the Executive Committee meetings. In general, the President shall supervise and control all the day-to-day business and affairs of the Association. The President shall appoint any other member of the Executive Committee to be Acting President in his/her absence.
The President shall also ensure that the Board of Trustees are informed about the schedule of Executive Committee meetings and are provided with minutes of the meetings in a prompt manner. The President shall work closely with the Chairperson of the Board of Trustees in ensuring continuity in activities and for guidance in all matters concerning the welfare and growth of the Association.
Section 2. President-Elect
(a) The President-Elect shall assist the President in the implementation of a variety of activities, which are duly approved by the Executive Committee. The President-Elect shall be responsible for coordinating work between the various committees, as delegated by the President. After one year’s on the job training and experience, the President-Elect shall succeed as President in the following year.
(b) The President-Elect shall prepare a slate of eligible and willing members to serve in all positions of his/her Executive Committee, at least ten (10) days prior to the Annual General Body meeting for approval by the Board of Trustees.
Section 3. Secretary
The Secretary shall keep accurate minutes of all meetings, maintain all official files and records, and perform other duties as delegated by the President. The Secretary shall be the custodian of all corporate records and of the seal of the Association. The Secretary shall keep the post office address of each member, and in general, be responsible for all kinds of documentation including newsletters and e-mail communications with the members. The Secretary shall also maintain the Association’s website.
Section 4. Treasurer
The Treasurer shall hold the funds of the Corporation, disburse them according to the decisions of the Executive Committee, maintain the roll of the registered members of the Association, keep an accurate account of the receipts and expenditures for each event and activity and prepare and distribute an annual financial statement for the members. The Treasurer and the President shall jointly sign all checks issued on behalf of the Association, if in excess of $1,000. Checks less than $1,000 shall be signed either by the Treasurer or the President. The Treasurer shall prepare annual disclosure statements as needed by the IRS and other state agencies and along with the President, shall be responsible for maintaining the tax exempt status of the Association. The Treasurer shall prepare income and expense reports for each and every function of the Association for the President, who will then distribute them to all the Trustees of the Board within 30 days after the function/event..
Section 5. Directors
Directors shall actively help other members of the Executive Committee in planning, initiating and implementing a variety of programs and activities for the Association. The Directors shall offer assistance, guidance and facilitate continuity in the affairs and activities of the Association. They shall also support the other four members of the Executive Committee in their respective functions on an as-needed basis. The President shall designate one of the Directors as a Sports Director, whose additional responsibility shall be to conduct the annual sports tournaments in a timely manner. The President shall also designate another Director or any other member of the Executive Committee to mentor/oversee the activities of the Youth Wing.
Section 6. Events and Activities
The Executive Committee shall continue the traditional annual events at appropriate times during the year. They shall initiate and organize new activities; in response to feedback from the membership provided they are fiscally cost effective. All proposed new activities or initiatives shall be presented to the Board of Trustees, at least thirty (30) days in advance for approval. Any routine and established annual activities shall be terminated only with the approval of the Board of Trustees.
Section 7. Allegiance
(a) It shall be the duty of every Executive Committee member to be aware of and uphold the articles of incorporation and operate and contribute within the constraints of the current by-laws. Each will contribute to the overall, day-to-day functioning by discharging the respective functions of the position they hold.
(b) Members of the Executive Committee shall work together as a team for the betterment of the Association, all of its members and the local community. They shall always safeguard the interests of the Association first and operate in a fiscally prudent manner.
BY LAW 7. ANNUAL GENERAL BODY MEETING
Section 1. Meeting
The Annual General Body meeting shall be held once a year for the purpose of electing officers and for transacting such other business as may come at the meeting.
Section 2. New Officers
(a) The Chairperson of the Board of Trustees or a designee shall chair the meeting.
(c) The Board of Trustees shall actively assist the President-Elect in developing a full slate of officers.
(d) The proposed slate of officers, if full, shall be presented to the General Body for recognition.
(e) If the positions in the Executive Committee are not filled, the Chairperson of the Board of Trustees or a designee or all the Trustees shall assist the new President in filling the vacant positions.
BY LAW 8. BOARD OF TRUSTEES
Section 1. Board
(a) Trustees of the Board shall be past Presidents of the Association, who have continued to be consistently active in the affairs and activities of the Association after their Presidency.
(b) The Board of Trustees will consist of up to seven (7) permanent trustees and three (3) immediate past- Presidents as the rotating trustees.
(c) Permanent trustees shall elect one of them as the Chairperson of the Board for an initial period of two (2) years. The incumbent shall continue in the position for additional two (2) year cycles, subject to approval by the rest of the permanent trustees. This arrangement shall continue until the position becomes vacant.
(d) The person who served first as the President among the rotating trustees shall be the Co-Chairperson of the Board of Trustees for one year.
(e) The Board of Trustees shall maintain same term as the Executive Committee, serving from 1st of October of each year to 30th September of the following year.
(f) In case of a vacancy among the permanent trustees of the Board, a majority of the remaining permanent trustees shall decide if the vacancy needs to be filled; If they choose to fill the vacancy, they shall select a replacement from an available pool of interested and willing past Presidents.
Section 2. Duties
a) The major responsibilities of the Board of Trustees are to ensure realization of aims and objectives of the Corporation, to facilitate continuity in activities and to be of assistance to the Executive Committee, the General Body and members in finalizing and resolving issues. The Trustees shall also approve or disapprove requests/recommendations that are brought forward by the Executive Committee. The Board of Trustees, under the leadership of the Chairperson, shall be the ultimate legal guardians and policy makers of the Association.
(b)The Chairperson of the Board of Trustees or the Board of Trustees shall appoint a Trustee as a Mentor for each Executive Committee to act as a liaison between the Board of Trustees and the Executive Committee. This Mentor shall guide the entire Executive Committee in planning and implementing a variety of programs and activities that will result in the realization of the aims and objectives of the Association. The Mentor will periodically update the other Trustees of the Board about planned events, emerging issues and potential concerns.
(c) The Co-Chairperson shall assist the Chairperson of the Board of Trustees in all matters that come up for discussion or review by the Board. In the absence of the Chairperson, the Co-Chairperson or a permanent Trustee shall take over the functions and responsibilities of the Chairperson.
(d ) Should any member of the Executive Committee fail to fulfill the role and responsibilities of a position in satisfactory manner, they shall be subject to corrective action, by the Board of Trustees. Corrective action, including removal from office, shall be considered by the Board of Trustees only upon the majority recommendation of the Executive Committee members.
Section 3. Meetings, Quorum and Invitees
(a) The Board of Trustees shall meet at least once a year to assess the overall status of the Association and the quorum for these meetings shall be more than half the number of total trustees, consisting of both permanent and rotating trustees.
(b) The Chairperson of the Board shall cast an additional vote to break any tie in the voted decisions of the Board.
(c) The President and the President-Elect of the Association shall be invitees to all the Board meetings to discuss issues and policies and to be aware of Board decisions. They shall have no voting rights at the Board meetings.
(d) The Board of Trustees shall invite the entire Executive Committee or any member or members to its meeting as guests to solicit information, to exchange ideas or to provide direction. These guests at the meeting shall have no voting rights at the Board meetings.
BY LAW 9. YOUTH WING
Section 1. Purpose
Youth Wing is an umbrella organization of the India Association of Fort Myers. It was established in 1999 with an intention of developing community spirit, volunteerism, and leadership skills among the youth of the Association. In addition to helping in the activities of the India Association of Fort Myers, the Youth Wing is expected to engage in public service initiatives, community outreach, and volunteerism in the areas of learning, compassion, the arts and the environment.
It shall function under the guidance of one of the members of the Executive Committee of the India Association of Fort Myers. Activities of the Youth Wing shall be funded as needed by the India Association of Fort Myers, Inc.
Section 2. Members and Officers
(a) Membership is open to children, between 12 and 21 years of age, whose parents are current members of the India Association of Fort Myers.
(b) The Committee of the Youth Wing will consist of a President, a President-Elect, a Secretary and four Directors. They shall be elected at an annual meeting held prior to the month of June of every year. Officers of the Youth Wing shall serve a one-year term, starting from 1st July to 30th June of the following year.
(c) The President of the Youth Wing shall coordinate all functions and activities of the Youth Wing with the President of the India Association or an assigned designee.
(d) Members of the Youth Wing shall help/assist in all functions/activities of the India Association.
(e) Every year, the Youth Wing will establish an agenda of activities and undertake a variety of projects that are geared for the betterment of the local community.
BY LAW 10. AMENDMENTS
Any member may submit in writing proposals for amendments to the by-laws of the Association to the Executive Committee. They shall be considered by the Executive Committee and if approved, shall be forwarded to Board of Trustees for final action. Additionally, the Board of Trustees shall periodically revise and approve the by-laws on an as-needed basis with input from the Executive Committee.
BY LAW 11. DISSOLUTION
In the event of the dissolution of the Association, the Corporation after paying or providing for the payment of all liabilities shall dispose of all the assets in accordance with the law governing the dissolution of not- for- profit organizations. The Board of Trustees will make final determination about the recipient(s) of residual assets and monies.
APPROVED BY THE BOARD in December, 2012