BYLAWS OF THE
GREATER AUSTIN MALAYALEE ASSOCIATION (GAMA)
ARTICLE I
NAME
The official name of the organization shall be “GREATER AUSTIN MALAYALEE ASSOCIATION,” here in after called the “Association,” a corporation not for profit.
ARTICLE II
MAILING ADDRESS
1. The Registered Office and Registration Agent – The registered office of the Association shall be located in the State of Texas at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the Registered Agent shall have a business office identical with such Registered Office. The current mailing address of “GAMA” is
701 Point Run Cove
Pflugerville, TX 78660
2. Other Offices – The Association may have other offices within or outside the State of Texas at such place or places as the Board of Directors may from time to time determine.
PURPOSES AND OBJECTIVES
1. Pupose: Greater Austin Malayalee Association is an organization of people from Kerala residing in Greater Austin to preserve cultural heritage of Kerala and to provide a forum for cultural, social and charitable activities of its members. The Association will have other purposes or powers as may be stated in its Articles of Incorporation and such powers as are now or may be here in after granted by law.
2. Objectives: The Association shall have the following objectives
3. The Association shall have perpetual existence.
ARTICLE IV
ARTICLE V
MEMBERS’ MEETINGS
1. Annual Meetings – The annual meeting of the Members for the election of the Board of Directors and for the transaction of such other business may properly come before the meeting, shall be held each year in December on day and time as the Board of Directors shall direct; provided, however, that the annual meeting for any year shall be held no later than 13 months after the last preceding annual meeting of the Members.
2. Special Meetings – Special meetings of the members for any purpose may be called at any time by the President of the Association or by the majority of the Board of Directors.
3. Place of Meetings – All meetings of the Members shall be at the registered office of the Association or at such places in Greater Austin as shall be determined from time to time by the Board of Directors.
4. Notice - Written notice stating the place, day and hour of the meetings shall be delivered not less than 10 days nor more than 40 days before meeting either personally, through email or by first class mail by or at the direction of the President or Secretary to each member. In case of special meetings, the purpose of the meeting shall be stated. If mailed, such notice shall be deemed to be delivered when deposited in the Unites States Mail addressed to the Member at his or her address as it appears in the records of the Association with postage thereon prepaid
5. Waiver of Notice – A written waiver signed by any member, whether before or after the meeting, shall be equivalent to the giving of notice to said member. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened. However, when a member attends a meeting, or objects to the transactions of any business because the meeting is not lawfully called or convened, the member’s attendance shall not constitute a waiver of notice. Neither the business to be transacted, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice.
6. Adjourned Meetings – A majority of the Members present, whether or not a quorum exists, may adjourn any meeting of the Members to another time and place. Notice of such adjourned meeting shall be given to the Members who were not present at the time of the adjournment and unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other Members.
7. Voting Rights of the Members – Whenever a vote is to be taken among the Members of the Association, each Member, who is 18 years or older, shall be entitled for one vote.
8. Members Proxy Voting – A Member may vote either in person or by proxy, executed in writing by the Member of by his or her duly authorized attorney-in-fact. A proxy will be valid only to one meeting where the proxy is provided to the Secretary of the Association.
9. Quorum of Members – Thirty (30) percent of the Members entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of the Members. Majority of the Members present or represented by proxy at which the quorum is present is necessary for the adoption of any matter voted on by the Members.
ARTICLE VI
BOARD OF DIRECTORS
1. Function – All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors.
2. Founding Directors – The Board of Directors of the Association at the founding of the Association are the following individuals.
3. The Founding Directors shall have a term of one or two years. Half of the Founding Board of Directors shall be replaced by election of new Directors at the first annual meeting of the Association.
4. Qualification of the Elected Directors – The qualification for becoming and remaining a Director of this Association are as follows:
(a) Elected Directors must be residing and have a Texas mailing address in the Greater Austin area.
(b) Directors must be members of the Association and must have maintained a valid membership for no less than ninety (90) days preceding election.
5. Number of Directors – The number of Directors of the Association shall not be less than ten (10) at any time. The number may be increased or decreased from time to time by amendments to these bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director The Board of Directors shall be elected at large by Members.
6. Term – The Director’s elected term is two years and shall be eligible for re-election. Approximately one half of the founding Board of Directors shall serve for a term of two years. Thereon, each elected Director shall serve a term of two years consequent to his or her election as a Director.
7. Resignation of
Directors – Any Director may resign his or her position with the consent of a
majority of the remaining Board of Directors present at any meeting of the
Board of Directors. If such a
resignation is deemed necessary, the Board, as well as the outgoing Director,
shall appoint a Member of the Association meeting the qualifications of elected
Directors, to replace the departing Director.
The new Director should be confirmed by a majority of the Board of
Directors present. The term of such a
Director will be the term of the departing Director.
8. Removal of Directors – Any Director may be removed at any time, by a vote of two thirds of the members of the Board of Directors at any meeting, and provided that notice thereof has been given in the call of the meeting and that sufficient reasons and rationale have been produced for such removal. The incumbent should be given, at the incumbent’s expense, all facilities to prove his/her case against removal. Upon removal of any Director, the Board of Directors will have the right to select another member to replace the departing Director.
ARTICLE VII
DIRECTORS’ MEETINGS
1. Annual Meeting – Annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of the Members.
2. Special Meeting – Special meetings of the Board of Directors may be called at any time by the President of the Association, or a majority of the Directors.
3. Monthly Meeting –
Monthly meetings of the Board of Directors shall be held, if necessary, on the
third Sunday of each month. The Board
of Directors will be informed by the Secretary through email or phone calls of
the time and place for the meeting.
4. Place of Meeting – All meetings of the Board of Directors shall be held at the registered office of the Association or at such places, within the state of Texas, as the Directors may from time to time designate.
5. Notice – Notice either by mail, email, fax or any form of communication shall be delivered not less than 24 hours and no more than 30 days before the meeting by or at the direction of the President, Secretary or Director calling the meeting, to each Director. If mailed, such notice shall be deemed to be delivered in US mail addressed to the Director at his or her address as it appears in the records of the Association with postage thereon prepaid. If emailed, the notice is deemed to be delivered when addressed to the email address then in the records of the Secretary.
6. Quorum – A majority
of directors in office at the time of the meeting shall constitute a quorum and
provided that it meets the minimum attendance requirement. Any director may inform the President,
Secretary or any director of their inability to attend a meeting prior to a
scheduled or announced meeting of the directors. At that time the absent director may designate another director
as proxy with a written consent for any votes taken during the meeting and
provided that a meeting agenda was published at least one week prior to the meeting. If no other director is designated as a
proxy, then the President will act as proxy for the absent director with a
written consent from the absent director.
Any director who has thus informed the President or Secretary as not
being able to attend a meeting is counted as being present for the meeting,
except for the purposes of minimum attendance set forth below. Any director who has not informed the
Secretary or President of their inability to attend shall be counted as
absent. Any director who has informed
the President or Secretary as not attending the meeting, but who does not
designate a proxy, is not counted in determining whether a quorum exists for a
meeting or a two-thirds majority or simple majority exists for a vote at a
meeting of the Board of Directors.
7. Minimum directors in attendance – Any director’s meeting should have at least one third of the members of the Board of Directors physically present at the meeting, regardless of the number of directors who may have informed the Secretary or President of their inability to attend the meeting.
8. Voluntary resignation of directors – In the event that a director is not able to attend a significant number of meetings, as determined by the board of directors, the President shall enquire with the director as to whether they are interested in continuing on the board of directors. After discussion with the President, the director may resign from the board of directors on his own will even if his or her term is not complete.
ARTCILE VIII
EXECUTIVE AND OTHER COMMITTEES
1. Designation – The Board of Directors, by resolution passed by a majority of the whole Board of Directors, may designate an executive committee and one or more other committees.
2. Executive Committee – The Executive Committee, if there is one, shall consult with and advise the Officers of the Association in the management of affairs and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.
3. Powers – Any committee designed as provided above shall have and may exercise all the authority granted to it by the Board of Directors, except that no committee shall have authority to:
a) Approve or recommend to Members actions on proposals required by law to be approved by Members;
b) Fill vacancies on the Board of Directors or any committee thereof;
c) Adopt, amend or repeal Bylaws;
d) Amend or repeal any resolution of the Board.
4. Vacancies – Vacancies on Executive Committee or any other committee shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors.
5. Quorum – At all meetings of the Executive Committee or any other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.
ARTICLE IX
OFFICERS
1. Designation – the governing body of the Association shall be managed by the Board of Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. The first officers shall be elected by the Founding Board of Directors. Starting with year 2006, each of the officers shall be elected by the annual meeting of Members of this Association, and shall serve until their successor are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. The same person may hold no more than two offices. The failure to elect a President and Secretary shall not affect the existence of this Association.
2. Duties – The officers of this Association have the following duties:
a) President – The President shall be the chief executive of the Association, shall have general and active management of the business and affairs of the Association subject to the direction of the Board of Directors and shall preside at all meetings of the Members and Board of Directors.
b) Vice President – The Vice President shall assist the President and Secretary in his or her duties and shall preside at meetings of the Members and Board of Directors if the President is not present.
c) Secretary – The Secretary shall have custody of, and maintain, all records of the Association except the documents maintained by the Treasurer, and shall record the minutes of all meetings of the Members and Board of Directors, send all notices of meetings out, and preside over meetings when the President and Vice President are not present. Additional duties of the Secretary may be prescribed by the Board of Directors or the President. The Secretary may delegate some of his or her functions to other Members of the Board of Directors or other Members of the Association after informing the Board of Directors at a meeting of the Board of Directors.
d) Treasurer – The Treasurer shall have custody of and maintain full and accurate accounts or receipts and disbursements and render accounts thereof to the annual meetings of the members. Additional duties of the Treasurer may be prescribed by the Board of Directors or the President.
e) Signatories – The Treasurer and the President shall be the signatories of all the Bank accounts of the Association.
f) Title, Name and Addresses of the current Board of Directors and Officers are as follows:
1. President Thomas Cherian
2. Vice President Sarala Nelliparambil
3. Secretary Latha Ramachandran
4. Treasurer George Solomon
5. Directors (not including officers)
3. Removal of Officers
a) Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever, in its judgment, the best interest of the Association will be served thereby. Any action for such removal should be approved by two thirds of the members of the Board of Directors at a lawfully called meeting of the directors.
b) Any officer or agent elected by the Members may be removed only by the vote of the Members unless the Members have authorized the Directors with a two third majority to remove such officer or agent.
c) Any vacancy, however occurring, in any office, may be filled by the Board of Directors based on a simple majority.
d) Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed. However, election or appointment of an officer or agent shall not of itself create contract rights.
ARTICLE XI
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, the state of incorporation and the year of incorporation.
ARTICLE XII
AMENDMENTS
1. By Members: The Members, by affirmative vote of two third majority of the Members, shall have the power to alter, amend, and repeal the Bylaws of this Association or to adopt additional Bylaws, and any Bylaw so adopted may specifically provide that such Bylaws can only be altered, amended or be repealed by the Members.
2. By Directors – The Board of Directors, by affirmative vote of two third majority of the Board of Directors, shall have the power to adopt additional Bylaws or to alter, amend and repeal the Bylaws of this Association, except when the Bylaws adopted by the Members specifically provide that such Bylaws can only be altered, amended or repealed by the Members. Article VII provisions do not apply to Article XII item 2, any amendment requires a two thirds majority of all directors; absent directors who do not designate a proxy to vote on an amendment are counted as voting to not approve that amendment.
ARTICLE XIII
MISCELLANEOUS
1. No part of the assets or net earnings of the Association shall ensure to the benefit of, or be distributable to, any member, director, or officer, of the Association, or any private individual (except that reasonable compensation may be paid of the services rendered to or for the Association affecting one or more of its purposes), and no member, director, or officer of the Association, or any private individual shall be entitled to share in the distribution of any of the Association assets on dissolution of the Association. No substantial part of the activities of the Association shall be to attempt to influence legislation, and corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
2. In the event of dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the Association for purposes such as stated in Section 1 above. Alternatively, the Board of Directors shall transfer such assets to such organizations organized and operated exclusively for charitable, educational, cultural or literary purposes. Such an organization shall at the time qualify as in an exempt organization or organizations under Section 501( c ) (3) of the Internal Revenue Code (for the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by any court of competent jurisdiction in the city or county where the registered office of the Association is located, exclusively for such purposes or to such organization or organizations as such court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIV
REGISTERED AGENT AND STREET ADDRESS
The name and Texas street address of the initial registered agent are:
701 Point Run Cove
Pflugerville, Texas 78660
ARTICLE XV
INCORPORATORS
The name, title and address of the Incorporators to these Articles of Incorporation are
Give names of incorporators and Signatures
1. Thomas Cherian (President) --------------------
(Signature)
2. Latha Ramachandran (Secretary) --------------------
(Signature)
Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of any duties and I am familiar with and accept the obligations of my position as registered agent.
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Signature of Registered Agent Date