April 10, 2016

Constitution

Constitution

FIRST: The name of the Corporation is Bangladesh Association of America, Inc. (hereafter referred to as “the Corporation “ or “the Association”). 

SECOND: The period of duration is perpetual. 

THIRD: (A) The Corporation is organized to exercise all the powers conferred upon the Corporations formed under the District of Columbia Non-Profit Corporation Act exclusively for charitable purposes, including to conduct social, education, cultural, welfare, and relief programs, but not limited to, the power to accept of money or property, whether real or personal, or any interest wherever situated and the making of distributions to organizations that qualify as exempt organization under Section 501(c)(3) of the Internal revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law. 

(B) More specifically, The Bangladesh Association of America, Inc. is a voluntary association of individuals formed for promoting, in particular, but not exclusively, Bangladeshi social, literary, cultural, educational, religious, activities, and relief and welfare programs, including, in Bangladesh. Participation in such activities shall be open to Members of the Association and, persons of the community at large, thereby enriching the multi-ethnic traditions of the people of the metropolitan Washington area and of the United States. 

(C) The Association shall have the authority to exercise to the extent necessary or desirable for the accomplishment of the aforesaid purposes and all powers conferred upon Corporations of a similar character by the general laws of the District of Columbia, to the extent they are not inconsistent with the objects and purposes of the Corporation to be a non-profit Corporation exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended from time to time. 

(D) The activities and business of the Corporation shall be managed or conducted in accordance with the provision of its By-Laws, provided by the By-Laws are not inconsistent with the provisions of these Articles of incorporation or contrary to the laws of the District of Columbia or of the United States. 

FOURTH: (A) The Corporation shall not have any capital stock and there shall be no shareholders.

(B) Membership of the Association shall be open to all persons without regard to nationality, race, sex, disability, ethnic origin, religion or place of residence, who subscribe to the above objectives and abide by the provisions of the Articles of Incorporation and the By-Laws, and pay Membership fees. Only Members shall have the right to vote, contest elections and hold office. Members may be censured, suspended, or removed from Membership for reasons and through procedures specified in the By-Laws. The Corporation reserves the right to deny Membership to any person who is considered to have been involved in any activity detrimental to the Corporation’s interests. 

FIFTH: Except for the initial Board of Directors, to be known as Executive Committee, whose names are set forth in the Articles of Incorporation, the Board of Directors shall be elected or appointed as provided in the By-Laws. 

SIXTH: (A)  The activities and affairs of the Association shall be managed by a Board of Directors. The number of Directors constituting the Board shall not be less than six nor more than fifteen, as shall be specified in the By-Laws. Directors shall be elected by the General Body of Members. 

(B) The Board of Directors shall include at least three office bearers, namely a President, a Secretary, and a Treasurer. 

(C) The General Body of Members shall have the authority to remove any or all the Directors by a vote of no-confidence passed by a two-thirds majority of Members in a mail ballot or by resolution adopted by a two-thirds majority of Members present in a Special General Meeting called for the purpose. The presence of at least one-fourth of Members in a General Meeting shall constitute a quorum. 

(D) The term of Board of Directors shall be for two years. The election of the Board of Directors shall take place once every two years in a General Meeting called for the purpose or by mail ballot. Rules and procedures for the nomination, election and for censure of directors including office bearers and for filling vacancies on the Board of Directors arising from any reason, shall be as set forth in the By-Laws. 

(E) To manage specific activities of the Corporation, there may be established committees as provided in the By-Laws or as resolved by the Board of Directors from time to time. The Board of Directors may delegate to such committee, by resolution, defined powers and responsibilities. 

(F) There shall be established an Election Commission consisting of no more than three members appointed by the Board of Directors in accordance with the By-Laws. The Election Commission shall conduct elections for all elective positions of the Association in consultation with the Board of Directors. 

(G) Eligibility Requirements: 

(a) To become a member of the Board of Directors, a candidate must have been a member of the Association continuously for at least one past year.

(b) For the office of the President, a candidate must have been a member of the Association continuously for the past two years, and in addition must have been a member of the Board of Directors for one term.

SEVENTH: Upon the dissolution of the Bangladesh Association of America, Inc. the Executive Committee shall, after paying or making provision for the payment of all liabilities of the Association, dispose of the Association of all assets of the Association exclusively for the purpose of the Association in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Plea of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. At all times, and notwithstanding merger, consolidation, reorganization, voluntary or involuntary, or by operation of law, or any other provisions thereof: 

  1. The corporation shall not possess or exercise any power or authority, whether expressly, by interpretation, or by operation of law, that will or might prevent it at any time from qualifying and continuing to qualify as a corporation described in section 501(c)(3) of the Internal Revenue Code of 1954 (hereafter referred to as “the Code”) or the corresponding provisions of any future United States Internal Revenue Law contributions to which are deductible for federal income tax purposes, nor shall the corporation engage directly or indirectly in any activity that might cause the loss of such qualification under 501(c) of the Code. 
  2. No part of the assets or net earnings of the corporation shall ever be used, nor shall the corporation ever be organized or operated, for purposes that are not exclusively charitable within the meaning of Section 501(c)(3) of the Code. 
  3. The corporation shall never be operated for the primary purposes of carrying on a trade or business for profit. 
  4. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to the members of the Executive Committee (Board of Directors), officers, or other private persons, 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 Article Third hereof. 
  5. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene, in, (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 
  6. No solicitation or contributions to the corporation shall be made, and no gift or bequest to the corporation shall be accepted, upon any condition or limitation that in the opinion of the corporation to lose its Federal income tax exemption. 
  7. The corporation shall not engage in any activity which is unlawful.

EIGHTH: The private property of the members of the Executive Committee (Board of Directors) of the Corporation shall not be subject to payment of corporate debts to any extent whatever. 

NINTH: The Corporation shall indemnify any member of the Executive Committee (Board of Directors) or officer or former member of the Executive Committee or officer of the Corporation, or any person who may have served at its request as a member of the Executive Committee against expenses actually incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such member or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The indemnification provided by this Article Ninth shall not be deemed exclusive of any other rights to which such member of the Executive Committee or officer may be entitled under any By-Law, agreement, vote of the Executive Committee or otherwise. 

TENTH: All references contained in these Articles to the Internal Revenue Code of 1954 or to “the Code” shall be deemed to refer to the Internal Revenue Code of 1954, and the Regulation established pursuant thereto as they now exist or as they may hereafter be amended, and to any corresponding version of any future United States Internal Revenue Laws and regulations established pursuant thereto. 

ELEVENTH: The address, including street and number, of its initial registered office is: 1824 Belmont Road, N.W., #54; Washington, D.C. 20009 and the name of its initial registered agent at such address is Mr. Fakhruddin Ahmed. 

TWELFTH: The number of members (Directors) constituting the initial Executive Committee (Board of Directors) is fifteen.

Excerpt from By-Laws of

BANGLADESH ASSOCIATION OF AMERICA, INC. 

These By-Laws of the Bangladesh Association of America Inc. (hereafter referred to as “the Association” or “the Corporation”) adopted on June 15, 1986 shall be read in conjunction with and as subsidiary to the Articles of Incorporation of the Association. The activities and business of the Corporation shall be managed or conducted in accordance with the provisions of these By-Laws, as provided in Article Three of the Article of Incorporation. Some of the provisions of the By-Laws define or specify in detail certain related provisions of the Articles of Incorporation. In the event of any conflict between the provisions of the Articles of Incorporation and the By-Laws, those of the Articles of Incorporation shall prevail. 

  1. Location – The principal base of operations of the Association shall be the District of Columbia and its suburbs in Maryland and Virginia. 
  2. Business and Fiscal Year – The business and fiscal year shall be from January 1 to December 31.
  3. Activities –

3.1. Programs organized by the Association may include observance of Bangladeshi national, religious, educational, and socio-cultural events such as Ekushey February, Independence Day, Bijoy Dibosh, Eid-ul-Fitr, Eid-ul-Adha, Eid-ul-Milad un Nabi, Shab-e-Barat, Pujas, Purnimas, Christmas, Bengali New Year, Rabindra-Nazrul Jayanti, etc. The Association may organize and participate in: social gatherings, sports events and picnics: seminars, and Bengali language and religious classes: conventions and workshops: publication of literary magazines and newsletters. In its activities the Association shall seek the participation of all of its Members. The Association may support charitable and social causes consistent with its goals and objectives.

3.2. The Association, through its activities, will seek to enrich the multi-ethnic heritage of the people of the metropolitan Washington area and the United States.

3.3. The Association will strive to establish a permanent meeting place in the metropolitan Washington area and to maintain a library.

3.4. The Board of Directors will disseminate regular BAAI related and Community news following the guidelines published at the BAAINEWS yahoo group’s web page. BAAI will maintain the Email list server BAAINEWS, and Board of Directors will select a Moderator for the term to manage and moderate Emails released from BAAINEWS.

3.5. The Association will attempt to publish a directory of Bangladeshi residents at regular intervals.

  1. Membership –

4.1. A person can apply for membership or renewal of membership in a prescribed form and shall become a Member on approval by the Board of Directors. The membership shall be counted from January 1 of the current year. Example: if a membership application is received with membership dues on October 15, and approved by the Board on October 31, the effective date of the membership shall be January 1 for the current year.  A member must be at least eighteen years of age.

4.1.a. INTERPRETATION of Article 6(G)(a), The one past year means a fiscal year beginning January 1 to ending December 31 prior to the election year. For example, if the cutoff date is October 30, 2004 for closing of membership for the election year, then he/she will be considered to be a member continuously from January 1, 2004 to ending December 31, 2004, and will be eligible to vote. The continuously past two years will be fiscal year 2003 and fiscal year 2002.

4.2. Each year the Board of Directors shall determine Membership fees for regular Members for the next year.

4.3. Payment of previous year’s membership shall not be allowed in the current year. Membership fees shall be non-refundable. A person ceases to be a Member if he/she fails to pay the membership fee on or before December 31. If any individual pays his/her membership fees on or before December 31 of the current year will be deemed to be a member in good standing for the full current year.

4.4. A Member may resign by written notice to the Board of Directors.

4.4. Only Members have the right (a) to nominate and be nominated to elective positions of the Associations: and (b) to vote in the Association’s affairs.

4.5. For admission to programs or functions organized by the association, the Board of Directors may fix admission charges for non-members at levels higher than that for Members, and may restrict participation of non-members in any way deemed necessary.

4.6. A member may be censured, suspended or expelled from the Association for participation or involvement in any activity detrimental to the interests of the Association. The Board of Directors will investigate and initiate necessary disciplinary action.

4.7. The Board shall maintain a current list of Members and keep the original membership form during the term in progress, which shall be open to inspection by Members.

  1. Board of Directors –

5.1 The number of Directors shall be thirteen.

5.1.a No two spouses, brother and sister, parent and child can serve the Board or to be Directors of the Board. That is, only one member from this category will be eligible to be a Director of the Board in a given term.

5.1.b The President, with approval of the Board, will co-opt good-standing members to fill the vacant positions of the Board of Directors.

5.1.c The President may appoint a number of good-standing members as “Members-at-Large” for the duration of his/her term. The Members-at-Large will be assigned special tasks and may attend the Board Meeting but shall have no voting rights.

5.2. Each Director shall be elected for a term of two year. A Director can be re-elected.

5.3. For the office of the President and Vice President, a valid nomination will require the candidate must not be a current office-bearer of any other social, cultural, religious or political organization.

5.4. In the event the position vacated by the President is more than twelve months of unexpired term, a new President will be elected through the usual procedure as outlined in the Articles of Incorporation and By-Laws of the constitution. However, if the unexpired term is less than twelve months, the Vice-President will assume the position of the President for the rest of the unexpired term.

5.5. The Board of Directors will draw up a set of operating procedures to guide them and follow standard parliamentary procedures in conducting Board meetings.

5.6. The President is the chief executive officer of the Corporation. The President chairs Board meetings, and represents the organization to outside bodies and the Board to the General Body of Members.

5.7. The Vice President is second in order of precedence to the President and shall carry out the President’s functions in the President’s absence or when authorized by the President.

5.8. The Secretary is responsible for all administrative matters including keeping minutes of Board and General Meetings, and coordination in the execution of Board decisions. The Secretary shall also prepare and present the Annual Report.

5.9. The Joint Secretary shall act as the Secretary in his/her absence.

5.10. The Treasurer will manage the financial affairs of the Corporation, including maintenance of up-to-date records of all financial transactions, preparation of accounts and budgets. The Treasurer shall also prepare and submit the Annual Balance Sheet and Income Statement for audit.

5.11. The Board of Directors shall attempt to hold regular meetings at intervals to be determined by it, and also as necessitated by circumstances. The President (or the Vice president in the absence of the President) shall call all Board meetings and ask the Secretary (or the Joint Secretary in the absence of Secretary) to inform other Board members. A simple majority of the existing Directors shall form the quorum for Board meetings. A simple majority of Directors present in a Board meeting shall be needed to pass any resolution.

5.12. If a Board member is absent from three consecutive regular meetings of the Board of Directors without any valid reason(s), that Director shall automatically cease to be a member of the Board of Directors.

5.12.a. If any Board member who uses boisterous or profane language, or engage in any unruly behavior, booing, hissing, defamation, intimidation, personal affronts, profanity, or threat of violence or speaking disrespectfully to other Board member at any Board meeting or other similar behavior that impedes or disrupts the orderly conduct of the meeting will be suspended or expelled from the Association, as deemed appropriate by the Board.

5.13. If any lawsuit or any other false allegation is filed against the President or any other BOD, the full board will defend the President or any other BOD without exceptions.

  1. Committees –

6.1. The Board of Directors may establish from time to time, by resolution, committees to carry regular activities or particular functions or programs. The Chair of each committee will specify the composition of the committee. However, the Board resolution will specify the terms of reference and life span of each committee. Within the terms of reference set by the Board, each committee will be responsible for managing the particular activity for which it is established.

6.2. Each committee shall have at least one member from among the Board of Directors, while other members may be drawn from the Membership-at-large. Each committee will be chaired by a Director-member, unless otherwise decided by the Board. The chairman will report regularly to the Board of Directors to enable the proper coordination and monitoring of the various activities.

  1. Election Commission –

7.1. The Election Commission shall be appointed by the Board of Directors for a term of office to be determined by the Board of Directors. The Election commission shall be responsible for administering the nomination process and conducting elections to all elective positions of the association as well as administering ballots for validly processed resolutions.

7.2. The Election Commission shall consist of not more than three persons. To be eligible for appointment as a member of the Election Commission, a person must not be a candidate for any elective position.

8.Elections –

8.1. Elections to all elective positions will be held every two years either in a special General Meeting called for the purpose or by mail ballot in the months of November or December. In case of unusual circumstances the Board of Directors may reschedule elections.

8.2. All elections will be decided by a simple majority of Members satisfying quorum requirements of the General Meeting or voting in mail ballot.

  1. Financial Matters –

9.1. Auditors will be appointed by the Board of Directors for a term of office to be determined by the Board of Directors.

9.2. To enable the timely completion of accounts and their audit and presentations, each year the Treasurer will prepare a schedule accepted to the Board of Directors, for the closing of books, preparation of financial statements (Annual Balance Sheet and Income Statement) and their audit.

9.3. Each year on assumption of office, the Treasurer, under the direction of the Board of Directors, will prepare a budget (or estimates of income and expenditure) for the current year. The budget will be reviewed periodically by the Board of Directors in the light of actual income and expenditure.

9.4. The Association will maintain accounts in local banks. All withdrawals shall require the signature of two of the five office bearers.

  1. General Meetings –

10.1. There shall be an Annual General Meeting to be called by the Board of Directors. The Members shall be notified in writing of the date, time, place and the proposed agenda of the meeting at least two weeks prior to the meeting.

10.2. A Special General Meeting may be called by the Board of Directors with no less than two weeks notice. The notice shall include a brief description of the purpose, the time, place, date and the proposed agenda of the meeting.

10.3.The President of the Board of Directors shall chair all General Body Meetings. If unable to do so, the President shall inform the Board of Directors the name of another Director who will chair the meeting in his/her absence.

10.4. The Chairman of a General meeting may vote on, but shall not propose any motion while functioning as Chairman. A Chairman wishing to participate actively in a matter under consideration will step down temporarily from the chairmanship, for a specified period, after naming another member to chair the meeting in his/her place.

10.5. In all General Meetings a simple majority of those present shall be required to table a motion with the exceptions noted elsewhere in these By-Laws.

10.6. The Chairman will rule on all procedural matters in the General Meetings.

  1. Amendments to Articles of Incorporation and By-Laws –

11.1. Amendments to the Articles of Incorporation can be proposed by the Board of Directors or by at least one-fourth of Members in the form of a written petition signed by them and submitted to the Board of Directors. Any amendment to the Articles of Incorporation shall require the consent of two-thirds of Members. Such consent shall be sought by mail ballot or in a special general meeting called for this purpose.

11.2. Amendments to the By-Laws may be proposed and adopted by the Board of Directors.