The World Kashmir Diaspora Alliance is a non-profit, non-partisan, charitable organization and committed to help poor people of India & Nepal.
1-1 The Organization shall be known as “World Kashmir Diaspora Alliance”.
2-1 For the purpose of this constitution:
- “Board” means the board of directors;
- “Organization” means World Kashmir Diaspora Alliance.
3 HEAD OFFICE
3-1 The head office of the Organization shall be in the City of Brampton, in the Province of Ontario, and at such place therein as the Board may from time to time determine.
The objectives of this Organization are as follows:
4-1To relieve poverty in developing nations by providing food and other basic necessities of life to individuals or families in need.
4-2To relieve poverty by providing necessities of life, including food, clean water, medical supplies, clothing, and/or shelter to victims of disasters.
4-3 To provide a platform for various stakeholders in Kashmir for creating goodwill and better understanding and peace.
5 MEANS OF ACHIEVING OBJECTIVES
In order to achieve the above listed objectives the means exercised by the Organization will include, but not be limited to, the following:
5-1 Help them earn a decent living to support themselves and their families
5-2 Help them enjoy basic education and health care
5-3 Give them grants and items in life-threatening disasters
5-4. Distribute food and blankets to most poor people in remote areas, Provide solar lights to poor
5-5. Distribute food, medicines and some of the other basic necessities in the event of a natural disaster
5-6 Organize conferences for creating peace and better understanding in Kashmir
6-1 Membership shall be open to any member of the public who supports the objectives of the Organization and who pays the prescribed membership fees. The Board reserves the right to not accept a membership application if the applicant in question does not support the objectives of the Organization.
6-2 Membership participation in the Organization will be free from discrimination in accordance with the principles set forth by the Charter of Rights and Freedoms and the Ontario Human Rights Code.
6-3 The Board may establish an annual membership fee, payment of which shall be required to maintain a member in good standing. Membership fees, in whole or in part, are not refundable.
6-4 The term of the membership shall be valid for one year from the date of registration. It is renewable on an annual basis. Multi-year membership is also available.
6-5 Each member in good standing shall be entitled to one vote on each matter arising at any special or general meeting of members.
6-6 Members in good standing shall be entitled to nominate candidates for the Board. Nominations shall be made in writing no later than 30 days prior to the set date of the elections. Nominations are to be endorsed by at least two members in good standing. Names of the nominees are to be sent to the chair of the Governance Committee.
6-7 A member may at any time resign by notice in writing to the Board. Where a member contravenes the Constitution or any objectives of the Organization, the Board may by a two third (2/3) vote, suspend his/her membership subject to review by the general membership at the annual meeting or at a special meeting.
6-8 Only members in good standing can run for office.
7 ANNUAL AND OTHER MEETINGS OF MEMBERS
7-1 The annual meeting shall be held within eighteen months of the last annual meeting at such a place within the City of Brampton and on such a day and at such a time as the Board may determine.
7-2 A report of the activities of the Organization for the previous year, a financial statement, and the auditors’ report shall be presented at each annual meeting. The members shall appoint auditors and elect directors for the ensuing year.
7-3 Other meetings of members shall be held at the call of the Board upon the request of at least fifteen (15) members in writing to the Board. Such meetings shall be held within the City of Brampton and within 60 days of the written request.
8 BOARD OF DIRECTORS
8-1 Powers and Composition of the Board
- The affairs of the Organization will be managed by a Board consisting of 5 members.
- Three directors are required to form a quorum for the transaction of business. Transaction of business can be conducted by teleconference if warranted and agreed upon by all members of the Board.
8-3 Election of the Board of Directors
- Directors shall be elected at an annual or special meeting of the members.
- The term of office for board members shall be a maximum of three years from the date of their election, except the president. The president’s term will be seven years.
- Each director, upon expiration of his or her first full term, will be eligible for re-election to a second three-year term. After serving two consecutive terms, or a maximum of six consecutive years, a board member is retired and is not eligible for re-election until the member takes a rest period of one year. During this rest period, the member may offer her/his services and participate as a volunteer in Organization committees and activities.
- The Board shall ensure Board continuity through a rotation of directors maintained by staggered terms of office.
- The Board shall have the power to fill any vacancies on the Board during the period between annual meetings as long as a quorum of directors remain in office.
- The term of office for vacancies, filled by the Board or the membership, shall coincide with that of the vacancy. However, if the remaining term of the vacancy is less than a year it shall not be considered as constituting a term.
8-4 To be eligible to run for the Board, nominate a candidate for the Board, or vote at an annual general meeting or special meeting of the members, she/he must be a member, in good standing, of the Organization for a minimum period of 90 days. Members in good standing of the Organization are individuals who have paid their membership fees in full, and who support the mission and goals of the Organization.
8-5 Meeting of Directors
- The Board shall meet on at least four (4) occasions between annual meetings at such place or places as it may be determined by the Board.
8-6 Absence from Board Meetings
- Except where a director has been given a leave of absence, any director, who, having been properly notified of an upcoming Board meeting, misses more than three (3) meetings, without explanation, during each year of office, shall be asked to resign from the Board or explain her/his absence. Failing such resignation or explanation accepted by a majority of the Board, such director may be removed from his/her position by a majority vote of the Board.
8-7 All members of the Organization have the right to attend Board meetings as observers. The Board reserves the right to go ‘in camera’ where such a decision is warranted.
8-8 Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of a tie vote, the Chairman, in addition to his original vote, shall have a second or casting vote.
8-9 The directors of the Organization may administer all of the affairs of the Organization and make or cause to be made for the Organization, any kind of contract which the Organization may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Organization by its constitution or otherwise that it is authorized to exercise and do.
8-10 The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid or reimbursed for reasonable expenses incurred by him/her in the performance of his/her duties.
9-1 There shall be a President, a Vice-President, a Treasurer, a Secretary, and such other officers as the Board may determine from time to time.
9-2 A person may hold more than one office except the offices of President and Vice-President.
9-3 The Officers shall be elected by the Board from among their number at the first meeting of the Board after the annual election of such a Board.
9-4 Duties of Officers
- President – The President shall, if present, preside at all meetings of the directors and of members. He/she shall sign all instruments which require his/her signature and shall perform all duties incidental to his/her office and shall have such powers and duties as may from time to time be assigned to him/her by the directors.
- Vice-President – The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence of disability or refusal to act of the President. The Vice-President shall have such powers and duties as may from time to time be assigned by the directors.
- Secretary – The Secretary, shall, when present, act as secretary of all meetings, shall have custody of the minute books of the Organization and the documents and registers referred to in Section 300 of the Corporation Act (Ontario) and shall perform such other duties as the directors require.
- Treasurer – The Treasurer shall be responsible for supervising the general financial operations of the Organization. He/she shall be responsible for seeing that full and accurate accounts of all financial transactions of the Organization are kept in proper books of account and that all funds are deposited in the name and to the credit of the Organization. He/she shall ensure that all funds of the Organization are properly disbursed, that proper vouchers are prepared therefore and shall render to the Board, at regular meetings thereof or whenever required of him/her, an account of all financial positions of the Organization. He/she shall be responsible for ensuring that all budgets are prepared for consideration by the Board. He/she shall also perform such other duties as may be determined from time to time by the Board.
10 EXECUTIVE DIRECTOR
10-1 The Executive Director is the chief executive officer of the Organization and is responsible to the Board for the effective management of the Organization’s operations and staff.
11-1 This Organization shall be carried on without the purpose of gain for its directors, officers or members and any profits or other accretions shall be exclusively used in the promotion of its charitable objects.
12-1 The Board may from time to time:
- a) borrow money on the credit of the Organization;
- b) issue, sell or pledge security of the Organization;
- c) charge, mortgage, hypothecate or pledge all or any or the real or personal property of the Organization to secure any securities or any monies borrowed, or other debt, or any other obligation or liability of the Organization.
13 POWER TO HOLD LAND
13-1 The Organization shall possess the power to acquire by purchase, lease or otherwise and to hold any land or interest therein necessary for the carrying out of its objects, and when no longer so necessary, to sell, alienate and convey the same.
13-2 Land, or any interest therein, if purchased shall be held in such manner as the Board shall from time to time determine.
14-1 Upon the dissolution of this Organization and after payment of all debts and liabilities, the remaining property of the Organization shall be distributed or disposed of to Canadian charities registered under the Income Tax Act (Canada), to be designated by the then members of the Organization.
15-1 This Constitution may, at any time, be amended, altered or revoked pursuant to a resolution passed by a two thirds vote of the members present at a special, general or annual meeting of members duly called for that purpose, and for which due notice of such amendment, alteration or revocation shall have first been given to each member in the notice calling for such a meeting.
16 SPECIAL PROVISIONS REQUIRED OF INCORPORATED CHARITIES
16-1 The Organization shall be subject to the Charities Accounting Act and the Charitable Gifts Act.
16-2 The Board shall serve as such without remuneration and no director shall directly or indirectly receive any profit from their positions as such, provided that directors may be paid reasonable expenses incurred by them in the performance of their duties.
16-3 The borrowing power of the Organization pursuant to any by-law passed and confirmed shall be limited to borrowing money for the current operating expenses, provided that the borrowing power of the Organization shall not be so limited if it borrows on the security of real or personal property.
16-4 If it is made to appear to the satisfaction of the Minister, upon report of the Public Guardian and Trustee, that the corporation has failed to comply with any of the provisions of the Charities Accounting Act or the Charitable Gifts Act, the Minister may authorize an inquiry for the purpose of determining whether or not there is sufficient cause for the Lieutenant Governor to make an order under subsection 317(1) of the Corporations Act to cancel the letters patent of the corporation and declare them to be dissolved.
16-5 The funds of the Organization shall be invested in such a manner as determined by the directors, and in making such investments the directors shall not be subject to the Trustees Act, provided that such investments are reasonable, prudent and sagacious under the circumstances and do not constitute, either directly or indirectly, a conflict of interest.
16-6 For the objectives of the Organization and as incidental and ancillary thereto, the Organization may exercise any of the powers as prescribed by the Corporations Act, or by any other statutes or laws from time to time applicable, except where such power is limited by the letters patent of the Organization, the Corporations Act, or common law relating to charities.
Section 1: Membership.
- Membership shall be open to persons interested in furthering the mission and objectives of the Corporation and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors (the Board) of the corporation.
- There shall be no membership fees or dues unless otherwise directed by the board of directors.
- Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.
- Any member may be removed by a vote of majority of the members of the Board at its meeting after the member has been given an opportunity to be heard in his defence.
- No member shall use the name of the Corporation for any purpose including, but not limited to protests and advocacy without informing the Executive Committee or the President.
Section 2: Classes of Membership.
The Corporation shall have only one class of Membership.
Section 3: Meetings.
The annual meeting of the Members (the Annual Meeting of the Members) for the election of the Directors and for the transaction of such other business as may come before the Members, including the delivery of a financial statement (explicitly referenced in statute) shall be held each year at the place (which may be either within or outside the State of New York), time, date and month as may be fixed by the Board, or, if not so fixed, as may be announced and fixed by the President of the Board only after the Board fails to execute. Special meetings shall be held whenever called by resolution of the Board, the President of the Board, or by a written demand to the Secretary of ten percent of the Members eligible to vote. The Secretary upon receiving the written demand or resolution shall promptly give notice of such meeting as provided below, or if the Secretary fails to do so within five business days thereafter, any member signing such demand, may give such notice.
Section 4: Notice of Meetings.
Written notice of the place, date and hour of any meeting (other than the Annual Meeting of the Members) shall be given to each member entitled to vote at such meeting by mailing the notice by first class mail, postage prepaid, personal delivery, fax or email not less than ten or more than thirty days before the date of the meeting. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting.
Section 5: Quorum, Adjournments of Meetings.
At all meetings of the Members, ten percent (10%) of the Members eligible to vote (or 100 Members eligible to vote, whichever is less), present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
Section 6: Organization.
The President of the Corporation shall preside at all meetings of the Members or, in the absence of the President, a Vice-President shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding Member may appoint any person to act as Secretary of the meeting.
Section 7: Voting.
At any Meeting of Members, each Member present, in person or by proxy, shall be entitled to one vote. Upon demand of any Member, any vote for upon any question before the meeting shall be by ballot.
Section 8: Proxy.
Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another voting Member or Members to act for such member by proxy. Every proxy must be in writing and signed by the Member or the Member’s duly authorized officer, director, employee or agent, or by email and set forth information from which it can be reasonably determined that the proxy was authorized by the Member. No proxy shall be valid after the expiration of three months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law. For the purposes of conducting meetings, all proxies shall be delivered to the Secretary or, upon the absence of the Secretary, the presiding Member appointed to act as secretary of the meeting.
Section 9: Action by Members.
Any corporate action authorized by a majority of the votes cast at a meeting of the Members shall be the act of the Members, except as otherwise provided by statute or by these Bylaws. Action may be taken without a meeting on written consent, setting forth the action to be taken, signed by all of the Members. Such consent may be written or electronic. If the consent is written, it must be signed by the Member. If the consent is electronic, it must be able to be reasonably determined to have been sent by the Member.
Section 10: Adoption of the Bylaws.
The Board shall call for a Special Meeting of the Members to adopt the bylaws (or the bylaws may be adopted at the Annual Meeting of the Members.) The proposed bylaws are to be circulated to the Members no later than seven days prior to the Annual Meeting or Special Meeting of the Members to adopt the bylaws. A majority of the votes cast at the Annual Meeting or the Special Meeting of the Members to adopt the bylaws shall be the act of the Members.
Section 11: Special Action Requiring Vote of Members.
The following corporate actions may not be taken without approval of the Members:
- a plurality of the votes cast at a meeting of the Members is required for the election of the Directors of the Corporation;
- a majority of the votes cast at a meeting of the Members is required for (1) any amendment of the certificate of incorporation, or (2) a petition for judicial dissolution;
- two-thirds of the votes cast at a Meeting of the Members is required for (1) disposing of all, or substantially all, of the assets of the Corporation, (2) approval of a plan of merger, (3) authorization of a plan of non-judicial dissolution, or (4) revocation of a voluntary dissolution proceeding, provided, however, that the affirmative votes cast in favor of any action described in this subsection (c) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
ARTICLE II – OFFICES
The principal of the Corporation shall be in the County of State of New York. The Corporation may also have offices at such other places as the Board of Directors (the “Board”) may from time to time determine or the business of the Corporation may require.
ARTICLE III – BOARD OF DIRECTORS
Section 1: Powers and Duties.
The Board shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein.
- The Board may;
- Appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation.
- Employ and discharge persons for the furtherance of the purposes of the Corporation.
- Exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these bylaws.
- The Board shall:
- Direct the President and Treasurer of the Corporation to present at the annual meeting of the Board a financial report certified by an independent public accountant or a firm of such accountants selected by the Board. This report shall be filed with the records of the Corporation and an abstract thereof entered in the minutes of the proceedings of the annual meeting of the Board.
- Select all Officers for the Corporation and approve the members of any standing committee appointed by the President.
Section 2: Number.
The number of Directors constituting the entire Board shall be not less than three and not more than fifteen. Subject to such minimum, the number of Directors may be increased or decreased from time to time, by resolution of the Board, but such action by the Board shall require a vote of a majority of the entire Board and no decrease shall shorten the term of any incumbent Director. The “entire Board” shall consist of the number of Directors that were elected as of the most recently held election of Directors.
Section 3: Election and Term of Office.
The initial Directors shall be the persons named in the Certificate of Incorporation and shall serve until the first annual meeting of the Board. The Directors shall hold office for one year terms; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next annual meeting at which the election of Directors is in the regular order of business and until his successor is elected or appointed and qualified. Directors may be elected to any number of consecutive terms.
To become a Director, a person shall be nominated by at least two Directors and elected by a plurality of the Board.
Section 4: Qualification of Directors.
Each Director shall be at least 18 years of age.
Section 5: Removal.
Any Director may be removed at any time for cause by a vote of Directors then in office at a regular meeting or special meeting of the Board called for that purpose.
Section 6: Resignation.
Any Director may resign from the Board at any time. Such resignation may be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time its receipt by the Corporation or the President. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
Section 7: Vacancies and Newly Created Directorships.
Any newly created Directorships and any vacancies on the Board arising at any time and from any cause may be filled at any meeting of the Board by a majority of the Directors then in office, regardless of their number. The Directors so elected shall serve until the next annual meeting at which the election of Directors is the regular order of business and his successor is elected or appointed or qualified. A vacancy in the Board shall be deemed to exist on the occurrence of any of the following:
- the death, resignation or removal of any Director;
- an increase in the authorized number of Directors by resolution of the Board;
- the failure of the Directors, at any annual or other meeting of Directors at which any one or more Directors are to be elected, to elect the full authorized number of Directors to be voted for that meeting.
Section 8: Meetings.
Meetings of the Board may be held at any place as the Board may from time to time fix. Meetings of the Board may also be held by conference. The annual meeting of the Board shall be held at a date, time and place fixed by the Board. Special meetings of the Board shall be held whenever called by the President of the Board or any Director upon written demand of not less than three Directors of the Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 9: Notice of Meetings.
Notice of each meeting of the Board shall be delivered to each Director by e-mail or fax at least five (5) days before the day on which the meeting is to be held. To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by e-mail, fax, or telephone no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours.
Section 10: Quorum.
Unless a greater proportion is required by law, the quorum shall be a majority of the entire Board.
Section 11: Voting.
Except as otherwise provided by law or these bylaws, at any meeting of the Board at which a quorum is present, the affirmative vote of a majority of the Directors present at the time of the vote shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. Any one or more of the Directors of the Board or any committee thereof may participate in a meeting of the Board or committee by means of telephone, video conference or similar communications equipment provided all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting.
Section 12: Compensation.
No compensation of any kind shall be paid to any Director for the performance of his or her duties as Director. This shall in no way limit the reimbursement of reasonable expenses incurred in connection with board service.
ARTICLE IV – OFFICERS, EMPLOYEES AND AGENTS
Section 1: Number and Qualifications.
The Officers of the Corporation shall be a President, a Secretary, a Treasurer and such other Officers, if any, including one or more Vice-President as the Board may time to time appoint. The President shall be a Director of the Corporation and shall not be an employee of the Corporation. The other Officers may, but need not, be Directors of the Board.
Section 2: Election and Term of Office.
The Officers of the Corporation shall be elected for a two year term at the annual meeting of the Board, and each shall continue in office unless his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.
Section 3: Employees and Other Agents.
The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities and duties.
Section 4: Removal.
Any Officer, employee or agent of the Corporation may be removed with or without cause by a vote of the majority of the Board.
Section 5: Vacancies.
In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board.
Section 6: President: Powers and Duties.
The President shall preside at all meetings of the Board and the Executive Committee. The President shall have general supervision of the affairs of the Corporation and shall keep the Board fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties usually incident to the office of the President and shall perform such other duties as from time to time may be assigned by the Board. The President is obliged to seek approval of the board in matters that materially affect the mission and goals of the corporation. He should also report periodically to the Board in writing or during a meeting about the activities of the corporation.
Section 7: Vice-President: Powers and Duties.
A Vice-President shall have such powers and duties as may be assigned to him or her by the Board. In the absence of the Vice-President the Vice-President in the order designated by the Board, shall perform the duties of the Vice-President.
Section 8: Secretary: Powers and Duties.
The Secretary shall keep the minutes of the annual meeting and all meetings of the Board in books provided for the purpose. He or she shall be responsible for the giving and serving of all notices of the Corporation, receiving the annual disclosure statements required by Article XII and shall perform all the duties customarily incidental to the office of the Secretary, subject to the control of the Board, and shall perform such other duties as shall from time to time be assigned by the Board.
Section 9: Treasurer: Powers and Duties.
The Treasure shall keep or cause to be kept full and accurate account of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all monies, evidences of indebtedness and other valuable documents in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. At the annual meeting, he or she shall render a report of the Corporation’s accounts in appropriate detail. Such report shall be filed with the minutes of the annual meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and whenever required by the Board, render a statement of the Corporation’s accounts and perform all duties incident to the position of Treasurer, subject to the control of the Board.
Section 10: Compensation.
Any Officer who is not a Director but is an employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation as an employee or agent when authorized by a majority of the entire Board, and only when so authorized.
ARTICLE V – COMMITTEES
A committee of the Board is one that shall have authority to bind the Corporation and shall be comprised of Directors and Members. There may be committees of the Board, as follows:
- Executive Committee.
An Executive Committee, which shall consist of at least three Directors, one of whom shall be the President of the Board, who shall act as chair of the Executive Committee. The other members of the Executive Committee shall be appointed by the President, subject to approval of the Board. The Executive Committee shall have all the authority of the Board except as to the following matters:
- the filling of vacancies on the Board or on any committee;
- the amendment or repeal of the bylaws or adoption of new bylaws;
- the amendment or repeal of any resolution of the Board;
- the fixing of compensation of Directors for serving on the Board or Committee.
- Finance/Fundraising Committee.
A Finance/Fundraising Committee which shall consist of at least three Directors, one of whom shall be the Treasurer. The other members of the Finance/Fundraising Committee shall be appointed by the President of the Board, subject to approval of the Board. The Finance/Fundraising Committee shall advise the Treasurer and the Board in regard to investments, fundraising, and general fiscal policy of the Corporation. The fundraising shall not be done in a way that compromises the autonomy and credibility of the Corporation or to influences its policies. And fundraising shall always comply with the laws of the United States of America.
- Audit Committee.
An Audit Committee comprised at least of three directors each of whom is an Independent Director as defined Article XIV Section 3. The members of the Audit Committee shall be appointed by the President of the Board, subject to approval of the Board. The Committee will annually review or retain an independent auditor and upon completion of the audit, review the results of the audit and any related management letter with the independent auditor.
- Other Committees of the Board.
The Board, by resolution adopted by a majority of entire Board, may establish and appoint other committees of the Board consisting of at least three Directors with such powers and duties as the Board may prescribe. The members of such committees shall be appointed by the President of the Board, subject to approval of the Board.
ARTICLE VI – ADVISORS AND COMMITTEES OF THE CORPORATION
Section 1: Powers.
The Board by resolution may appoint from time to time any number of persons as advisors of the Corporation to act either singly or as a committee or committees of the Corporation. Each advisor shall hold office during the pleasure of the Board and shall have only the authority or obligations as the Board may from time to time determine.
Section 2: No Compensation.
No advisor to the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.
ARTICLE VII – CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1: Checks, Notes and Contracts.
The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.
Section 2: Investments.
The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board may deem desirable.
ARTICLE VIII – BOOKS
There shall be kept at the Office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the certificate of incorporation, a copy of these bylaws, and all minutes of meetings of the Board.
ARTICLE IX – FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board.
ARTICLE X – INDEMNIFICATION AND INSURANCE
Section 1: Indemnification.
The Corporation may to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she or his or her testator was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
Section 2: Insurance.
The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interests of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.
ARTICLE XI – AMENDMENTS
These bylaws may be amended or repealed by the Members of the Corporation at a meeting duly called for the purpose of altering these bylaws. Any amendment or repeal of these bylaws is authorized only at a duly called and held meeting of the Members for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meeting set forth in Article I, Section 5 of these bylaws.
ARTICLE XII – NON-DISCRIMINATION
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by state or federal law.
ARTICLE XIII – REFERENCE TO CERTIFICATE OF INCORPORATION
Reference in these bylaws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted by these bylaws. In the event of a conflict between the Certificate of Incorporation and these bylaws, the certificate of Incorporation shall govern.
ARTICLE XIV – DEFINITIONS
Section 1: Affiliate.
An affiliate of the Corporation is a person or entity that is directly or indirectly through one or more intermediaries, controlled by, in control of, or under common control with the Corporation.
Section 2: Financial Interest.
A person has a Financial Interest if such person would receive an economic benefit, directly or indirectly, from any transaction, agreement, compensation agreement, including direct or indirect remuneration as well as gifts or favors that are not insubstantial or other arrangement involving the Corporation.
Section 3: Independent Director.
A member of the Board of Directors (the “Board”) who:
- Has not been an employee of the Corporation or an Affiliate of the Corporation within the last three years;
- Does not have a Relative who has been a Key Employee of the Corporation or an Affiliate of the Corporation;
- Has not received and does not have a Relative who has received more than $10,000 (ten thousand dollars) in compensation directly from the Corporation or an Affiliate of the Corporation in any of the last three years (not including reasonable compensation or reimbursement for services as a Director, as set by the Corporation;
- Does not have a substantial Financial Interest in and has not been an employee of, and does not have a Relative who has a substantial Financial Interest in or was an Officer of, any entity that has made payments to or received payments in excess of $10,000 (ten thousand dollars) from, the Corporation or an Affiliate of the Corporation;
- Is not in an employment relationship under control or direction of any Related Party;
- Does not approve a transaction providing economic benefits to any Related Party who in turn has approved or will approve a transaction providing economic benefits to the Director.
Section 4: Key Employee.
A Key Employee is a person who is, or has within the last five years, been in a position to exercise substantial influence over the affairs of the Corporation. This includes, but is not limited to:
- Voting members of the Board;
- Presidents, chief executive officers, chief operating officers or employee of any other title with similar responsibilities;
- Treasurers and chief financial officers or employee of any other title with similar responsibilities; or
- A “highly compensated “ employee, within the meaning of Section 4958 of the Internal Revenue Code and guidance issued by the Internal Revenue Service, who is in a position to exercise substantial influence over the Center.
Section 5: Related Party.
Persons who may be considered a Related Party of the Corporation or an Affiliate of the Corporation under this Policy include:
- Directors, Officers, or Key Employees of the Corporation or an Affiliate of the Corporation:
- Relatives of Directors, Officers, or Key Employees;
- Any entity in which a person in (i) or (ii) has a 35% or greater ownership or beneficial interest or, in the case of a partnership of professional corporation, a direct or indirect ownership interest in excess of 5%;
- Founders of the Corporation;
- Substantial contributors to the Corporation (within the current fiscal year or the past five fiscal years);
- Persons owning a controlling interest (through votes or value) in the Corporation;
- Any non-stock entity controlled by one or more Key Employees.
Section 6: Relative.
A Relative is a spouse, ancestor, child (whether natural or adopted), grandchild, great grandchild, sibling, (whether whole or half blood), or a domestic partner as defined Section 2994-A of the New York Public Health Law.
Section 7: Kashmir.
Kashmir in these bylaws means the geographical area of Kashmir as it existed on August 15, 1947.