TELANGANA ASSOCIATION OF GREATER SAN ANTONIO
A Texas Non-profit Corporation
ARTICLE I: NAME AND OFFICE. 3
1.01 Name. 3
1.02 Principal Office. 3
1.03 Change of Address. 3
ARTICLE II: PURPOSES AND POWERS. 3
2.01 Purpose. 3
2.02 Powers. 4
2.03 Nonprofit Status and Exempt Activities Limitation. 4
ARTICLE III: MEMBERSHIP. 5
3.01 Membership. 5
3.02 Qualification of Members. 5
3.03 Admission of Members. 5
3.04 Fees and Dues. 5
3.05 Number of members. 5
3.06 Membership Book. 5
3.07 Non-liability of Members. 5
3.08 Non-transferability of memberships. 5
3.09 Termination of Membership. 5
ARTICLE IV: EXECUTIVE COMMITTEE. 6
4.01 Number of members in Executive Committee. 6
4.02 Powers. 6
4.03 Terms. 6
4.04 Nomination/Election Process. 6
4.05 Qualifications and Election of Members of Executive Committee. 7
4.06 Vacancies. 7
4.07 Removal of EC Member 7
4.08 Executive Committee Meetings. 7
4.09 Manner of Acting. 8
4.10 Compensation for Executive Committee. 8
ARTICLE VI: OFFICERS. 8
5.01 Executive Committee Officers. 8
5.02 Term of Office. 9
5.03 Removal and Resignation. 9
5.04 President 9
5.05 Vice President 9
5.06 Secretary. 9
5.07 Treasurer 9
5.08 Non-Director Officers. 10
ARTICLE V: COMMITTEES. 10
6.01 Committees. 10
6.02 Meetings and Action of Committees. 10
6.03 Informal Action by The Executive Committee. 11
ARTICLE VII: ADVISORY COMMITTEE. 11
7.01 Advisory Committee (AC) 11
ARTICLE VIII : MISCELLANEOUS. 11
8.01 Books and Records. 11
8.02 Fiscal Year 11
8.03 Conflict of Interest 11
8.04 Bylaw Amendment 12
ARTICLE IX: ROBERTS RULES OF ORDER. 12
9.01 Rules of Order 12
ARTICLE X: AMENDMENT OF Articles of Incorporation. 12
10.01 Amendment 12
ARTICLE I: NAME AND OFFICE
The name of this corporation shall be “Telangana Association of Greater San Antonio”. The business of the corporation may be conducted as Telangana Association of Greater San Antonio or TAGSA and is hereby referred as TAGSA.
1.02 Principal Office
The principal office of the corporation is located in Bexar County, State of Texas, USA.
1.03 Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The Executive Committee may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: ____________________
Dated: ________, 20__
ARTICLE II: PURPOSES AND POWERS
Telangana Association of Greater San Antonio is a non-profit corporation and shall be operated exclusively for cultural, health, educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
The purpose and objectives of Telangana Association of Greater San Antonio include
To serve people of Telangana origin who reside in Greater San Antonio area and nearby cities in South Texas.
Perpetuate, Preserve and Maintain Telangana Culture in Greater San Antonio area and nearby cities in South Texas.
Solicit, raise, and disburse funds for charitable, cultural, religious, educational, and development activities in USA and Telangana.
Support and undertake charitable activities in Greater San Antonio area.
Work with other non-profit organizations that share similar goals.
Help preserve, maintain Telangana inherited arts/crafts/cultural forms, not to be extinct to future generations.
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. Telangana Association of Greater San Antonio is a Texas non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
(c) Distribution Upon Dissolution. Upon termination or dissolution of the Telangana Association of Greater San Antonio, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Telangana Association of Greater San Antonio hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Telangana Association of Greater San Antonio, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Texas.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Telangana Association of Greater San Antonio, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Texas to be added to the general fund.
ARTICLE III: MEMBERSHIP
Telangana Association of Greater San Antonio will have only one class of membership; Life Membership
Life Membership dues at $100 for individuals or a family.
A Life Member will have 2 votes if married (One for Member and one for his/her spouse); 1 vote if single.
3.02 Qualification of Members
Any Person who is above 18 years of age and is born in the Telangana region and has interests of Telangana state to their heart would qualify for membership.
3.03 Admission of Members
All applicants who satisfy the qualification criteria set forth in Section 2 above would be admitted as members, when they submit the application form and pay the required fees.
3.04 Fees and Dues
Life Members pay a onetime membership fee of $100. They will not have any dues annually. Membership dues are not refundable under any circumstances.
3.05 Number of members
There is no limit on the number of members the corporation may admit.
3.06 Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.
3.07 Non-liability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
3.08 Non-transferability of memberships
No member may transfer a membership or any right arising there from. All rights of membership cease upon the member’s death.
3.09 Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events.
Upon the receipt of the Membership Termination Notice by the officers of the corporation from the member.
After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Executive Committee that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.
Life Members WILL NOT receive any refund of their Membership fee when their membership is terminated for any reason either by the member himself/herself or by the Officers of the Corporation subject to Rule 3.09.2 above.
All rights of a member in the corporation shall cease on termination of membership as herein provided.
ARTICLE IV: EXECUTIVE COMMITTEE
4.01 Number of members in Executive Committee
Telangana Association of Greater San Antonio shall have an Executive Committee consisting of at least 5 and no more than 13 members. Within these limits, the Executive Committee may increase or decrease the number of members serving on the Executive Committee, including for the purpose of staggering the terms of members.
All corporate powers shall be exercised by or under the authority of the Executive Committee and the affairs of the Telangana Association of Greater San Antonio shall be managed under the direction of the Executive Committee, except as otherwise provided by law.
An Executive Committee member will serve for a period of Two (2) years. An EC member cannot serve more than two consecutive terms.
The term of new executive committee member will start from 01-June of the year they have been elected. To assure stability and continuity, EC will have a staggering term of two years. One half of EC will retire each year giving way for new team.
Exception: In the year of formation (2014), half of current EC, except President-elect, will retire after one year term. The President-elect’s term will be automatically extended to one more year if required.
4.04 Nomination/Election Process
The Executive Committee shall appoint a Nominations and Elections Committee (NEC) consisting of three members in good standing.
NEC shall consist of three members, two from general membership and one from EC who is not re-contesting for EC, will Chair the committee.
Responsibilities of NEC:
a) To announce elections process 45 to 60 days before new term begins, no later than 15-April of each year. Election and Nomination process should be complete 15 days before new term begins, no later than 15-May.
b) Set guidelines, eligibility conditions, and rules for elections process.
b) Solicit nominations from prospects, verify eligibility, and conduct nominations and/or election process.
c) Verify and declare results.
d) Facilitate selections of Office bearers for next term within newly elected EC.
Resolution of Dispute: Any dispute regarding nominations/elections process shall be referred to, and decided by, the current EC, whose decision shall be final. If NEC is unable or unwilling to conduct elections process, EC has power to dissolve NEC committee and conduct elections at their own behalf. However, all elections process must be completed by date set in article 4.04.a.
4.05 Qualifications and Election of Members of Executive Committee
In order to be eligible to serve as a member on the Executive Committee, the individual must be at least 18 years of age and must be a member in good standing of the Telangana Association of San Antonio, and a permanent resident of Greater San Antonio and surrounding cities.
The Executive Committee may or may not fill vacancies due to the resignation, death, or removal of an EC member. In such case the Executive Committee, by majority may nominate a member in good standing to the EC.
4.07 Removal of EC Member
An EC member may be removed by two-thirds (⅔) vote of complete EC then in office, if:
(a) the EC member is absent and unexcused from three or more meetings of the Executive Committee in a twelve month period. The board president is empowered to excuse EC members from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the EC member in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
(c) an EC member permanently moves away from Greater San Antonio.
(d) the EC member joins in another competing Telangana organization in Greater San Antonio area in the capacity of Executive Committee or Board of Trustees or Board of Directors or Advisory Committee.
4.08 Executive Committee Meetings.
(a) Mandatory Meetings. The Executive Committee shall have a minimum of four (4) mandatory meetings each term year (preferably one meeting each quarter) at times and places fixed by the committee. Committee meetings shall be held upon seven (7) days notice by first-class mail, electronic mail or telephone. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or by quorum of Executive Committee. A special meeting must be preceded by at least 3 days notice to each EC member of the date, time, and place, but not the purpose, of the meeting. While a meeting may be called by above said individuals, all meeting invitations should be sent to complete EC.
(c) Waiver of Notice. Any EC member may waive notice of any meeting, in accordance with the State of Texas law.
4.09 Manner of Acting.
(a) Quorum. A quorum shall consist of at least 51% of the members of Executive Committee.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the Executive Committee at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee. Once the quorum is met, no actions will be deferred.
(C) Hung Board Decisions. On the occasion that Executive Committee is unable to make a decision based on a tied number of votes, the president, vice-president, secretary, treasurer in the order of presence shall have the power to swing the vote based on his/her discretion. Only one person can cast the swing vote in the meeting.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Executive Committee may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.10 Compensation for Executive Committee
Executive Committee shall receive no compensation for carrying out their duties as members or Office bearers. The Executive Committee may adopt policies providing for reasonable reimbursement of members for expenses incurred in conjunction with carrying out regular responsibilities, such as travel expenses to attend meetings.
ARTICLE VI: OFFICERS
5.01 Executive Committee Officers
The officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Executive Committee. Each Executive Committee member shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Executive Committee or by direction of the Executive Committee authorized by the board to prescribe the duties and authority of other officers. One person may hold two or more board offices with the exception that a person cannot hold both the offices of the President and Secretary together, but no board officer may act in more than one capacity where action of two or more officers is required.
5.02 Term of Office
Term of each officer is one year.
Exception: Any officer, except President, may serve for no more than two consecutive terms at the discretion of EC, in the same position.
5.03 Removal and Resignation
The Executive Committee may remove an officer at any time, with a cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. The officer shall promptly hand over all corporation material to EC before resignation is accepted. Resignation of officer is subject to EC approval and date of resignation is set at that time.
EC has authority to remove a officer who joins in another competing regional organization in Greater San Antonio area in the capacity of Executive Committee or Board of Trustees or Board of Directors or Advisory Committee.
The President shall be the chief volunteer officer of the corporation. The President shall lead the Executive Committee in performing its duties and responsibilities, including, if present, presiding at all meetings of the Executive Committee, and shall perform all other duties incident to the office or properly required by the Executive Committee.
5.05 Vice President
In the absence or disability of the President, the vice-president shall perform the duties of the President. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the President. The vice-president shall have such other powers and perform such other duties prescribed for them by the Executive Committee or the President. The vice-president shall normally accede to the office of President upon the completion of the President’s term of office.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the Executive Committee or the President.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the Executive Committee on a timely basis or as may be required by the Executive Committee .
The Treasurer in conjunction with other officers is responsible to file all state and federal taxes within the stipulated times.
The treasurer shall present financial report to all members once a year.
The treasurer shall perform all duties properly required by the Executive Committee or the President.
5.08 Non-Director Officers
The Executive Committee may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
ARTICLE V: COMMITTEES
The Executive Committee may, by the resolution adopted by a majority of the EC members then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;
(b) fill vacancies on the Executive Committee of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the Executive Committee which by its express terms is not so amendable or repeal-able;
(e) appoint any other committees of the Executive Committee or the members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction;
to which the corporation is a party and one or more directors have a material financial interest; or
between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
6.02 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Executive Committee and its members, except that the time for regular meetings of committees may be determined either by resolution of the Executive Committee or by resolution of the committee. Special meetings of the committee may also be called by resolution of the Executive Committee. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Executive Committee may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
6.03 Informal Action by The Executive Committee
Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the Executive Committee to use email to approve actions, as long as a quorum of board members gives consent.
ARTICLE VII: ADVISORY COMMITTEE
7.01 Advisory Committee (AC)
a) The Executive Committee shall appoint Advisory Committee for term of two years.
b) Number of ACs shall not exceed five at any time.
c) Purpose of AC is to advise Executive Committee on constitutional and other policy matters.
d) AC do not have power to vote or participate in any of the decisions made by Executive Committee.
e) AC’s can participate in EC meetings, as an advisor, without any voting powers.
f) Past president is automatically rolled over to ACs.
g) The Executive Committee, by the resolution adopted by a majority of the EC members, can modify AC members or dissolve AC committee at any time.
ARTICLE VIII : MISCELLANEOUS
8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Executive Committee, a record of all actions taken by Executive Committee without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.04 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Executive Committee then in office at a meeting of the Executive Committee, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (⅔) vote of a quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Incorporation.
ARTICLE IX: ROBERTS RULES OF ORDER
9.01 Rules of Order
Except as otherwise herein expressly provided, all matters of procedure shall be governed by Roberts Rules of order. Functioning of this organization shall be in accordance with this Constitution. The Board of trustees shall resolve any matter or issue not explicitly stated here in. If there is any conflict that cannot be resolved by the board for one reason or the other, it shall be resolved only through the Arbitration Process.
ARTICLE X: AMENDMENT OF Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the Executive Committee.
END OF BY-LAWS