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ARTICLE l
NAME
The name of this corporation shall be : India Friends Association (IFA)
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ARTICLE ll
OFFICE
The office for the transaction of the business of the corporation (“executive office”) is located in the state of California, County of Ventura.
The directors may change the office from one location to another. Any change of this location shall be notified by the General Secretary on these bylaws, by amending this section to state the new location.
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ARTICLE lll
NON PARTISAN ACTIVITIES
This corporation has been formed under the California Public Benefit Corporation Law for the purposes described hereinbelow at Article lV, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of material for or against any cause or measure, being submitted to the public for a vote, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.
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ARTICLE lV
OBJECTIVES AND PURPOSE OF THE CORPORATION
This organization has been established to function as a vehicle to channelize the efforts of the people of Indian origin, and others, to contribute to the betterment of the people in India at the lowest level of society. It intends to do so by supporting grassroots movements in India that are trying to fight poverty and under development. It intends to use a variety of lawful means to achieve this purpose, including educational efforts to create awareness of these issues both in the US and India. The guiding charter is as follows:
(1) IFA exists to provide aid, including financial aid, in the ongoing development of India and its people, by engaging in activities which will be undertaken and executed in accordance with its bylaws.
(2) IFA will focus on aid which will go toward building or strengthening the fundamental ability of the recipient to flourish for the long term, in particular subsequent to the cessation of that aid.
(3) The recipients of IFA aid will be the underprivileged. The recipients and the causes selected will be those where IFA aid will have a significant impact on the ability of the recipients to attain their goals, leading to the betterment of the community.
(4) IFA will also support activities that impact people’s welfare indirectly, such as those that spread awareness of the causes of poverty and under development.
(5) At times of natural disasters or other such calamities, IFA will strive to provide relief aid to the deserving through specific fund raising activities.
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STRUCTURE
SECTION 1. ORGANIZATIONAL BASE
The organization will be based on the support of the community of Indian Americans, Non Resident Indians and all others with concern for the Indian people. This community will be involved in the organization as supporters, donors, advisors, etc.
SECTION 2. GOVERNANCE
The organization will be governed and directed by a board of directors chosen and retained in the following manner:
1. A board of directors consisting of all the charter members of the organization exists and has been in governance so far.
2. Henceforth, all these members will have the option of becoming the directors as defined in Article V, Section 3.
3. Henceforth, all the directors of this corporation will be referred to as Sewaks/Sewikas (Hindi words for servants) to reflect their dedication to service in the goals of this organization.
4. Henceforth, there will not be any formal membership in the organization. All the supporters will have full option of becoming Sewaks at any time of their choosing based on the process outlined in Article V, Section 4.
SECTION 3. QUALIFICATIONS OF A SEWAK (DIRECTOR)
Any person of good character, of eighteen years of age or older, who is dedicated to the goals of this organization will be eligible for being a Sewak upon acceptance by the existing board of Sewaks and upon payment of any dues or initiation fees that might be required from time to time. The Sewaks will be accepted based upon their commitment to:
1. Full participation in the the decision making process as demonstrated by attendance at the meetings of the organization unless prevented by unavoidable or unforeseen circumstances (in which case, the Sewak will provide his input by other means).
2. Substantial contribution to the activities of the organization beyond decision making such as :
Preparation for the annual fund raiser or other community events
Visiting and monitoring the various projects in India
Assisting in the various organizational aspects
3. Familiarizing herself with the charter and philosophy of the organization in order to be an effective spokesperson for it.
In the absence of a consensus, the Sewaks will be accepted by a simple majority vote of the board.
SECTION 4. BECOMING A SEWAK
Any person wishing to become a Sewak will be invited by the board to one of the meetings. He will be given full explanation of the responsibilities and, if in agreement, will be requested to sign an oath of compliance. This process will be open to any individual and at all times, as long as the qualifications noted in Article V, Section 3 are met.
SECTION 5. TERM OF A SEWAK
There will be no limit on the time a Sewak may serve on the board. The position of a Sewak is not transferable.
SECTION 6. TERMINATION OF A SEWAK
A Sewak may resign from the position any time for any reason. However, he will be required to complete whatever responsibility he may have undertaken at the time, unless this is waived by the board. A Sewak may be terminated by the board, if after due process, it is determined by the majority that he has consistently broken the pledge of compliance and/or is in any other way not functioning in the best interest of the organization.
SECTION 7. NUMBER OF SEWAKS
There will be a limit to the maximum number of Sewaks in order to allow for smooth functioning of the organization. At the present time this limit is set at twenty five. However, if and when this limit is reached the board will be required to convene and revise this part of the bylaws to fairly serve the goals of the organization as well as the community of its supporters.
SECTION 8. FEES, DUES AND ASSESSMENTS
Each member in good standing must pay, within the time and on the conditions set by the board of Sewaks, the initiation fees and annual dues in amounts which may be fixed from time to time by the board. The dues and fees shall be equal for all Sewaks, but the board may, at its discretion, adjust the fees and dues if necessary.
SECTION 9. FEES AND COMPENSATION OF SEWAKS
All the Sewaks of the corporation shall be honorary.
SECTION 10. POWERS
Subject to the provisions of the California Nonprofit Corporation Law the business affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Sewaks (Directors).
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ARTICLE Vll
FINANCES
SECTION 1. SOURCES OF REVENUE
The organization intends to raise funds through multiple channels as deemed appropriate by the board of Sewaks from time to time including dues, and contribution from the various supporters, and by holding specific fund raising events.
SECTION 2. EXPENSES
The organization aims to function with minimal overhead. All the office holders and the board of Sewaks shall function in an honorary capacity. The various day to day functions of the organization will be performed by the Sewaks on a voluntary basis. If and when such becomes no longer feasible, the board may decide to hire paid help. However, at no time any person hired or paid by this organization shall be permitted to participate in the decision making process. The operational expenses of the organization will never exceed the net total of contributions made by the Sewaks so that no part of the contributions made by the supporters is used for such purposes, unless this is specifically stated when the contributions are solicited. The only exception will be in case of a legal proceeding against the corporation or a Sewak as described in Article lX.
SECTION 3. DISBURSEMENTS
The organization expects to provide funds to various groups and people in India in accordance with its charter. It shall establish guidelines and monitoring procedures for compliance with its charter and bylaws as well as with the other relevant laws.
SECTION 3. DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to the fulfillment of the Objectives and Purposes of this corporation as set forth in Article XV hereof. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this corporation except in fulfillment of said Objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Nonprofit Corporations Code then in effect.
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ARTICLE Vlll
FUNCTIONING OF THE ORGANIZATION
SECTION 1. MEETINGS
Most of the business of the corporation will be conducted in the regular meetings of all the Sewaks. These meetings will be held regularly at various intervals determined by the needs of the agenda and the availability of the Sewaks. The date and place of such meetings will be decided collectively by the board. The meetings, unless specifically indicated otherwise, will be open to all the supporters. In addition the board will conduct at least one annual meeting in which all the supporters will be invited.
SECTION 2. MINUTES
The board will ensure the maintenance of minutes and summaries of the important events as well as their dissemination to all the Sewaks in a timely manner.
SECTION 3. QUORUM
Fifty percent (half) of the total shall constitute a quorum for the transaction of business at a meeting of the Sewaks.
SECTION 4. VOTING
(a) All Sewaks, having taken the oath of service, are entitled to one vote as outlined in Article lV, Section 5.
(b) Voting is not mandated and issues may be decided by general consensus. However, any Sewak has the right to call for a vote or to ask for a secret ballot.
(c) Only a simple majority (more than 50%) of the Sewaks present at the meeting is required to take a decision. A decision so taken shall then become the act of the corporation and will be binding upon all the Sewaks. (The exception to this rule is the issue of amendment of bylaws whereas 75% of the all the Sewaks and not just those present, will be required to pass an amendment).
SECTION 5. EXECUTIVE
The board shall appoint, from amongst the Sewaks, by nomination or, if necessary, by election, one or more who will be delegated the various functions of the organization. The number of such functionaries would be variable but will include at the minimum :
President
General Secretary
Finance Secretary
These all will be honorary positions. The board may also wish to appoint additional Sewaks to each position to function as alternates. These positions should be held for a minimum of two years. However, there is no limit to the time a Sewak may continue in one position.
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ARTICLE lX
INDEMNIFICATION OF SEWAKS (DIRECTORS), EXECUTIVE OFFICERS AND OTHER AGENTS
SECTION 1. DEFINITIONS
For the purpose of this article,
(a) “Agent” means any person who is or was a Sewak (Director), officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, office employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise.
(b) “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
(c) “Expenses” includes, without limitation, all attorney fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2. SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceedings referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him/her, then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification.
SECTION 3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION
Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceedings other that an action brought by, or on behalf of, this corporation, or by an officer, director (Sewak) or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director (Sewak) was or is engaging in self dealing within the meaning of California Corporation Code section 9243, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such a person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION
(a) Claims settled out of court : If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval the agent shall receive no indemnification for either amounts pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
(b) Claims and suits awarded against agent : This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was and agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
(i) The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
(ii) Upon application, the court in which the action is brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnify for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of the expenses to be reimbursed.
SECTION 5. DETERMINATION OF AGENTS GOOD FAITH CONDUCT
The indemnification granted to an agent in Sections 3 and 4 above is conditioned by the following:
(a) Required standard of conduct : The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use in similar circumstances. The termination of any proceedings by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of the this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct : The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
(i) the board of Directors (Sewaks) by a majority vote of a quorum consisting of directors (Sewaks) who are not parties to the proceeding;
(ii) the court in which the proceedings is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by this corporation.
SECTION 6. LIMITATIONS
No indemnification or advance shall be made under this Article, except as provided in sections 2 or 5(b)(ii), in any circumstances when it appears:
(a) That the indemnification or advance would be inconsistent with the provisions of the articles, a resolution of the Sewaks (Directors), or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
SECTION 8. CONTRACTUAL RIGHTS OF NON DIRECTORS (NON SEWAKS) AND NON OFFICERS
Nothing contained in this Article shall affect any right to indemnification to which persons other than directors (Sewaks) and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
SECTION 9. INSURANCE
The board of Sewaks (Directors) may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent or the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
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ARTICLE X
RECORDS AND REPORTS
SECTION 1. INSPECTION RIGHTS
Any Sewak of the corporation or a supporter may :
(i) inspect and copy the records of Sewaks names and addresses and voting rights during usual business hours on five days prior written demand on the corporation, stating the purpose for which the inspection of rights are requested, and
(ii) obtain from the General Secretary of the corporation, on written demand and on the tender of the General Secretary’s usual charges for such a list, if any, a list of names and addresses of Sewaks who are entitled to vote for the election of Sewaks and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the Sewak/supporter after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such Sewak/supporter by the General Secretary on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled.
Any inspection and copying under this section may be made in person or by an agent or attorney of the Sewak/supporter and the right of inspection includes the right to copy and make extracts.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The corporation shall keep at its office, the original or a copy of the articles and bylaws as amended to date, which shall be open to inspection by the supporters at all reasonable times during office hours.
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of the proceedings of the board of Directors (Sewaks) shall be kept at such place or places designated by the board, or, in the absence of such designation, at the office of the corporation. The minutes shall be kept in written or typed form or in any other form capable of being converted into written, typed or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any supporter or Sewak, at any reasonable time during usual business hours, for purpose reasonably related to the supporter’s or Sewak’s interest as a supporter or a Sewak respectively. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.
SECTION 4. INSPECTION BY DIRECTORS (SEWAKS)
Every Sewak (Director) shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Sewak may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
SECTION 5. ANNUAL REPORT
The annual report to supporters referred to in the California Nonprofit Corporation Law is expressly dispensed with, but nothing in these bylaws shall be interpreted as prohibiting the board from issuing annual or other periodic reports to the supporters of the organization as they consider appropriate. However, the corporation shall provide to the SEWAKS, and to those supporters who request it in writing, within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail :
(1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(4) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
(5) Any information required by California Corporation Code section 6322.
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ARTICLE Xl
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person. Furthermore, in this entire document, the terms organization and corporation are used interchangeably and are identical to each other. The Hindi term Sewak (f. Sewika) and the term Director are also used interchangeably and have identical meaning.
ARTICLE Xll
AMENDMENTS
New bylaws may be adopted or these bylaws may be amended or repealed by approval of a 75% majority of the Sewaks. This shall occur only in a meeting in which sufficient (not less than 30 days) notice has been given by the usual means to all the Sewaks. In addition, for the purposes of this decision, 75% of the entire board of Sewaks and not just those present in the meeting, shall be required.
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