BYLAWS OF
JADAVPUR UNIVERSITY ALUMNI ASSOCIATION, INC.
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These Bylaws of JADAVPUR UNIVERSITY ALUMNI ASSOCIATION, INC. of the Washington Metropolitan area (hereinafter referred to as the "Association" or "JUAA"), adopted on May 1, 2002, shall be read in conjunction with, and as subsidiary to, the Articles of Incorporation of JUAA. The activities and business of the Association shall be managed or conducted in accordance with provisions of these Bylaws, as provided in its Articles of Incorporation. Some of the provisions of the Bylaws 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 Bylaws, those of the Articles of Incorporation shall prevail.
ARTICLE I : LOCATION
The base of operation of JUAA shall be the Metropolitan Washington-Baltimore area, and will include the states of Virginia, Maryland, District of Columbia and their adjoining states. The principal office of the Association shall be located at such place within or without its base of operation as its Board of Directors shall from time to time designate. The Association may maintain additional offices at other places as the Board of Directors chooses to designate.
ARTICLE II: LANGUAGE
English will be used as the working language in the conduct of JUAA’s business as far as practicable. English or Bengali may be used as and when necessary.
ARTICLE III: PROHIBITED ACTIVITIES
No part of the net earning of the Association, if any, shall inure to the benefit of, or be distributable to, the members, directors or officers of the Association, except that the Association shall have the authority to pay reasonable compensation for services rendered to or for the Association. No substantial part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Association shall not participate or intervene in ( including the publication or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any permissive provisions of these Bylaws or the Article of Incorporation, or any provisions of the Commonwealth of Virginia, state of Maryland and District of Columbia governing or pertaining to the Association, the Association shall not engage in or carry on any activities not permitted to be engaged in or carried on by an entity described in Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of a future Federal Income tax law) and exempt from taxation under Section 501 (a) of the Internal Revenue Code of 1954 ( or the corresponding provision of any future Federal Income tax law).
ARTICLE IV: MEMBERSHIP
Section 4.1. Eligibility. Membership of JUAA will be open to all well-wishers of Jadavpur University (JU):
i) who are alumni of JU (or any of its affiliated institutions) by virtue of having attended JU/such institutions for any period of time at any time in the past;
ii) who have been a teacher, instructor, research/post-doctoral scholar at JU or any of its affiliated institutions for any period of time;
iii) who in the opinion of the Board of Directors, have been a benefactor of JU and have significantly contributed (or desire to contribute) to the growth and advancement of JU and its community of students, teachers, researchers, employees and alumni; and
iv) who are spouses of JUAA members.
Section 4.2. Membership Categories. There will be two types of membership: Regular Membership and for the spouses of Regular Members, Associate Membership. Board of Directors may decide to add additional categories of membership, if needed. Both categories of membership shall have the same voting rights, however only regular members may become Directors of the Association.
Section 4.3. Rights. All members will have the right to participate in all activities of JUAA and to vote on any resolution or issue concerning JUAA’s affairs that are put forth for such voting, including election of Directors and Officers. Only those who have been members in good standing for at least 30 days prior to any election of Officers and/or Directors may be a candidate for such offices and may vote in such elections.
Section 4.4. Loss of Membership. A member may be censured, suspended or expelled from JUAA for participation or involvement in activities severely detrimental to the interest of the Association. The Board of Directors, with the approval of two-thirds of the members present at the Annual General Meeting, will be empowered to take action regarding such censure, suspension or expulsion.
Section 4.5. Dues. Board of Directors, to defray the operating cost of the Association and/or to financially support its various programs, may establish one or more categories of annual or one-time dues for the Regular and Associate members of the Association. Membership standing will be contingent on payment of such dues.
Section 4.6. Meetings. Each year, Board of Directors shall convene at least one annual general meeting of the members, where an annual report and an account statement will be presented to the members. Such meeting may be held coincident with other programs of the Association. Additional general or special meetings may be called by the Board of Directors, as appropriate, at such places and time as the Board may from time to time determine. Members, by a written petition bearing signatures of at least one fifth of the Members, may call a special meeting to discuss and act on any issues related to the policy and operation of the Association. Any voting on a motion for resolution except on amendments to the Articles of Incorporation, Bylaws and other issues specified by these bylaws, may be carried out either by mail ballot or at a general or special meeting, and shall be decided on by a simple majority of Members voting by mail or present at the general or special meeting. The presence of at least one-sixth of the members shall constitute a quorum for a general or special meeting.
ARTICLE V: BOARD OF DIRECTORS
Section 5.1. Authority of the Board of Directors. In its management of the affairs of the Association, the Board of Directors shall possess and may exercise all of the powers and authority granted to the Association by law and by the Articles of Incorporation, subject, however, to the limitations set forth in these Articles.
Section 5.2. Number of Directors. The number of Directors constituting the Board shall initially be seven (7). The number of Directors may be increased or decreased by a two-thirds majority vote of the members attending a general or special meeting, provided that the number shall never be less than seven (7).
Section 5.3. Terms of Office. The initial Directors named in the Articles of Incorporation shall serve for an indefinite period, until a new Board of Directors is elected per 5.4 below, or an ad-hoc committee is formed in a general or special meeting of the Association to conduct the affairs of the Association, including election of the first Board of Directors pursuant to these Bylaws. Except for the initial year after formation of the first Board of Directors per Section 5.4 below, each individual Director shall serve for a term of 2 years and may be re-elected for any number of terms. Only in the initial year, five (4) Directors will be elected for a 2-year term and four (3) will be elected for a 1-year term.
Section 5.4. Election of Directors. Each year, before the end of the fiscal year, the Board of Directors will invite nominations for the vacant positions in the Board from the regular members in good standing, except however, if , at least 60 days prior to December 31, more than one fifth of the members request a formal election in writing, the Board of Directors shall appoint an Election Committee comprising of at least two members (who are not at the time Directors or Officers of the Association) who will conduct a formal election process. The Board shall also appoint an Election Committee if more nominations than the vacant positions are received. The Election Committee, in consultation with the Board, will determine an appropriate method of election of the new Directors and will conduct an election process accordingly. If sufficient number of nominations is not received, the the Board of Directors will nominate an appropriate number of candidates. Effort will be made by all concerned to have the Directors chosen by consensus.
Section 5.4. Continuation in Office. After the expiration of the term for which he or she was elected, a Director who is not reelected shall continue to hold office until his or her successor is elected
and has accepted election.
Section 5.5. Removal. A Director may be removed by a two-thirds majority vote of the members present in an annual general meeting or by a petition by two-thirds of the members at any time. A vacancy existing by reason of the resignation, death, incapacity, or removal of a Director before the expiration of his or her term may be filled by majority vote of the remaining Directors. A Director so elected shall serve for the remainder of his or her predecessor's term.
Section 5.6 Committees. The Board of Directors may establish from time to time, by resolution adopted by a majority of the Directors in office, committees to carry out regular activities or particular functions or programs of the Association, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the association.
Section 5.6.1 Trustees. The Board of Directors by majority vote, may establish a committee of Trustees who will help them in moving forward to improve the image of JU, JUAA and JUAA WMA. These positions will be held mostly but not limited to, by senior JUAA alumni who with their vision and expertise will mobilize JUAA WMA in areas not presently covered by the Board.
The committee of Trustees will have five members and each of them will have tenure for five years. At the end of fifth year the board, by majority vote, will select five new trustees. During selection of new trustees, the board of directors may request one or more trustees individually to continue for more than one term.
During their tenure each trustee will be free to resign if he or she so desires. The vacant position of a trustee will be filled in promptly within three months and the trustee's tenure will terminate with the retiring date of the trustee he/she is replacing.
ARTICLE VI: BOARD OF DIRECTORS MEETING
Section 6.1. Place of Meetings. Meetings of the Board of Directors may be held at such places as the Board may from time to time determine or, in the absence of such determination, as the person or persons calling a meeting may specify.
Section 6.2. Annual Meeting. Beginning in 2002, there shall be an annual meeting of the Board of Directors to fill any vacancy on the Board and to make arrangements for the management of the affairs of the Association for the following year, including appointment of officers of the Association, and to conduct such other business as may be appropriate. The annual meeting shall be held on such date and at such time as may be determined by the Board or, in the absence of such determination, by the President, or if neither of them acts, by two or more Directors.
Section 6.3. Other Meetings. The Board of Directors may by resolution establish a schedule of regular meetings of the Board. Special meetings of the Board of Directors shall be held whenever called by the President or by two or more of the Directors.
Section 6.4. Quorum. To constitute a quorum for the transaction of business at any meeting of the Board of Directors, the presence shall be required of the greater of (i) four Directors or (ii) one-third of the Directors in office at the time. For approval of those motions that may require approval of absolute majority of Directors, ratification of the same by those Directors who were absent in the meeting and/or their telephonic/electronic concurrence will be recognized and accepted as meeting the requirements.
Section 6.5. Participation by Communication Equipment. Directors may participate in a meeting of the Board of Directors by means of conference telephone, or similar communication equipment provided all persons participating in the meeting can hear and speak to each other. Such participation shall constitute presence in person at such meeting.
Section 6.6. Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of Bylaws) or of any committee of JUAA may be taken without a meeting if consensus in writing setting forth the action so taken are signed by all of the members of the Board. Such consensus shall have the same force and effect as a unanimous vote of the Board. An action so taken shall be deemed to have been taken at a meeting duly held in accordance with these bylaws.
Section 6.7. Participation of Members in Meetings. Unless otherwise decided by a simple majority of the Board of Directors, all meetings of the Board will be open to all members to attend as observers and participate to the extent requested by the Board. The observers will not have any voting rights and may be excluded from parts of the meeting that the Board decides to conduct in camera.
ARTICLE VII. OFFICERS
Section 7.1. Officers. The officers of the Association shall be a President, a Secretary and a Treasurer, and such other officers as the Board of Directors may designate. The officers may, but not necessarily be Directors; Associate Members may also be appointed as Officers, except for the position of President, which will always be filled by a regular member.
Section 7.2. Appointment of Officers; Terms of Office. Officers shall be appointed by the Board of Directors at each annual meeting of the Board of Directors, for a period of one year starting January 1 of the following year. A vacancy between annual meetings shall be filled by the Board, at a meeting or by action in writing pursuant to section 6.6, for a term expiring at the next succeeding January 1. Each officer shall hold office until the expiration of his or her term and until his or her successor shall have been duly appointed or until he or she shall resign or be removed. Officers shall be eligible for reappointment and any member (Regular and Associate) in good standing on the day of appointment may be appointed an officer.
Section 7.3. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to section 6.6, whenever, in the Board’s judgment, the best interests of the Association will be served thereby.
ARTICLE VIII: DUTIES OF OFFICERS
Section 8.1. President. The President shall be the Chief Operating Officer of the Association, subject to the direction and control of the Board of Directors, to whom he or she is responsible for the affairs of the Association and for the performance of its other officers and its employees. The President may sign and execute, in the name of the Association, deeds, contracts and other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association. In general, the President shall perform all duties incident to the office of chief executive and chief operating officer of a corporation, and such other duties as from time to time may be assigned to him or her by the Board. The President, if present, shall preside at all meetings of the Board. He shall have the power to delegate authority to act on behalf of the Association to any Director or Officer or Member of the Association.
Section 8.2 Secretary. The Secretary shall:
- Certify and keep the original or a copy of the Articles of Incorporation and Bylaws, as amended;
- Keep a book of minutes of all proceedings of the Board and of the annual general meeting;
- Keep an updated Membership list and their standings;
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
- Be custodian of the records and of the corporate seal and see that the books, reports, statements and all other documents and records required by law, other than those for which the Treasurer is responsible, are properly kept and filed;
- Exhibit at all times to any Director, upon request, the Bylaws and minutes of proceedings of the Board; and
- In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board or the President .
Section 8.3 Treasurer. The Treasurer shall:
- Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association, in such banks, investment companies, other depositories or in any other manner as shall be selected by the Board of Directors;
- Keep and maintain adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus;
- Exhibit the books of account and records to any Director or member, upon request, during business hours, at the office of the Association where such books and records are kept;
- Advise the President and the Secretary of any change in membership standing of any member due to non-payment of membership dues, if any, etc.
- Render, upon request, a statement of the condition of the finances of the Association at all meetings of the Board, and render a full financial report at the annual meetings of the Board and at the annual general meeting.;
- Receive, and give receipt for, money due and payable to the Association from any source whatsoever;
- In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board or the President.
ARTICLE IX: FINANCIAL ADMINISTRATION
Section 9.1. Control of Expenditure. General. It is anticipated that the Association may distribute funds, goods, and services to other charitable entities, both foreign and domestic, including JU and its affiliated institutions, conducting activities consistent with the purposes of the Association as described in Article III of the Articles of Incorporation, except that it shall not distribute any funds or transact any business related to any activity that is prohibited by Article III of these Bylaws . In order to retain the maximum amount of discretion and control over the use of such funds, goods and services, and thereby ensure that such distributions will be used by the recipient entities only for the purposes consistent with those contained in the Association’s Articles of Incorporation and Internal Revenue Code Section 501 (C) (3) , the Association shall employ such review and monitoring of the recipient entity’s activities as may be felt appropriate by the Board of Directors.
Section 9.1.1 JUAA WMA will set aside a special bank A/C: JUAA WMA Scholarship Account where all collections and contributions for funding the annual scholarship awarded by the chapter will be deposited and used for the disbursement of scholarship amounts. Further, all surpluses out of the general fund of JUAA WMA shall be contributed to this scholarship A/C at the end of each year until the scholarship fund assets reach $ 20,000. The deposited fund from this account will not be withdrawn for the purposes other than disbursement of the scholarship amounts.
Section 9.2. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 9.3. Deposits and Accounts. All funds of the Association, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, mutual funds or other depositories as the Board of Directors may select, or as may be selected by any officers or officers or agent or agents of the Association to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Association, checks, drafts and other orders for the payment of money that are payable to the order of the Association may be endorsed, assigned, and delivered on behalf of the Association by any officer or agent of the Association.
Section 9.4. Checks, Drafts, Etc. All checks, orders for the payment of money, obligations etc. shall be signed or endorsed by such officer or officers or agent or agents of the Association and in such manner as shall form time to time be determined by resolution of the Board of Directors.
Section 9.5. Indemnification.. The Association may indemnify its Directors, officers and agents form and against liabilities arising from their good faith actions within the scope of their respective authorities.
ARTICLE X: AMENDMENT OF BYLAWS
These bylaws may be amended (a) by a majority of two-thirds of the members attending a general or special meeting where such proposal has been duly included in the meeting Agenda, or (b) by a written petition bearing signatures of at least two-thirds of the members; or (c) by two thirds majority of the members responding to a voting by mail conducted by the Board for the sole purpose of amending the Bylaws.