BAM Constitution
The mission of BAM is to preserve and cherish the
heritage, philosophy, culture and traditions of Bengal.
BAM Constitution
History of Bengali Association of Minnesota (BAM)
CONSTITUTION OF THE BENGALI ASSOCIATION OF MINNESOTA
(Amended on 11/04/2018)
Preliminary
Background
The original Bengali Association of Minnesota (BAM) Constitution Articles and Bylaws was adopted on 23rd July 1999.
The voting members of the BAM at BAM’s 2016 General Body Meeting held on 3rd December 2016 at Edina Library, Edina, MN, authorized the BAM Executive Committee to review the original BAM Constitution Articles and Bylaws and amend, update, and restate its provisions in order to achieve the following objectives: (1) take into account the changing needs of the corporation as it strives to serve the growing Bengali community in the Twin Cities and surrounding areas; (2) enable the corporation to better utilize technology and tools and best practices for conducting its business; (3) provide guidelines and safeguards to ensure ethical conduct of BAM’s officers and members; (4) make the revised Constitution compliant with applicable laws and regulations.
Pursuant to this authorization by the voting members at the 2016 annual General Body Meeting, the BAM Executive Committee formed the Constitution Revisit Committee (CRC) on 18th August 2017 to review the original BAM Constitution Articles and Bylaws, and draft a revised BAM Constitution Articles and Bylaws containing amendments, updates, and restatements necessary to achieve the above objectives. After consultation with counsel and several months of deliberation the CRC presented a draft revised BAM Constitution Articles and Bylaws to the Executive Committee on 25th September 2018.
The BAM Executive Committee approved the draft revised BAM Constitution Articles and Bylaws, and recommended that it be placed before the voting members in a Special General Body Meeting convened to adopt the revised BAM Constitution Articles and Bylaws and repeal the original BAM Constitution Articles and Bylaws. Accordingly, all registered voting members of BAM were given the opportunity to examine and vote on the adoption of the said proposed amendments, updates, and restatements to the original BAM Articles of Incorporation and Bylaws of the Bengali Association of Minnesota and at a duly constituted Special General Body Meeting of the BAM convened on Nov 4, 2018 the voting members approved, by more than two- thirds majority, all the amendments, updates, and restatements to the original Articles of Incorporation and Bylaws of the Bengali Association in their entirety and adopted the revised BAM Constitution Articles and Bylaws.
Adoption and effective date; Prior versions of BAM Constitution Articles and ByLaws superseded
Whereas a duly constituted Special General Body Meeting of the BAM was convened on Nov 4, 2018 for the purpose of amending, updating, and restating in their entirety the original Articles of Incorporation and Bylaws of the Bengali Association of Minnesota, a corporation under Chapter 317A, Minnesota Statutes, (also known as the Minnesota Nonprofit Corporation Act).
And whereas, at the said Special Meeting on November 4, 2018 we the members of the Bengali Association of Minnesota, after considering all of the proposed amendments, updates, and restatements, do hereby approve by more than a two-thirds majority of the voting members, that we adopt these amended, updated, and restated BAM Articles of Incorporation and Bylaws, which shall replace and supersede the original BAM Articles of Incorporation and Bylaws and all prior amendments to the original Articles of Incorporation and Bylaws.
Now whereas, we the members of the Bengali Association of Minnesota do hereby adopt and acknowledge these amended, updated, and restated Articles of Incorporation and Bylaws as the new Constitution of the Bengali Association effective November 4, 2018.
Signed on behalf of the Bengali Association of Minnesota this 4th day of November 2018.
- Rita Mustaphi
- Tapan Bhattacharya
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE BENGALI ASSOCIATION OF MINNESOTA
We, the members of the Bengali Association of Minnesota, desire to unite together and pursuant to Minnesota Statutes Chapter 317A, the following Amended and Restated Articles of Incorporation have been properly adopted by the Board of Directors and the Voting Membership to supersede the original Articles of Incorporation and all amendments.
Article I – Name/Registered Office
The name of the corporation shall be: Bengali Association of Minnesota.
The registered office of the corporation is located at: 5444 Orchard Avenue N Crystal, MN 55429
Article II – Purpose
This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or later amended (“the Code”), including making distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. The corporation shall operate to: conduct and sponsor charitable, cultural, religious, spiritual and educational activities for the benefit of the community; represent the culture, traditions and interests of the Bengali community to the broader Indian community in Minnesota and to the broader community at large; foster closer relationship among the members of the community in the State of Minnesota and elsewhere; provide a common place to celebrate Bengali festivals and events in the Greater Twin Cities area; and promote an understanding of the history and development of Bengali philosophy and culture among the members and their children. All funds, whether income or principal, whether acquired by gift or contribution or otherwise, shall be devoted to those purposes.
Article III – Limitations
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Code, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public (except as otherwise provided in subsection (h) of Section 501 of the Code), and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office;
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code; and
4. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members], or guarantee to any person the payment of a loan by an officer or director of this corporation.
Article IV – Directors/Members
The corporation shall have voting membership, and may have classes of same (if any), as defined in the corporation’s Bylaws. The management and affairs of the corporation shall always be under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s Bylaws. No member or Director shall have any right, title, or interest in or to any property of the corporation.
An action, other than an action requiring member approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. All Directors must be notified immediately of the text of the written action and its effective date. A Director who does not sign or consent to the written action is not liable for the action.
Article V – Debt Obligations and Personal Liability
No person who has served or is serving as a Director or Officer shall be personally liable for obligations or debts of the corporation [based on their service as Director or Officer] except to the extent such person has unlawfully misappropriated funds to their use or benefit or is liable as a responsible party per state or federal law.
Article VI – Dissolution
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, in accord with a plan of dissolution properly noticed to the Attorney General in accord with Minnesota Statutes section 317A.811 (as now enacted or hereafter amended) for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or shall be or distributed to the federal government, or to a state or local government, for a public purpose.
IN WITNESS OF, the undersigned executes these Restated Articles of Incorporation as of the _____ day of __________________, 2018
____________________________________________ ___________________ Signature Title
BYLAWS OF BENGALI ASSOCIATION OF MINNESOTA