|A K Dayal||Member|
Where as a number of people and families of Asian origin and heritage from India and around the world have become residents of Charlotte, NC.
Be it resolved that a secular organization be formed to preserve the culture and heritage of India, to foster friendship and unity among community members and cooperation with other similar organizations, to advance the educational, cultural and charitable interests of the community and to represent the community in Charlotte, NC. This shall be a not-for-profit, non-religious, and non-political cultural organization.
ARTICLE_I-NAME AND OFFICE
1.1 The name of this organization shall be the India Association of Charlotte, henceforth referred to as “IAC”.
1.2 IAC has been registered as a not-for profit Corporation in the State of North Carolina.
1.3 IAC’s principal office address is: IAC, 3212 Devon Croft Ln., Charlotte, NC 28269-9746
1.4 IAC’s principal office may be changed by 2/3 majority of the IAC Board and/or as may be required by law.
ARTICLE_II - PURPOSE/OBJECTIVES
2.1 IAC shall be operated exclusively for educational, cultural and charitable purposes to provide, but not be limited to, the following:
2.1.1 To preserve, stimulate and advance cultural and heritage values of people of Asian-Indian origin.
2.1.2 To promote and organize cultural, educational and charitable activities beneficial to
the members of the Indian community and the community at large.
2.1.3 To educate the community at large about India’s diversity, its heritage and cultural values for a better understanding and appreciation of that cultural diversity.
2.1.4 To encourage, sponsor and/or support community service and charitable activities in Charlotte, India and elsewhere.
2.1.5 To work with other Asian-Indian community organizations, Asian-Pacific and other ethnic and community organizations on issues of common interest.
2.1.6 To maintain liaison with other organizations of similar interests in other parts of NC.
2.1.7 To raise awareness of the Indian American community and its contributions in professions, academia, business, and in other matters of public service.
3.1 IAC shall be governed by its Constitution and these Bylaws. If a conflict arises in the interpretation of these, the ambiguity shall be resolved by the Board by simple majority.
3.2 To carry out the purposes described in Article II, IAC shall have the right to enter into contracts, including leases, to receive, hold, use, disburse and dispose of all money and property of every name and nature donated, bequeathed, devised, conveyed or transferred to it, and to do and perform any and all acts necessary or incidental to the carrying out of such purposes.
3.3 IAC shall not be operated for profit nor shall any of its funds be distributed, in the form of dividends or otherwise, to any member nor be donated to a corporation or an association organized for pecuniary profits.
ARTICLE_IV - MEMBERSHIP
4.1 Membership: Active membership shall consist of the board of directors. IAC welcomes and in fact depends on a large number of nonvoting volunteer members who are passionate about giving of their time and talent to further IAC’s core mission.
ARTICLE_V - BOARD OF DIRECTORS
5.1 Board role, size, and compensation: The Board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to its staff and special committees. The board shall have no fewer than 8 members, 5 of these shall be Life Members and the rest shall be Guest Members.The board members will receive no compensation other than reimbursement for any actual expenses incurred.
5.2 Terms: Life Members (AK Dayal, Amit Parikh, Guna Kommareddi, Toni Sawhney, and Lal Vishin) shall serve as permanent members of the board. Any of these members can choose to get off the board at their own request. They can also be asked to get off the board, based on evidence of sustained lack of active involvement and contribution to the objectives of IAC, by a two-third vote of the remaining board members. The Guest Board members shall serve 3 year terms but are eligible for re-election for up to 3 consecutive terms.
5.3 Meetings and notice: The board shall meet at least two times a year. Each board member shall be notified in advance about the meeting in writing.
5.4 Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Guest Board Members to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the Board, called in accordance with the provisions of these bylaws.
5.5 Election procedures: Guest Board members shall be elected by a majority of Board Members present at such a meeting, provided there is a quorum present. Members so elected shall serve a term beginning on the first day of the next fiscal year.
5.6 Quorum: For business transactions to take place and motions to pass, a quorum will be considered established when at least one more member than one half of the board members are present.
5.7 Vacancies: When a vacancy on the board opens up mid-term, the secretary must receive nominations for new members from present Board Members two weeks in advance of a board meeting. These nominations shall be sent out to Board Members with the regular board meeting announcement and will be voted upon at the next board meeting. These vacancies will be filled only through the end of the particular Board Member's term.
5.8 Resignation, termination, and absences: Resignation from the board must be submitted in writing to the secretary. A board member shall be removed from the board due to lack of sustained active involvement and contribution to the objectives of IAC, by a two-third vote of the remaining directors.
5.9 Special meetings: Special meetings of the board shall be called upon at the request of the President, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each Board Member at least two weeks in advance.
ARTICLE_VI - OFFICERS
6.1 The key officers of IAC shall be President, VicePresident, Secretary and Treasurer. All officers shall be elected by the Board. Any number of offices may be held by the same member, with the exception of the position of President.
6.2 President: The President shall be the chief executive officer of IAC and in consultation with other Board Members shall determine the general direction of the affairs of IAC. The President will oversee the functioning of IAC’s officers and committees. The President shall convene regularly scheduled board meetings and shall preside or designate another member of the board to preside at these meetings. He/she shall from time to time, report to the members and to the full board, any matter of interest; shall sign and execute in the name of IAC all contracts or other instruments authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated or permitted by the Board or by these Bylaws to some other officer or agent of IAC. The immediate past-President being a life member shall continue on the Board, till he/she chooses to leave the board; or asked to leave based on evidence of sustained lack of active involvement and contribution to the objectives of IAC, by a two-third vote of the remaining board members.
6.3 Vice President: The Vice President shall exercise the powers and perform all the duties of the President in the absence of the President. The Vice President shall preside over committees on special subjects as designated by the board. It is expected that the Vice President will be a candidate for the office of President if/when that vacancy becomes available.
6.4 Secretary: The Secretary shall be responsible for keeping records of board actions, including, but not limited to, overseeing the taking of minutes at all board meetings, circulating copies of meeting minutes and the agenda to each Board Member, and assuring that corporate records are maintained.The Secretary shall give notices of meetings to the Board Members, as prescribed in these bylaws, and to Committee Chairpersons as requested by the President.
6.5 Treasurer: The Treasurer shall receive all funds, including donations, sponsorship fees, charges, and other assessments and shall deposit such funds in the name of IAC in banks or other depositories. He/she shall disburse funds only as authorized by IAC board, keep appropriate records of receipts and expenses and, when requested, make available such records within a reasonable time to any member of the Board. The Treasurer shall make a full financial report at the annual meeting of IAC. In addition, the Treasurer shall complete, execute and file any statements or returns incidental to federal or local taxation. The Treasurer shall also prepare and present an annual financial statement to the board. The Treasurer shall be authorized to sign checks on behalf of IAC. The treasurer shall present a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, develop and present formal financial reports and make any financial information available to Board Members or the public, as requested.
ARTICLE _VII- COMMITTEES
7.1 Establishment: The Board may establish as many committees from volunteers as deemed necessary, to carry out IAC initiated projects. The board may alter, revamp or discontinue any committee within the purview of the bylaws.
7.2 Membership: Membership of each committee shall be reviewed and approved by the board as required. Each committee chairperson shall be a volunteer IAC member in good standing.
7.3 Vacancies: Whenever any member refuses an appointment to a committee or whenever there is a vacancy on any committee by resignation or otherwise, the President shall, with the approval of the Board, and in consultation with the Chairperson of that committee, appoint another member to such committee.
7.4 Removal: Any committee member appointed may be removed by the President at the request of that committee Chairperson; with advice and consent of the Board.
7.5 Operational Committees:
7.5.1 Festival of India Committee - The board will nominate a candidate for the position of Chair of the Festival of India, entrusted with driving the execution of the upcoming Festival of India. He/she will then present a full team of leaders to drive different segments of the festival for the full board to approve. The term of this Chairperson will be limited to two consecutive years.
7.5.2 Disha Committee - The board will nominate a candidate for the position of Chair of the Disha Initiative, entrusted with driving the execution of the philanthropic initiatives in support of social causes in India and around Mecklenburg County. He/she will then present a full team of leaders to drive different aspects of the initiatives for the full board to approve. The term of this Chairperson will continue till such time as a request is made to change it. Any NGOs to be supported by the fund raising from this team will be subject to approval by the board.
7.5.3 AdHoc Cultural Committee(s) - The board gets frequent requests to collaborate with other entities (e.g.: Mint Museum, CMS Schools, Girl Scouts etc.) for cultural events/activities. The board once having made the decision to support an initiative, will nominate a candidate for the position of Chairperson, entrusted with driving that initiative to a satisfactory conclusion. He/she can leverage other IAC resources in support of that endeavor; and this committee will cease to exist once the particular initiative has been completed.
ARTICLE_VIII - FINANCE
8.1 The fiscal year of IAC shall be the calendar year ending on December 31.
8.2 IAC shall have no capital stock, either authorized or issued.
8.3 IAC shall have the right to enter into contracts, including leases, to receive, hold, use, disburse and dispose of all money and property of every name/nature donated, bequeathed, devised, conveyed or transferred to it, and to do and perform any and all actions necessary or incidental in order to carry out its purpose as described in Article II.
8.4 All members of IAC board and its Committees are honorary, serving on a voluntary basis without any compensation. IAC will, however, reimburse for approved out of pocket expenses incurred on behalf of IAC for its activities, on submitting actual expense receipts to the Treasurer.
8.5 No funds shall be disbursed nor liability incurred on behalf of IAC by any member, committee, officer, or Board Member unless and until such disbursement or liability has been previously authorized by the board.
8.6 IAC board, and any authorized Officers appointed by the IAC Board shall not be personally liable to any extent whatsoever for the obligations of IAC.
8.7 The board may raise additional funds from the community or from other sources as may be deemed appropriate to meet the objectives of IAC.
8.8 The board or its officers shall not at any time authorize an expenditure that exceeds the available net assets of IAC.
8.9 Donations received for a specific purpose, including any income from the investment of the funds received, shall be used for the same specific purpose.
8.10 Any endowment funds received by IAC shall remain inviolate and in perpetuity until the dissolution of IAC. The income from the investment of such fund may be used for the activities of IAC. Furthermore, if the fund has been endowed for a specific purpose, its income shall be used only forthat specific purpose.
8.11 The treasurer shall sign all financial documents as necessary and shall maintain effective control to protect all financial accounts and documents. Payments on behalf of IAC shall be made only by checks. No checks will be issued as pay to the order of cash, i.e., for cash withdrawal. Only the treasurer shall sign all checks for routine pre-approved regular expenses, if any. All other checks should follow the following approval signature protocol.
- Up to $2,000, by the Treasurer
- $2,001 - $10,000, by the Treasurer and the President
- $10,001 and above, by the Treasurer and the Board
ARTICLE_IX- GRANT MAKING
9.1 The making of grants/contributions and otherwise rendering financial assistance to meet IAC objectives defined under Article II shall be within the exclusive power of the IAC board.
9.2 In furtherance of IAC objectives, the board shall have power to make grants to any organization established and operated exclusively for charitable, scientific or educational purposes within the sense of Section 501(C)(3)of the code.
9.3 IAC Board shall review all requests for funds from other organizations, shall require that such requests specify the use to which the funds will be put, and if the board approves the request, shall authorize payment of such funds to the approved grantee.
9.4 The Board shall require that the grantees furnish a periodic accounting to show that the funds were being expended for the purposes approved by the Board.
9.5 The Board may, in its absolute discretion, refuse to make any grants or contribution or otherwise refuse to render financial assistance to or for any and all purposes for which funds are requested.
9.6 The Board shall at all times have the right to withdraw approval of the grant and use the funds for other purposes.
9.7 IAC may refuse to accept contributions so earmarked that they must in any event go to a foreign organization which is not acceptable or approved by US Government to maintain 501 (C)(3) status or which does not further the spirit, mission and objectives of IAC.
ARTICLE_X - AMENDMENTS
10.1 These bylaws may be amended when necessary by two-third majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
ARTICLE _XI - TAX EXEMPTION
11.1 IAC is organized exclusively for charitable, educational, and cultural purposes, within the sense of Section 501(C)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States.
11.2 No substantial part of the activities of IAC shall entail the carrying on of propaganda or otherwise attempting to influence legislation, and IAC shall not participate in nor intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office.
11.3 Notwithstanding any other provisions of these Articles, IAC shall not carry on any other activities not permitted to be carried on: (a) by an Organization exempt from the Federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States tax laws or (b) by an Organization, the contributions of which are deductible under Section 170(C)(2) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States tax laws.
11.4 IAC has been registered as an IRS Non Profit with federal EIN: 56-1907586
11.5 IAC has been registered in NC as Non Profit with SOS ID: 1706799
11.6 IAC has acquired a state Charitable Solicitation License by the NC Dept of Secretary of State
11.7 IAC has been registered within Dun & Bradstreet database and the DUNS/File #:106930527
11.8 IAC has been registered within Experian Credit Bureau under Experian #:734663920
12.1 The notice to consider dissolution of IAC shall be submitted at least six (6) weeks in advance of the date of a meeting of the board called for the purpose.
12.2 Dissolution shall require a two-third majority vote of the board.
12.3 Upon dissolution of IAC, the Board shall, after paying or making provision for the payment of all the liabilities of IAC, dispose of all the assets of IAC to such organization or organizations established and operated exclusively for charitable, educational, or cultural purposes, as shall at the time qualify as tax-exempt under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Code of Ethics
The members of the Steering Committee of the India Association of Charlotte have adopted this conflict-of-interest policy.
The members of the committee and any surrogates working at their behest for any initiative driven by the India Association of Charlotte shall avoid conflicts of interest and any conduct that may suggest the appearance of impropriety in the disbursement of any IAC funds.
If a potential conflict of interest arises, the committee member or their surrogates working at their behest, must disclose the potential conflict to the entire committee.
Further, they shall not vote on nor participate in the solicitation, negotiation, formation, award, arbitration, modification, or settlement of any contract or grant involving any IAC funds or any dispute arising under such contract or grant when the committee member or their surrogates stand to benefit, either directly or indirectly, from such contract or grant.
A Committee member or any surrogate is not deemed to benefit directly or indirectly from a contract or grant involving any IAC funds if he or she receives reimbursement for any approved expenses incurred in the normal course of working on any India Association of Charlotte initiatives.
All committee members and implementation teams are informed of this policy on an annual basis.
Non Profit 501 (3) (c) Status