Prantik

By-laws of Prantik, Inc, Greater Baltimore, Maryland U.S.A

ARTICLE I

NAME: Organization of Bengalees as defined in Article II of these By-Laws, in the Greater Baltimore Metropolitan Area is named Prantik, Inc. (referred to hereafter as the Corporation).

ARTICLE II

PHILOSOPHICAL PREMISES: a) to bring about further cohesion of the members interpersonally and group level; b) to promote tie-ins with its counterparts elsewhere in this geographic region inclusive of other associations seeking similar objectives in North America; c) to share ethnic heritage socioculturally with Bengalees. Bengalee is characterized as hereunder: a member of the community a) who speaks the Bengali language; b) who practices and cherishes an abiding interest in Bengali culture; c) who was born of at least one Bengalee parent; d) or whose services can be utilized for the furtherance of the goals of the organization.

ARTICLE III

NATURE OF THE CORPORATION: Nonprofit, non-political, non-sectarian, voluntary, self-supporting and group organized.

ARTICLE IV

LOCATION: The office of the Corporation will normally be located at the residence of the incumbent President Corporation until the Executive Committee of the Corporation decides to relocate the office as situation warrants.

ARTICLE V

PURPOSE AND GOAL: The main thrust of the programs of the Corporation are a) to promote, propagate and diffuse Bengali culture to America on a reciprocal basis; b) to organize social, cultural activities year round enabling optimum participation of the members to help meet their felt need; c) to organize educational programs for furtherance of Bengali language amongst the members and others interested through library, language, language lessons and so on; d)to observe community religious festivals; e) to support charitable organizations and causes; f) to promote Bengali culture among the youth of the community; and g) to establish a community center for the furtherance of its goals and to use the same as meeting place.

ARTICLE VI

MEMBERSHIP: A member is the most important element of the Corporation.

1. ELIGIBILITY: Any person eighteen years of age or older who believes in and supports the goals of the Corporation as set forth in these By-Laws may become a member by paying the membership subscription.
2. MEMBERSHIP SUBSCRIPTION: Members of the Corporation shall pay an annual subscription. The amount of subscription shall be set by the Executive Committee.
3. AUTHORITIES OF MEMBERS: All legislative authorities of the Corporation will be vested in the Members. Members shall be eligible to vote in all elections of the Corporation in accordance with the provisions of these By-Laws. The Members shall have the authority to remove any or all elected officials of the Corporation by a motion of no confidence passed duly in accordance with Article X of these By-Laws.
4. CLASSES OF MEMBERSHIP: There shall be two classes of Membership.
   1. Individual Membership: A single person may obtain an Individual Membership by meeting the eligibility requirement and paying the Individual Membership subscription.
   2. Family Membership: All persons living permanently in the same household and meeting the eligibility requirements may obtain Family Membership by paying the Family Membership subscription.
5. LIABILITY OF MEMBERS: In general the liability of Members shall be limited.
6. TERMINATION OF MEMBERSHIP: Membership is terminated if a Member does not pay his or her membership subscription. A Member may resign his or her membership by submitting a letter of resignation to the President. The General Body of Members may terminate the membership of a Member by adopting a resolution to that effect, if the activities of the said Member are found to be detrimental to the aims and objectives of the Corporation. Such resolution of termination must be voted upon and passed by majority vote in a meeting of Members.

ARTICLE VII

EXECUTIVE COMMITTEE: Day to day activities of the Corporation shall be planned, organized and executed by the Executive Committee.

1. COMPOSITION: The Executive Committee shall consist of a minimum of nine members including a President, a Vice- President, a Secretary, a Treasurer and a minimum of five members-at-large. The President may enlarge the size of the Committee if it becomes necessary for the efficient functioning of the Corporation.
2. OFFICERS: The President, the Vice-President, the Secretary and the Treasurer shall be the officers of the Corporation. All officers shall be elected by the Members as set forth in Article X of these By-Laws.
   1. President: President of the Corporation shall be chief executive officer. The President shall uphold the letters and spirit of the By-Laws, preside over meetings of Executive Committee and General and call meetings of the Members. The President shall also be the chairperson of the Board of Directors.
   2. Vice-President: The Vice-President shall perform such duties as assigned by the President. The Vice-President shall carry out the duties of the President in his absence. In case the President resigns or steps down, the Vice-President shall automatically become the President of the Corporation for the unexpired term of the outgoing President.
   3. Secretary: The Secretary of the Corporation shall convene Executive Committee meetings, implement and execute Committee resolutions. The Secretary shall also maintain record of activities of the Corporation, minutes of the Committee meetings, official list of membership, administrative records of the Corporation, and maintain communications between the Executive Committee and the Members of the Corporation.
   4. Treasurer: The Treasurer shall maintain financial records of the Corporation and shall be responsible for preparing and submitting tax return in accordance with the laws of the state of Maryland and the United States.
3. MEMBERS-AT-LARGE: The members-at-large of the Executive Committee shall be appointed by the President in consultation with other Officers of the Corporation. These members shall perform such duties as required to ensure smooth functioning of the Corporation as decided by the President.
4. ELIGIBILITY: All members of the Executive Committee shall be Members of the Corporation. Moreover, the Officers shall meet the following additional eligibility requirements:
   1. The President and the Vice-President must be Members of the corporation for a period of not less than three consecutive years prior to the date of the election to their respective offices.
   2. The Secretary and the Treasurer must be Members of the corporation for a period of not less than two consecutive years before they are elected to their offices.
5. TERM OF OFFICE: The term of office of all Executive Committee members shall be two years. Elected Officers shall not be eligible to run for two consecutive terms for the same office.
6. SPENDING AUTHORITY: The Officers of the Corporation shall be Signatories of the corporate bank account. The Officers shall have the authority to spend up to $50.00 of the corporate funds per occasion for legitimate business of the Corporation. The Executive committee must authorize any spending in excess of $50.00 from the operating account of the Corporation. The Corporation shall maintain a savings account. The Executive Committee may authorize spending of up to 25% of the funds in the savings account per year. Expenditure of any fund in excess of the above mentioned amount from the savings account must be approved by the majority of the Members in a General Meeting.
7. REMOVAL FROM OFFICE:
   1. Any Officer of the Corporation may be removed from the office by a vote of no confidence adopted in a meeting of Members in accordance with Article X of these By - Laws.
   2. The Members-at-large of the Executive Committee may be removed from the office by the President in consultation with other members of the Committee.
8. RESIGNATION: The President may resign by submitting a letter of resignation to the Board of Directors. Any other member of the Executive Committee may resign by submitting a letter of resignation to the President.
9. VACANCY: If the position of any Officer other than the President becomes vacant before the expiration of the Officer's term of Office, the procedure for the filling of the vacancy shall be as follows:
   1. If more than six months remain in the term of the vacant office then the vacancy shall be filled by a Special Election held in accordance with Article X of these By-Laws.
   2. If six months or less remain in the term of the vacant office, then the remaining Officers shall select an eligible Member to fill the vacancy. The Election Committee shall advise the Officers regarding the eligibility of a Member to fill the vacancy in accordance with the provisions of these By - Laws. The Board of Directors may extend its expertise in these processes. In either case the new Officer shall serve for the remaining term of the outgoing Officer.
10. MEETING:
    1. The Executive Committee shall meet regularly to chart the activities of the Corporation. The number of such meetings during a year shall not be less than six. At least one half of the Committee members and a minimum of two Officers must be present during an Executive Committee meeting to form a quorum. Normally, the Secretary shall give notice of a meeting at least seven days before the date of the meeting. In an extraordinary or emergency situation any Officer with the concurrence of the concurrence of the President can call an Executive Committee meeting with two-day notice. Members of the Corporation may attend Executive Committee meetings. Any Member attending an Executive Committee meeting must follow the procedures established by the said Committee. The President, on behalf of the Committee may invite Members and other individuals to attend Executive Committee meetings. The President shall, however, inform other members of the Committee about such invitation before the date of the meeting. In the absence of the President and the Vice-President, the Secretary shall preside over the Committee meeting.
    2. The Executive Committee shall prepare a set of written procedures to guide them to follow standard parliamentary procedures in conducting meetings under the provisions of these By-Laws. These procedures shall include details regarding rights and privileges of visiting Members and invited quests while attending the meeting.
11. MEETING WITH THE BOARD OF DIRECTORS: The Executive Committee shall meet with the Board of Directors at least twice a year. The purpose of these meetings will be to inform the Board about the status of the Corporation and to obtain guidance and advice from the Board. In addition, any Member of the Board may attend any Executive Committee meeting under the standard procedures adopted by the said Committee.

ARTICLE VIII

BOARD OF DIRECTORS: The Board of Directors consists of four members including incumbent President and the immediate past President. The incumbent shall be the Chairperson of the Board. The Board of Directors shall act as an advisory body to the Executive Committee. The Board shall work closely with the Executive Committee to ensure that the goals and objective of the Corporation are achieved. The Board shall meet as frequently as necessary to perform its functions. The members of the Board of Directors other than the incumbent President and the immediate past President shall be elected by the Members of the Corporation in accordance with Article X of these By- Laws.

1. ELIGIBILITY: The Members of the Board of Directors shall meet the following eligibility requirements, (a) be a Member of the Corporation for minimum period of three consecutive years prior to the date of election, (b) have held an elected office or have been a founder director of the Corporation and (c) neither hold any other office nor be a member of any other committee of the Corporation except in special projects as decided by the Executive Committee.
2. TERM OF OFFICE: All elected members of the Board shall serve for a period of two years.
3. EMERGENCY POWERS: In cases of an emergency created by the resignation of all the Officers of the Corporation, the elected members of the Board shall take over the functions of the executive Committee. The Board may then form a working committee from other Members of the Corporation. Subsequently the Board shall arrange for new election in accordance with Article X of these By-Laws so that new Officers can be elected by the Members of the Corporation. The Board shall take all necessary steps to ensure that such an election is held within the three months after the beginning of the emergency.
4. RESIGNATION: An elected Member of the Board may resign by submitting a letter of resignation to the Chairperson of the Board.
5. FILLING A VACANCY: In the event of a vacancy created in the Board for any reason, the vacancy shall be filled as follows;
   1. If more than six months remain in the term of office of the outgoing Director then the vacancy shall be filled by holding a Special Election in accordance with Article X of these By-Laws.
   2. If the vacancy occurs when six months of less are remaining in the term of the outgoing Director then the vacancy shall be filled by co-option of an eligible Member by the other members of the Board of Directors. The Election Committee shall advice the Board regarding the eligibility of a Member to fill the vacancy in accordance with the provisions of these By-Laws.
   In either case the new Director shall serve for the remaining term of the outgoing Director.

ARTICLE IX

ELECTION COMMITTEE: The Corporation shall have an Election Committee who shall be responsible for conducting all elections.

1. COMPOSITION: The Election Committee shall consist of three members appointed by the Executive Committee.
2. DUTIES: The Election Committee shall obtain nominations for various offices; notify Members of date, time and place of election; notify Members of all matters that may be voted upon during an election; conduct the elections in conduct the elections in accordance with these By-Laws; and perform such other related functions as commissioned by the Executive Committee. The Executive Committee shall authorize necessary expenditure of funds so that the Election Committee can perform it duties. The Election Committee shall maintain communication with the President and shall keep the President informed about its activities.
3. TERM OF OFFICE: The members of the Election Committee shall serve for a term of two years from the date of its appointment.
4. ELIGIBILITY: All members of the Election Committee shall be Members of the Corporation for at least two consecutive years prior to their becoming members of the Election Committee. Election Committee Members of the Board of Directors shall not be members of the Election Committee.

ARTICLE X

ELECTION: All legislative functions of the Corporation shall be carried out by electoral process. In addition, elections shall be held among all Members to elect Officers and Board of Directors and to obtain conscientious opinion of Members by voting in matters of dispute which may danger the existence of the corporation.

1. ELIGIBILITY: All Members who have paid their membership dues at least two months prior to the date of the election shall be eligible to participate in an election.
2. ELECTION OF OFFICERS: Election of the Officers shall be held during Annual General Meeting. The Election Committee shall obtain nominations for candidates for various offices and shall determine the eligibility of such candidates. Only the nominations made by Members shall be accepted for voting. The outgoing Executive Committee may nominate a slate of candidates for all the offices. At the end of the nominating process the names proposed for various offices shall be put to vote and person receiving maximum number of votes for a particular office shall be elected to that office.
3. ELECTION OP BOARD OP DIRECTORS: Two members of the Board of Directors shall be elected during Annual General Meeting. Election of Board of Directors shall not be held in the same Annual General Meeting where the elections of the Officers are held. Members shall nominate eligible candidates for election as Board Members. The Election Committee shall determine the eligibility of the nominated candidates. At the end of the nomination process the names of the candidates shall be put to vote. The persons receiving the highest and the second highest number of votes shall be elected to the Board.
4. REMOVAL FROM OFFICE: An Officer of the corporation may be removed from the office by a vote of no confidence. A Special Meeting of Members shall be convened to consider such a motion. The Executive Committee failing which the Board of Directors shall call a meeting for such a purpose. After a meeting is convened to consider such a motion of no confidence, the Election Committee shall put the motion to vote by the Members. The motion of no confidence shall be adopted if two thirds of the members present vote in favor of the motion. The quorum provisions of Article XII shall be applicable for a meeting called to discuss and vote upon a motion of no confidence.
5. SPECIAL ELECTION: Special Election shall be held to fill vacancies in the offices of Officers and in the Board of Directors as indicated in Articles VII and VIII of these By-Laws. Special elections will be held during a Special Meeting or by mail ballot as decided by the Executive Committee.

ARTICLE XI

PROVISION FOR AMENDMENT OF THB BY-LAWS: Any provision of these By-Laws may be amended by a majority vote of Members. Such amendment shall be brought in conformance with the Articles of Incorporation of the Corporation. An amendment can be proposed by any Member. A special election can be held in the annual general body meeting or a Member can submit such a proposal to the Executive Committee. The Committee shall discuss the proposed amendment and circulate the same among all Members. The proposed amendment shall then be brought to a vote in a Meeting of Members convened for that purpose with at least 2-week notice. The amendment/s shall be adopted with majority vote.

ARTICLE XII

MEETING OF MEMBERS: The Members of the Corporation shall meet for the purpose of electing Officers and members of Board of Directors; to adopt new By-Laws or to change existing By-Laws as defined in Article XI; to receive the annual report of the Executive Committee; and to conduct other legitimate business of the Corporation.

1. QUORUM: The presence of at least 50% of members in person shall constitute a quorum. If a meeting is postponed due to lack of quorum the meeting shall be reconvened after one month. Quorum shall not be required in the reconvened meeting.
2. ANNUAL GENERAL MEETING: The Annual General Meeting of the Corporation shall be held on Saraswati Puja Day. The Executive Committee shall set the date, time, place and agenda of the meeting and shall notify Members at least thirty days before the date of the Meeting. All Officers shall submit their reports during the Annual General Meeting after the reports have been approved by the Executive Committee.
3. SPECIAL MEETING: Special Meetings of the Members may be called by the Executive Committee and failing which by the Board of Directors. The date, time, place and agenda of the meeting shall be set by the convening body. The Secretary shall notify Members about Special Meetings at least 2 weeks prior to the date of such meetings. The Executive Committee shall appropriate the necessary funds to cover the expenses of holding the meetings convened in accordance with these By-Laws.

ARTICLE XIII

PRANTIK YOUTH ORGANIZATION: Prantik Youth Organization (P.Y.O.) shall be an organization wholly supported by the Corporation to promote its goals among the young children of the Bengali community.

1. MEMBERSHIP: The children of the Members of the Corporation shall automatically become members of P.Y.O.
2. P.Y.O EXECUTIVE COMMITTEE: The P.Y.O. Executive Committee shall consist of a secretary, a treasurer, and three other members. The members of P.Y.O shall elect the secretary and the treasurer. The secretary shall appoint the other members of the P.Y.O. The term of office of the P.Y.O. Executive Committee shall be coincident with the term of office of the Executive Committee of the Corporation.
3. FUNCTIONS: The P.Y.O. shall organize various events for its members as approved by the Executive Committee of the Corporation.
4. FUNDING: The Executive Committee of the Corporation shall authorize funding for the activities of P.Y.O. The treasurer of P.Y.O. shall, however, maintain the accounts of P.Y.O. and shall present the same to the Executive Committee as and when requested by the treasurer of the Corporation.
5. MEETINGS: The members of P.Y.O. Executive Committee shall from time to time attend the meetings of the Executive Committee of the Corporation.

ARTICLE XIV

AUDIT: The Executive Committee appoints internal or external auditors(s) for examining financial records covering total receipts and expenditures of the past calendar year.

ARTICLE XV

BUSINESS YEAR: January 1 through December 31.

ARTICLE XVI

DATE OF COMMENCEMENT OF THE BY-LAWS: The By-Laws in the General Meeting scheduled on the January. 1974 and comes into immediate effect.

• (The Amendments shall be read in conjunction with and as subsidiary to the Articles of Incorporation of Prantik. The activities and business of the Corporation shall be managed or conducted in accordance with the provisions of these By-Laws, as provided in Article VII of the Articles of Incorporation. Some of the provisions of the By-Laws define or specify in detail certain related provision of the Articles of Incorporation. In the event of any conflict between the provisions of the Articles of Incorporation, and the By-Laws, those of the Articles Incorporation shall prevail.)
• Initial Adoption - 12th January 1974
• Revision I - February 1982
• Revision II - 22nd February 1986
• Revision III - 8th September, 1991
• (By-Laws rewritten after incorporating the Amendments as adopted on 9.8.91)