Governance

The name of the association shall be Indian Association of Merrimack Valley, herein after referred to as the Association.

The Association shall primarily be a cultural, educational and charitable organization. The purpose of the Association shall be to encourage those people with ancestral origin in India or people who are otherwise interested in India, to form an effective and cohesive group with the objective of retaining, felicitation and fostering the cultural heritage of India, including ethnic arts, languages and religions of its people. The Association shall add to the richness of the cultural diversity of the region and shall become a window into the cultural heritage of India for the local community. The Association shall be non-political and non-sectarian. It shall not subscribe to any one religion and shall not discriminate against any person because of his or her religious beliefs or ethnic background.

The Association shall be charitable and non-profit. Its income shall be derived from the membership dues, from charitable donations and grants from members, corporations, and other friends of the Association, from investments, and from various other functions and fund raising events.

The membership of the Association shall be open to any person, 18 years or older, who is committed to the AssociationÕs purpose and objectives and is willing to abide by its constitution and Bylaws.

The membership of the Association shall be open to any person who meets the requirements outlined in 1.2 and 1.4.

All members shall have the right to participate in AssociationÕs affairs, attend General Body Meetings, cast ballots, and contest for an office of the Association, subject to certain restrictions and eligibility criteria set in the Bylaws of the Association.

The Bylaws of the Association may define categories and types of membership and may set criteria for valid membership.

The General Body of the Association shall consist of all active members of the Association.

The General Body shall have the power to elect or dismiss the Executive Committee and the Board of Trustees, elect or dismiss any member of the Executive Committee or the Board of Trustees or any other Committee or subcommittee of the Association. It shall have power to make specific recommendations to the Executive Committee. It shall have the power to change the provisions of the AssociationÕs constitution and Bylaws and the power to dissolve the Association. The General Body shall exercise these powers according to the procedures outlined in this constitution.
The calendar year of the Association will run January 1st through December 31st each year.

The Annual General Body Meeting of the Association shall be held once a year with two-week advance notice. It should be held on or before December 15th. The business carried out at the Annual General Body Meeting may include the election of the Executive Committee, members of the Board of Trustees, review of the AssociationÕs activities, financial status and any other matter related to the Association.

If extenuating circumstances prevent holding of the Annual General Body meeting in December, then by approval of the Board of Trustees, the Annual General Body Meeting may be advanced or postponed by no more than 60 days. However, the date of the advancement or postponement of meeting shall be announced by the Chairman of the Board of Trustees.

A special General Body Meeting to discuss a particular special agenda may be called by a majority vote of the Executive Committee or by a majority vote of the Board, or by a written petition signed by at least 1/3 of the active members of the Association. The President shall call the special General Body Meeting within four weeks from the date such request is received.

The quorum of the General Body Meeting shall consist of 1/3 of the dues paying members, physically present at the meeting or represented by proxy. A simple majority vote of all present in the meeting shall be used for passage of all transactions except those specified explicitly.

If a General Body Meeting fails to achieve the quorum then any transactions that are essential for the normal and routine functioning of the Association may be approved by a majority vote of all present in the meeting and with a subsequent approval by a majority vote of the members of the Board.

The motions to amend the constitution or to dismiss the Executive Committee shall require an affirmative vote of 2/3 of the vote of the members and the Board of Trustees present at the time of the motion is being considered.

The motion to change the Bylaws of the Association shall require 2/3 of the vote of the members and the Board of Trustees present at the time of the motion is being considered.

The Executive Committee of the Association shall be an elected body of members entrusted with the task of organizing and carrying out all necessary activities and functions to fulfill the mission, goals and objectives of the Association.

The Executive Committee shall be responsible for developing and managing the financial and membership resources of the Association. It shall be responsible for planning and executing Association’s programs. It shall formulate policies and procedures for the Association. It shall work along with the Board in formulating the long-range development plans for the Association.

The Executive Committee shall consist of President, a Vice-President, a Treasurer, a General Secretary, and other elected members as designated by the Bylaws of the Association.

The President of the Association shall be the head of the Executive Committee. The Executive Committee members shall be jointly and individually responsible for the successful and orderly conduct of Association’s activities and programs.

The Executive Committee shall have the power to appoint standing Committees, subcommittees and ad-hoc Committees to help it carry out variety of tasks, functions and initiatives of the Association. The Executive Committee shall also have power to dismiss or reconstitute such Committees partially or entirely.

The Bylaws of the Association may further specify the term, roles and responsibilities and the eligibility criteria for the members of the Executive Committee.

The Board of Trustees, herein after referred to as the Board, shall be the elected body of members entrusted with the task of protecting and preserving the Association, and ensuring that the Association functions according to the provisions of its constitution and Bylaws. The Board shall not have day-to-day executive responsibility but shall exercise an overseeing and advisory role over the Executive Committee. The Board shall have the power to initiate a motion to dismiss the Executive Committee under extenuating circumstances following the procedures outlined in this constitution if the Executive Committee fails to maintain and carry forward fundamental purpose of the Association.

The Bylaws of the Association shall define the composition, term and the process of electing the Board members and may further specify the roles and responsibilities of the Board and the qualifications for the Board members.

The Board shall be responsible for creating and maintaining an up-to-date Association’s Assets Dispersion Plan. This plan shall be used for an orderly disposal of all Association’s assets in the event General Body passes a motion to dissolve the Association. The Board shall be responsible for keeping the plan current by making periodic updates and obtaining the approval of the General Body after each update.

The election of all elected office bearers of the Association shall be held during the Annual General Body Meeting.

Bylaws of the Association shall make provision for election & a Nominating Committee, which shall be responsible for an orderly conduct of the election process.

The election date shall be announced at least two weeks in advance. The Nominations for all office bearer positions open for election shall be submitted to the Nominating Committee at least one week prior to the election date.

The nominating Committee shall submit a slate of the office bearers to the General Body on the day of election.

The voting shall be done by a secret ballot for positions receiving multiple nominations.

If the General body meeting fails to achieve the quorum, the election of the office bearers may be completed by a majority vote of the members present at the meeting and shall be validated by the majority vote of the Board of Trustees. If this process fails to complete an election process, Board of trustees will have 90 days to organize another election. In the mean time, the existing executive committee continues.

The income of the Association shall be derived from sources outlined in Section 1.3.

The Association’s funds shall be maintained as follows:

General or Unrestricted Funds: These funds may be utilized to fund Association’s day to day activities or any purpose necessary for fulfilling the goals and objectives of the Association. Up to 70 percent of the collected annual membership dues may be used for conducting cultural functions.

Restricted Funds: These funds may be used only for the purpose for which they are collected. A subcommittee appointed by the Executive Committee may oversee these funds. The Executive Committee shall duly consider the recommendations of such subcommittee at the time of dispersing the funds.

Endowment Funds: These funds may be created to provide a long term financial strength to the Association. Each endowment fund shall be maintained in a separate investment account. Only the interest income of the fund may be accessed for the purposed specified by the endowment donors. The interest income of the endowment funds without restrictions may be accessed for the general support of the Association’s activities. Only under extenuating circumstances, following the recommendation of the Executive Committee, the Board of Trustees by a majority vote may authorize the use of a portion or the whole endowment fund for supporting the Association.

The Executive Committee shall present a written Annual Financial report to the members during the annual General Body Meeting.

If the Association ceases to function or if the Executive Committee and the Board of Trustees feel that the Association is no longer able to fulfill its original goals and objectives outlined in this constitution (article 1.2) then the Executive Committee may recommend to the Board of Trustees to dissolve the Association.

The Chairman of the Board is obligated to call a special General body meeting within 90 days after receiving written request from the Executive Committee.

A motion for the dissolution of the Association shall be placed before the General Body. If the motion is passed by a 2/3rd-majority vote of all active members of the Association then the Association shall be dissolved.

Immediately following the dissolution of the Association, the Executive Committee was as well as the General Body shall be disbanded. The Board of Trustees however, shall continue to function for a period of 60 days. During this period it shall payoff all liabilities of the Association from the Association’s assets and shall disperse any remaining assets according to the Asset Dispersion plan previously approved by the General Body.

The rules contained in the edition of the “Robert’s Rules of Order. Newly Revised,” in effect at the time, shall govern conduct of all meetings of the Association in all cases where they are applicable and in which they are not inconsistent with the Constitution and the Bylaws of the Association or with the Laws of the State of Massachusetts.

The membership of the Association shall fall in three categories, namely, General Member, Life Member, and Honorary Member.

Each General Member shall pay the membership dues annually. Annual membership of IAMV will be from January to December.

The General Membership shall have four membership grades.

Family Membership: An individual living with his/her spouse, unmarried full time student dependent children and dependent parents. This membership shall entitle all members qualified in the foregoing list to participate in the Association’s functions and enjoy all privileges except the voting right. The voting right shall be limited to the member and his/her spouse. If other members in the family over 18 years of age desire to have voting rights, then they may register with the Association as Associate Members.

Any individual or a family may become a Life Member of the Association by paying one time Life Membership dues.

The Life Membership category shall also have the four membership grades recognized in Section 1.2, Item 3 of these Bylaws.

The Executive Committee may confer an Honorary Membership upon any distinguished individual who shares the goals and aspirations of the Association and who may have helped the Association in an extraordinary way.

Honorary Members shall not be assessed for regular membership dues. They may attend Association functions and meeting but shall not have the right to vote.

The Executive Committee shall have the power to decide on the appropriate dues for the different categories of the membership.

As per the provisions of the Association Constitution Section 4.3, the Executive Committee shall consist of the minimum of the following five members:

(1) President, (2) Vice-President, (3) General Secretary, (4) Treasurer, and (5) Cultural Secretary

The term of the Executive Committee shall be for two years. A member of Executive Committee may not serve more than two consecutive terms in the same post.

Eligibility: A person nominated for a post in the Executive Committee shall be a dues paying member of the Association for at least one full year prior to the election date. In addition, a person nominated for the position of the President shall meet the following requirements:

Two years experience as a member of the Executive Committee or as member of the Board of Trustees or as a chairperson of a Committee or a subcommittee of the Association.

President: The President of the Association shall be the Chief Executive Officer of the Association. He/she shall convene, conduct and preside over the Association’s functions. The General Body Meetings and the Executive Committee Meetings. He/She shall ensure that the decisions of the Executive Committee are implemented in a timely manner. Upon request, he/she shall periodically brief the Board of Trustees about the status of the Association.

In addition, the president develops yearly budgets and present to the board by 31st December for approval. Incorporates recommendations from the board to finalize the budget. The budget must be finalized by January 31 of the calendar year. The newly elected committee shall be involved in the preparation of the budget, if applicable.

Annual financial summary report to be published on the IAMV web site and paper copy distributed at the Diwali program.

Vice President: The Vice President shall assist the President in carrying out his/her responsibilities. He/she shall perform the duties of the President when the President is absent.

General Secretary: General Secretary shall be responsible for sending out notices of the Executive Committee meetings and keeping the minutes of the Executive Committee and General Body Meetings. He/She shall be responsible for all correspondences of the Association. He/she shall assist the President in coordinating the activities of the Executive Committee. He/she shall perform the duties of the President / Vice President when the President / Vice President is absent. He/she will be responsible for sending out notices of membership renewals.

Treasurer:

a. Shall receive all funds, including dues, fees, charges and other assessments and shall deposit such funds in the name of the association in banks or other depositories.

b. All bills in the name of the Society shall be submitted to the Executive committee within two weeks of the receipt of the bill. All expenses incurred for the Society shall be discussed during the monthly meeting of the Executive Committee and only then the Treasurer or the President shall be authorized to pay the bills.

c. Shall disburse funds only as authorized by the (1) Signature authority identified in 11.3.4.i, and (2) Association's Board of Directors, shall keep appropriate records of receipts and expenses, and shall exhibit such records at all reasonable times to any of the Board of Directors.

d. Shall receive membership dues, and maintain membership roster. Also, works with the General Secretary to send out the membership due notices.

e. Shall complete, execute and file any statements or returns incidental to federal or local taxation.

f. Shall prepare and present financial statements at the Board of Director's and General Body Meetings, or as directed by the Board.

g. Shall facilitate an audit of accounts by independent auditors or by the audit committee.

h. Shall maintain an up to date list of the assets of the society.

i. The association checks must be signed by two elected members of the executive committee - the treasurer, the president, the vice president, the secretary, listed in order of preference.

j. Shall format the accounting spreadsheet to include budget vs. actual for each program/function.

k. Shall present account to the board/executive committee within four weeks of the program.

l. Shall reconcile bank statement and check book, on a monthly basis.

m. Shall maintain receipts for all expenses.

n. Shall maintain back-up records - hard and electronic copy, if possible.

Cultural Secretary: Cultural Secretary shall take the initiative and leadership in formulating and organizing the cultural activities and programs of the Association. He/she shall also be responsible in coordinating any outside programs sponsored by the Association.

Over and beyond the specific responsibilities listed above, each member of the Executive Committee shall also carry out any additional duties delegated to him/her by the Executive Committee or by the President.

The Executive Committee shall meet at least once every quarter. The business conducted in the meeting may include review and planning of the Association activities, review of financial status and authorization of payments of the outstanding bills of the Association.

In case of an emergency the President may use telephone consultations with members of the Executive Committee, in lieu of an Executive Committee Meeting. Full transcript of such discussions and decisions made shall be documented and included as part of the minutes of the subsequent meeting of the Executive Committee.

The quorum of the Executive Committee shall consist of at least four members. A simple majority vote of all present in the meeting shall be used for the passage of all transactions.

The Executive Committee may request the Board of Trustees to send one of its members to attend the Executive Committee meeting to represent the Board. The Executive Committee may also call upon the chairpersons of the Association’s Committees and subcommittees to brief the Executive Committee about the status of their respective activities.

As per the provisions of the Association Constitution Section 5.2, the Association’s Board of Trustees, referred hereafter as the Board, shall consist of five members.

The General Body during the Annual General Body Meeting shall elect each member on the Board.

The tenure of a Board member shall be for four years. A retiring member may be nominated once for re-election to the Board. No member can serve more than two consecutive terms.

Eligibility: A person nominated to the Board of Trustees shall be a due-paying member of the Association for at least four years. The nominee shall be of good standing in the Association and shall have shown dedication and strong support towards the success of the Association. The nominee shall be well versed in the Association’s affairs and shall show capacity to protect and preserve the Association and its Constitution and Bylaws.

The Board shall oversee the performance of the Executive Committee and shall not indulge in routine executive tasks, which are responsibilities of the Executive Committee.

The Board shall ensure that the provisions of the Association’s constitution and Bylaws are upheld and that the goals and objective of the Association are fulfilled.

The Board shall oversee the asset management of the Association, help raise funds for the Association.

The Board shall take initiative and play a leadership role in planning and formulating long tern strategies for the Association.

In the event the Executive Committee fails to function according to the provisions of the Association’s constitution; the Board may initiate a motion to dismiss the Executive Committee in accordance with the procedures outlined in the constitution.

In the event that the General Body dismisses Executive Committee, the Board shall assume the responsibilities of the executive function for the Association until such time, not exceeding 90 days, as the new Executive Committee is elected.

The board of trustees is responsible to define the bylaws and the necessary details to develop the procedures for nominations and elections committee.

It is the responsibility of the board to review and approve yearly budget presented by the president.

The Board shall select one of their members as the chairperson of the Board within 30 days after each new election

A retiring chairperson of the Board shall also be replaced within 30 days.

The Board shall meet at least three times a year. Quorum for the Board meeting shall be 3 members. Simple majority vote shall be used to pass all normal transactions, except those identified in the Constitution and the Bylaws as requiring Board approval; such transaction shall require majority vote of the full Board.

The chairperson of the Board shall delegate one of the members of the Board to represent the Board during the Executive Committee meetings. This member shall attend the Executive Committee meetings in advisory capacity but may not vote in the Executive Committee meeting.

To stay abreast of the Association’s activities and perform its overseeing function, the Board may call a joint meeting with the Executive Committee or ask the President of the Association to brief the Board at its meeting. After each such meeting the Board shall submit written comments and recommendation to the Executive Committee.

Under the provision of the Association’s constitution Section 4.5, the Executive Committee may set up subcommittees to assist it in carrying out various routine tasks of the Association or to undertake specific special projects.

The Executive Committee shall nominate the chairperson of such subcommittee, and the chairperson in consultation with the Executive Committee may appoint two to six other members. Executive Committee shall assign one of its members as the person responsible for overseeing the activities of the subcommittee and facilitating a two-way link between the Executive Committee and the subcommittee.

The Executive Committee may assign to the subcommittee the specific goals and tasks to be accomplished and may lay down minimum operational procedures and framework to monitor the progress and ensure that the assigned mission is completed successfully.

Within thirty days after the subcommittee is formed, the subcommittee shall prepare a charter statement and obtain the Executive Committee’s approval of the same. The charter statement shall include all applicable items from the following: a) subcommittee name, b) name of the members and the chairperson, c) goals/objectives, and list of major tasks, d) Mode of operation, such as frequency of meetings, reports, e) Sunset clause or the date when the subcommittee is to be disbanded.

All members of the subcommittees shall be responsible for carrying out the mission assigned to it in an organized and orderly manner. The subcommittee shall operate only within the framework of its charter.

The chairperson shall be responsible for maintaining minutes of the subcommittee meetings and copy the same to the President. He/She shall periodically report the status to the Executive Committee.

The Executive Committee shall have the power to dismiss or reconstitute the subcommittee in its entirety.

The term of such subcommittees shall expire with the term of the Executive Committee. The new Executive Committee may re-appoint and reconstitute the subcommittee for on-going continuous missions or tasks needing completion.

Executive committee and Board of Directors shall create new by Laws as per need, e.g., India Center, Community Center, etc., and have those approved by the general membership in a General Body Meeting.

The Nominating Committee shall be responsible for an orderly conduct of the Association’s elections in accordance with the provisions of the Association Constitution and Bylaws. It shall be responsible for soliciting nominations for all the open positions for elections after the defined process is executed and no nominations are received. It shall prepare and present a slate of candidates to the General Body Meeting.

The nominating committee shall comprise of three members.

The term of the Committee shall be two years.

The chairperson of the Committee shall meet with the Executive Committee at least three months before the elections to prepare and plan the election process, including the process of collecting nominations.

The committee shall send out election notices with available positions in the executive committee as well as Board of Directors with appropriate qualifications and clearly indicated deadline for submission of the names of the nominees.

If number of nominations exceed the needed nominations for any given position, then the elections will be held using the procedure described below. However, if nominations are insufficient for any given position(s), there will be no elections and the Executive committee and / or Board of Directors shall nominate a candidate.

The chairperson of the Committee shall preside over the election process. In case the chairperson is unable to carry this task, then the chairperson shall appoint one of the other members of the Committee to preside over the election process.

The Committee shall not nominate one of its members to any position. In case of a conflict of interest, the Committee member shall first resign from the Committee.

In the event of a grievance or complaint, a member may write to the President of the Association. The Executive Committee shall review and respond to such complaints within 30 days of the receipt.

In the event of dispute with Executive Committee, a member may write to the chairperson of the Board of Trustees. The Board shall then try to resolve the dispute in an expeditious manner.

In the event of a dispute amongst/between the Executive Committee and any of the Association’s Committees or subcommittees, or individual members in such Committees, the aggrieved party (ies) may write to the chairperson of the Board of Trustees. The Board shall then mediate in such cases and shall try to resolve the dispute in an expeditious manner. The Board is the final arbitrator and its decision is binding to all party (ies) involved in the dispute.

The items not covered in the above constitution shall become the final authority of the board.