CONSTITUTION OF THE BENGALI ASSOCIATION OF MINNESOTA
CONSTITUTION OF THE BENGALI ASSOCIATION OF MINNESOTA
(Amended on 1/23/2010)
We, the members of the Bengali Association of Minnesota (BAM), desire to unite together, and therefore, do adopt this constitution and solemnly pledge ourselves to be governed by its provisions.
Article I – Name
The name of the organization shall be the BENGALI ASSOCIATION of MINNESOTA (hereafter referred to as BAM) and it shall operate as a charitable and cultural NON-PROFIT ORGANIZATION.
Article II – Mission Statement
“The mission of BAM is to preserve and cherish the heritage, philosophy, culture and traditions of Bengal. BAM seeks to be a Reputed and Respected organization in the United States of America.”
“The said organization is organized exclusively for charitable, cultural, religious, educational and scientific purposes, including such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Service Code or corresponding sections of any current and future Federal and State of Minnesota statutes and codes.”
Article III – Goals and Objectives
The goals and objectives of BAM is as follows:
Article IV – Place of operation and Principal Office
The operations of the BAM shall be conducted principally within the State of Minnesota. At present, its principal office shall be located at the President’s residence address.
Article V – Duration
The duration of BAM, as an organization will be perpetual or until further notice. Any change or termination of the same, will be as per the guidelines of the rules laid down by the Compliance Guide for 501 (C)(3) by the Internal Revenue Service and the Secretary of State of the State of Minnesota.
Article VI – Membership
A person 18 years of age or above who subscribes to the goals and objectives of the BAM and abides by its by-laws and rules may qualify for membership.
Article VII – Administration
The executive power of the BAM shall be vested in an Executive Committee. The Executive Committee will consists of five (5) members: PRESIDENT, VICE-PRESIDENT, TREASURER, AND TWO OTHER MEMBERS. After the election as per Article VIII of this Constitution, the President will have the responsibility to allocate portfolio’s to members of the executive committee. All policy and planning actions will be the responsibility of the Executive Committee.
Article VIII – Election
Any member who fulfills the criteria as a President or as a Executive Committee member can nominate himself or herself. Members can recommend or nominate other members provided nominee agrees with the Executive Committee member’s responsibility. The Board of Advisors, as stated in Section VII of the by-laws , will be responsible for soliciting nominations and conducting elections of the new Executive Committee. The responsibility of the Board of Advisors, in this case, will be to solicit nominations for the next Executive Committee and to select a maximum of two (2) nominees for each position. The Board of Advisors, in this case, will submit its recommendations at the general body meeting for final approval by the members and conduct the election. The term of office is 2 years. A member can be reelected to the Executive Committee only for an additional second consecutive term.
Article IX – BY – LAWS
The attached By-Laws define the organizational structure, rules and regulations of BAM and outline the procedure for carrying out the intent of this constitution.
BY-LAWS OF BENGALI ASSOCIATION OF MINNESOTA
Section I – Membership
I.1 To become a member of BAM, all individuals will be required to register as a member and fill out a membership form to become a member of BAM. The Executive Committee will acknowledge receipt of the membership application within 30 days of receiving the same, informing the applicant of their induction into BAM as a member.
I.2 All members residing in the Twin Cities area and its outlying communities in the State of Minnesota, will be known as Primary Members. Only Primary Members will have voting rights.
I.3 Associate Members will be individuals currently residing outside the State of Minnesota, and desire to be a part of the BAM community. Associate members will receive all BAM communications but will not have any voting rights.
1.4 Membership will continue until a BAM member notifies, the Executive Committee, that they wish to discontinue their membership.
Section II – Fiscal Year
II.1 The fiscal year of BAM shall begin on the first day of January and end on the last day of December, every year.
Section III – Voting
III.1 All primary members registered with BAM and in good standing as defined herein above shall be eligible to vote.
III.2 Each primary member shall be entitled to a single vote except as otherwise provided herein elsewhere.
III.3 A primary member shall be eligible to vote thirty (30) days after acceptance to membership. III.4 Associate members will not be eligible to vote.
Section IV – General Body Meetings
IV.1 The general body of BAM shall comprise of the total membership of BAM.
IV.2 An annual meeting of the general body shall be held during the end of each calendar year for the election of officers and the presentation of the Financial and other Committee reports as provided by the Constitution and the By-Laws elsewhere for the transaction of other business of the organization.
A written notice will be sent electronically or by mail announcing the location, date, time of the meeting by the President, no less than Thirty (30) calendar days prior to the date of the meeting.
IV.3 A member may place an item on the agenda for discussion at the general body meeting by sending a written notice addressed to the President no less than Ten (10) Calendar days prior to the date fixed for the said meeting.
IV.4 Special Meetings: The Executive Committee may convene Special Meetings of the general body to discuss any specific topic or subject matter. A Special meeting may be called upon at the written request of at least 30% of the total membership, submitted no less than Thirty (30) days prior to the proposed date for the said meeting. No business other than those specified in the notice shall be transacted at the special meeting of the general body. Notice for any special meeting shall be given in the same manner, as for the annual meeting.
IV.5 Every Primary member in good standing shall be eligible to vote except as otherwise provided herein elsewhere.
IV.6 Quorum: At least 20% of the voting members in good standing shall constitute a quorum at any general body or special meeting of BAM. This quorum requirement, however, shall not govern meetings convened for the express purpose of suspension or expulsion of any elected officer, the required quorum for the said purpose being at least two- thirds (2/3) of the voting members in good standing.
IV.7 All business issues which are placed before the general body meeting for final decision (except those matters regarding suspension of elected officers) shall be decided on a basis of a simple majority vote of members present and voting, provided conditions specified in IV.6 above, shall have been complied with. IV.8 In case the quorum, as stated in IV.6 above, is not met, the Board of Advisors along with the Executive Committee will be entitled to take appropriate actions on the agenda items for the special general body meeting.
IV.9 The order of business for annual meetings of the general body shall be determined by the President. Rules of Order as amended, shall govern all procedures at said meetings, unless otherwise specified herein elsewhere.
IV.10 Amendment: Any proposal for the amendments to the Constitution must be submitted in writing and/or electronically to the Executive committee no less than Thirty (30) days before the general body meeting. For a proposal to pass two-thirds (2/3) of the eligible voting membership shall be required to vote in favor of the proposal.
IV.11 General Body Meetings will be organized requiring physical presence of all attending Primary Members. In extraordinary circumstances, these meetings may be held using electronic means.
Section V – Qualification of Committee Members
V.1 To be elected President, a member shall live in the Twin Cities community for a minimum period of three years immediately prior to the year in which he/she seeks that office. He/she would have also already taken some responsibility as an organizer in an annual BAM event.
V.2 In order to be elected as a member of the Executive Committee, the person shall will have lived in the Twin Cities area for a minimum period of one year.
Section VI – Duties and Responsibilities of Executive Committee & Members
VI.1 BAM is a Non-Profit organization. It attained 501 (C)(3) status in May 2009. BAM is qualified to receive tax deductible bequests, devices, transfers or gifts under section 2055, 2106 or 2522 of the code. As a 501 (C)(3) exempt organization, BAM is designated as a public charity under the codes section 509 (a)(2), with the effective date of exemption of December 1, 2008.
VI.2 The BAM Executive Committee are required to operate under the conditions, laid out under this Code. All rules and regulations laid out under this Code should be adhered to at all times, in order to ensure maintenance of this status.
VI.3 All services to BAM are voluntary. Executive Committee members are not entitled to compensation monetary or otherwise for their service to BAM. Persons willing to serve as a Committee member should be willing to devote their time and energy for the betterment of BAM and the community it serves. All members have the responsibility to keep the community stronger and united.
VI.4 Executive committee will assist to create individual organizing committees for each BAM sponsored events and festivals. It will be the responsibility of the designated organizing committee to organize the event. At least one member of the Executive Committee will be designated to be a member of each of the Organizing Committees. The President of BAM can guide or advise for the betterment of the events. Only in case of a crisis, the Executive Committee can directly be involved in a particular event or festival.
VI.5 The Executive Committee as the elected body has the ultimate responsibility for the functioning of BAM in the most efficient manner. The financial performance of BAM will be the responsibility of the Executive Committee.
VI.6 In absence of the President, the Vice President will work as the President.
VI.7 The Treasurer will be responsible for the maintenance of the accounts and documents for audit purposes. Once a year, preferably at the annual general meeting, the treasurer will publish the final BAM account and place them in front of the members in an open meeting. It is the responsibility of individual Organizing Committees to hand over the detail and summary account of the event or festival they were responsible for, within thirty (30) days of the completion of this event to the treasurer. The treasurer will provide a financial status update to the Executive Committee at each of its meetings.
VI.8 The President will call regular meetings of the Executive Committee to discuss BAM affairs. At least two (2) such meetings are to be held annually. A summary of the meeting will be distributed to the BAM membership.
VII – Board of Advisors
VII.1 A Board of Advisors will be formed for BAM. This Board will comprise of five (5) members. The Board members will be selected from the former Executive Committee Members of BAM. The Executive Committee will have the responsibility to appoint the Board of Advisors. In a year, no more than three (3) persons can be appointed to the Board of Advisors, by the Executive Committee. Each Board member will serve a three (3) year term. A Board member will have to be a Primary member of BAM during this period and not a member of the Executive Committee. A Board member can be a member of an Organizing Committee for an event or festival. The Board members will serve as volunteers. No compensation of any kind will be provided by BAM to them, at any time.
VII.2 The key role of the Board of Advisors will be to oversee that BAM continues to remain a organization which best represents the community and the members. The Board of Advisors, will be responsible for soliciting nominations and conducting elections of the new Executive Committee. It will ensure that the Constitution is followed and the By-Laws laid down in the Constitution are adhered to by the Executive Committee and the members. Its role will be advisory and will not in any way supersede the authority bestowed on the President and the Executive Committee by the Constitution.
VII.3 The Board of Advisors will not be required to attend the BAM Executive Committee meetings. Attendance of Board members at Executive Committee meetings will be only by invitation by the President.
VII.4 The Board of Advisors will have no right to vote in Executive Committee meetings, but will retain their voting rights as a Primary member.
VIII – Financial Responsibility & Duties
VIII.1 BAM is a non-profit organization with 501 (C)(3) status under the Internal Revenue Service guidelines. It will adhere to all rules and regulations which apply to such organizations. Its filings, recordkeeping will be as per the guidelines specified in the Compliance Guide for 501 (C)(3) Public Charities and other documents which apply to successful maintenance of this tax-exempt status.
VIII.2 BAM Executive Committee and the Organizing Committee appointed for each event or festival will strive to run such events on a no-loss basis at all times.
VIII.3 Any surplus funds from such events or festivals, grants, bequests, gifts etc received will be made part of the BAM Reserve Fund. The maintenance and safekeeping of this reserve fund, will be the responsibility of the Executive Committee.
VIII.4 All accounting related to the Reserved Fund will be done by the Treasurer and presented as part of the annual report as specified under item VI.7 above.
VIII.5 From time-to-time, it may be necessary to use funds from the BAM Reserve Fund to pay as advance payments for successful execution of events and festivals. The authority to make such payments lie solely with the President and the Treasurer. Repayment of these advances back to the BAM Reserve Fund should be done as soon as funds are available, but no later than ninety (90) days from the date at which this advance payment was made.
VIII.6 Any expenses or payments, one-time in nature during the fiscal year, using funds from the BAM Reserve Fund, which will not be required to be replenished, will not exceed twenty (20) % of the then current balance of the Reserve Fund. Any exceptions to this, will require a resolution approved by the general body of BAM.