BY-LAWS OF THE

INDIA LEAGUE OF AMERICA

MICHIGAN

ARTICLE I

The name of the corporation shall be “INDIA LEAGUE OF AMERICA”, MICHIGAN, to operate as a not for profit corporation to promote interests of the Indian community and Indian subcontinent in North America.

ARTICLE II

OBJECTIVES

1. India League of America is a charitable and educational organization created to provide a common vehicle for the expression of cultural, educational, social, and economic affairs of the people of Indian origin in North America.
2. The corporation shall have all the powers that are now or as may hereafter be granted by Not for Profit Corporation Act of the State of Michigan.

ARTICLE III

MEMBERSHIP

SECTION 3-A: Eligibility

1. People of Indian ancestry and relationship
2. Organizations of people of Indian origin consisting of at least fifty (50) members.
3. People of the United States of America sharing values of the people of Indian Ancestry.

SECTION 3-B: Categories of Membership

1. ACTIVE MEMBER – a person duly approved by the Board of Directors as a member of India League of America, and who has currently paid all the annual dues.
2. LIFE MEMBER – a person who has paid all life membership dues, and is accepted by the Board of Directors.
3. STUDENT MEMBERS – all persons who are full-time students and are accepted by the Board of Directors; upon payment of annual dues specifically set for this category.
4. HONORARY MEMBERS – distinguished people, selected by the Board of Directors with a 2/3 voting majority. Appointment of these members shall be for life, without voting rights or requirement to pay dues.
5. LIFETIME MEMBERS – Lifetime appointment of any of the outstanding members of the India League of America, who have performed and made exceptional contributions to the India League of America, can be made by the Board. This shall include voting rights under prescribed situations in the by-laws.
6. ORGANIZATIONAL MEMBERSHIP – Any organization may become member of India League of America upon approval by the Board of Directors, for a period of one (1) year. Renewal of membership shall require yearly renewal by the Board of Directors of India League of America. Member organization shall pay annual dues equal to an individual member’s annual dues. Members of the organization shall qualify to participate in the functions and activities arranged by the India League of America. The organization shall be a non-voting member. A representative of the member organization may attend Board of Directors of India League of America meetings without vote as an ex-officio member during any of the regularly called meetings upon approval by the Board. Representatives of the member organizations are prohibited from attending any of the special meetings of the India League of America.
7. DUES – Annual and life member dues shall be determined by the Board of Directors, payable by April 15 of each year. Dues paid after April 15 shall result in non-voting status for the election process during that year. Failure to pay dues during the entire year shall automatically result in suspension of the membership.
8. RE-INSTATEMENT OF MEMBERSHIP – When a membership is suspended or terminated, the Board of Directors may re-instate the membership by a simple majority.
9. TERMINATION OF MEBERSHIP – Any member may be terminated by a 2/3 vote of the Board for actions of the member found to be against the interest of the India League of America. A 4/5 majority of the Board of Directors may terminate a membership for no cause.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 4-A:           Board of Directors shall be final authority for the management of

India League of America. It shall consist of a total of fifteen (15) members, elected by plurality of votes during the election process.

SECTION 4-B:            Four (4) members of the Board of Directors shall be elected each year for a three (3) year term. Three (3) members shall be selected by the elected Board during the first meeting of the Board in the month of January each year. Selected members shall serve for a duration of one (1) year. One of these members must be one of the past presidents of India League of America.

SECTION 4-C:           Member organizations may be represented by one (1) person as an ex-officio member for a term of one (1) year. The same individual may serve for a duration of not exceeding three (3) years.

SECTION 4-D:           The immediate past president shall be an ex-officio member of the Board without vote.

SECTION 4-E:            Additional Board members: In addition to the fifteen (15) Board members and other ex-officio members, the Board of Directors may appoint lifetime Board members without vote. Lifetime members shall be appointed by a 2/3 majority of total Board members.

SECTION 4-F:            REMOVAL OF BOARD MEMBERS

1. Any board member who misses more than 50% of regularly schedules meetings shall automatically be removed from the Board for the following one calendar year.
2. A 2/3 majority of all members of the Board may remove any Board member without cause.
3. For quorum purposes, for the duration of the term of the removed member, the total number shall be adjusted to reflect the change.
4. Vacancies on the Board shall be filled only during the regularly scheduled election of the Board of Directors.
5. Lifetime members may be removed for a cause by a majority vote of the entire membership by a ballot vote only.

SECTION 4-G:           MEETINGS OF THE BOARD OF DIRECTORS

1. Regular or special meetings of the Board shall be called by the President. Any seven (7) members of the Board may request a special meeting for a one-issue agenda to the president, who shall call the meeting of the Board for a single-issue agenda. No other business may be conducted during this meeting. Any by-laws changes or issues regarding interpretation of by-laws, shall not be acted upon during any of the special meetings of the Board.
2. QUORUM: A 50% majority attendance is required for a quorum. When the quorum is not present, the President is authorized to call any member on the phone, and seek a phone proxy. Proxies by any other member shall not be permitted.
3. PROXIES: Proxies may not be used when 2/3 majority votes are required. Decisions made through proxy votes may be challenged during the next meeting only, and shall be re-voted during the meeting.

SECTION 4-G:           DUTIES: Management of India League of America Corporation shall be through majority decision of the Board. Decision of the Board under the By-Laws shall be final unless the general body of membership over-rules any of the decisions with a simple majority during the membership meeting.

SECTION 4-H:           Board may appoint any number of committees to facilitate the operation of India League of America.

SECTION 4-I:             Board shall appoint an executive committee consisting of President, Vice-President, Secretary, Treasurer, and two (2) representatives at large. The two (2) representatives at large shall be members of all committees of the Board, and they shall communicate with the chairmen of committees on behalf of the executive committee.

ARTICLE V

EXECUTIVE COMMITTEE

SECTION 5-A:           Executive Committee consisting of six (6) members shall be responsible for the day-to-day management of India League of America. Executive committee shall follow the policies and guidelines set forth by the Board of Directors, and implement no policy or budgeting decisions unless approved by the Board of Directors.

SECTION 5-B: Officers of the executive committee

1. PRESIDENT – The president of the executive committee shall also be Chairman of the Board of Directors. The President shall chair the Board and executive committee, and shall act as a representative and chief operating officer of the India League of America. President shall be elected during the January meeting of elected members of the Board, and shall be a member of all committees.
2. VICE PRESIDENT – The vice president shall represent the president during any absence of the president, or at the request of the president. Vice president shall carry out duties assigned by the president.
3. SECRETARY – The secretary shall maintain all of the records and documents of the India League of America.
4. TREASURER – The treasurer shall maintain all financial records, and act on financial and budgeting matters. The treasurer shall sign all checks on behalf of the India League of America. All checks shall require two (2) signatures – the second person being either the president, vice president, or the secretary.
5. MEMBERS AT LARGE – Two (2) members at large shall be appointed. Each of them shall be responsible for assigned committees of the Board. At large member and the president shall be officer on all the committees of the Board.

SECTION 5-C:           Removal of Officers. Any officer of the executive committee may be removed by a 2/3 majority of the Board members by a signed vote during any of the regularly held meetings of the Board.

SECTION 5-D:           Terms of the officers. All of the officers of the executive committee shall serve during a calendar year. Upon termination, all of the officers must return all pf the records, materials and possessions of the India League of America to the president of the executive committee, who shall relinquish the office upon appointment of a successor. The treasurer shall also turn over all records, monies and accounts to the appointed successor; and shall continue to hold office until a successor is appointed.

SECTION 5-E: Operational duties of President

1. Shall be the chief operating officer of the Corporation.
2. Shall sign all legal documents, instruments, contracts, etc., on behalf of the Corporation.
3. Shall perform all duties assigned by the Board.
4. Shall be responsible for operation and management of the Corporation.
5. Shall assign duties and responsibilities to other members of the Board, the organization and the Corporation.
6. Shall seek advice and approval of the Board for all actions of the executive committee.

ARTICLE VI

INDIA LEAGUE OF AMERICA – CORPORATION

SECTION 6-A:           India League of America shall be a non-profit organization, and shall maintain its activities within the laws applicable t a non-profit organization.

SECTION 6-B:            India League of America shall establish “for profit entities”, which are required to assist and sustain activities of the India League of America or carry out its mission. India League of America shall appoint an operational committee for management of each for-profit entity.       

SECTION 6-C:           India League of America shall establish and operate an office and an India cultural and social center, individually or in cooperation with other not for profit corporations. All of the properties shall be managed under the guidance of the India League of America Board of Directors unless otherwise approved by the membership of the India League of America.

ARTICLE VII

NOMINATIONS AND ELECTIONS

SECTION 7-A: Nominating Committee

1. Nominating committee of five (5) members shall be appointed by the Board of Directors during the August meeting of the Board.
2. Only Active members of the India League of America of at least five (5) years in good standing may be members of this committee. Members of the Board of Directors are not eligible to be members of this committee.
3. Chairperson of the nominating committee shall be appointed by the Board of Directors.
4. Nominated persons shall be members in good standing for at least two (2) years.
5. President of India League of America shall be an ex- officio member of the nominating committee.
6. Final nominated slate shall be submitted to the Board of Directors for any “exclusion from slate only” of a candidate. This may be done by a 2/3-majority vote. Board of Directors may not add names to the slate.
7. Upon approval of the Board of Directors, slate shall be sent to the membership for any nomination by signatures of ten (10) active voting members. Any one member may nominate only one candidate for the election.
8. General membership must have at least three (3) weeks to send names of candidates for addition before the final slate is closed and ballots are mailed.
9. Election ballot shall be sent to all voting members, who have paid their dues before April 15, by November 15.

SECTION 7-B: Interim Board

1. In case of a violation of the election procedures by the nomination committee and the terms of the by laws, the Board shall adjudicate violations and approve any change to the slate of candidates. However, the Board shall not delete any name from the ballot, which may have been previously approved by the Board. In case of delay of the election process, an interim Board shall operate indefinitely until the election of new Board members. The interim Board shall select three (3) new members, along with the remaining eight (8) elected members. Members whose term had expired on December 31 shall not be allowed to participate in the interim Board, and may not be appointed as one of the three selected members to the Board. All of the appointed lifetime members shall automatically become members of the interim Board with vote. The interim Board shall have authority and power similar to the regularly elected Board. The interim Board may appoint a new president and the other officers and well as all of the committees.

SECTION 7-C: Voting

1. Voting shall be by secret mailed ballot by the active voting members.
2. Elected members and the Board of Directors shall be informed of election results by December 15.
3. Records of all ballots shall be turned over to the secretary for record purposes.

ARTICLE VIII

CONFLICT OF INTEREST

SECTION 8-A:           Any person having personal, financial, or any other conflict of interest must inform the Board of the same; and must obtain a 2/3 vote of confidence for continuation as a member of the Board or an officer.

SECTION 8-B:            No person shall cause to benefit financially from holding India League of America offices.

SECTION 8-C:           No officers shall be remunerated, unless approved by the Board.

SECTION 8-D:           During any of the Board meetings for deliberations for action against a member, the member must physically abstain from attending the meeting. The deliberations of the meeting shall be confidential, and no member shall divulge the minutes of the proceedings. In case of violation of this policy, the offending member shall be required to be disciplined; and the actions recorded in the minutes of the meeting.

SECTION 8-E:            More than one disciplinary action against any member shall result in automatic removal from the Board for the remaining duration of the calendar year.

ARTICLE IX

DISPUTES, RESOLUTION, ACCOUNTABLITY

SECTION 9-A:           Board of Directors shall be the ultimate authority for resolving all disputes arising from operational issues of the India League of America.

ARTICLE X

COMMITTEES

SECTION 10-A: COMMITTEES OF DIRECTORS

1. The Board of Directors may designate one or more committees, each of which shall consist of one (1) or more Directors and other members of the general body to perform special functions. The Committee may be a standing committee or an ad hoc committee.
2. An audit committee shall be appointed annually consisting of three (3) members. The audit committee shall provide a written report from a Certified Public Accountant to the Board of Directors at the General Body Meeting.

ARTICLE XI

OPERATIONAL GUIDELINES

SECTION 11-A:         Operational guidelines shall be approved by the Board of Directors, and may be modified at any time by a 2/3 vote. Any modifications to the guidelines shall be required to be approved by the general body during the next regularly called meeting.

ARTICLE XII

MEETINGS

SECTION 12-A:         GENERAL BODY MEETINGS – President of the India League of America may call a meeting at anytime with the approval of the Board of Directors. At least one (1) meeting shall be as a business meeting, attended by voting members only. In addition, a meeting may be called for raising funds for India League of America or its wholly owned corporations.

SECTION 12-B:          PUBLIC RELATIONS AND POLITICAL EDUCATION MEETINGS – The India League of America taxable subsidiaries may engage in activities designed to update the political environment, invite political guests, and seek appropriate exchange of ideas with various people and organizations. Such activities shall be sponsored by an organization directly responsible to the board of Directors of the India League of America for its operational policies.

SECTION 12-C:         All meetings will be conducted under Robert Rules of Order.

ARTICLE XIII

BOOKS AND RECORDS

SECTION 13-A:         The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record containing the names and addresses of the voting members. All books and records of this organization may be inspected by any member. The financial statement of the fiscal year should be presented by the Treasurer in the annual meeting.

ARTICLE XIV

AMENDMENTS TO BY-LAWS

SECTION 14-A:         These By-Laws may be amended at any Board of Directors meeting of the Corporation by a two-thirds affirmative vote of the members present.