KOA By-Laws Amendments FINAL DRAFT docx 2014

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1 KOA By-Laws Amendments FINAL DRAFT docx 2014 KOA BY-LAWS REVIEW THE PROCESS AND THE RATIONALE The By-Laws Review Committee is honored to have had the opportunity to work on reviewing the Kashmiri Overseas Association s (KOA) Bylaws and Standard Operating Procedures. The BLRC started its work by reaching out to the community, and through two comprehensive surveys (including one targeted specifically to KP youth) and several one-on-one interviews, received significant feedback from KOA members as well as non-members. The feedback clearly established the following needs (to list the most repeated; not listed in any order of priority): Remove loopholes in the current by-laws they should not be open-ended. Add checks and balances in the bylaws and SOP to address infighting, internal conflicts. Build trust in the board. KOA to be led by people who understand the mechanisms of running a non-profit organization; Engage the youth in the organization; National elections and term limits for all board positions; Clear organizational procedures and structure; Focus on chapters vs. zones given that the current zonal structure does not allow for effective interaction, take the focus away from zones ; Create an oversight mechanism so that board mismanagement of the kind that happened with the last board does not happen again; Regions/zones to have a weighted vote; or have zones/regions that have a balance of KP population; Bring professional competency to the board; Move KOA towards a professionally run not-for-profit organization, with clearly articulated governance procedures/guidelines; Promote transparency, and provide membership with a clear and rational reasoning for resource allocation; Revamped communication infrastructure website, forums, newsletters, etc.; Programs with clear description and direction, and clearly defined goals and benchmarks. Accountability of programs and program directors/managers. The BLRC s take-away from this crucial feedback was focused on four principles: Digitally signed by Bansi Pandit Reason: I attest to the accuracy and integrity of this document Date: :32:23-06'00' Accountability - From president, to board, to zonal directors, to chapter presidents, to program directors, to membership, donors, etc. Sustainability Organizational (governance, financial), and individual (president, board and volunteers) Growth & demographics - Build additional membership. The next generation is growing, and our demographics are changing We need to involve the youth in a more intentional and proactive manner Empowerment Of the chapters and of individuals (members and non-members alike) With these four principles and the feedback from the community guiding us, the BLRC has proposed a comprehensive set of amendments of the existing by-laws. The changes include, among other things: Page 1

2 An underlying nimble structure that support the four principles highlighted above, and one that allows the organization to grow in a sustainable manner, empowering the membership and the larger community, while at each step being accountable to them. An oversight mechanism that allows the membership to seek recourse in case any member of the board/leadership, or the entire board, is remiss in their duties to the organization and the membership. A focus on the local chapters where all the action is, and representation from across the country, so that board actions/decisions actually reflect the will of the membership and the community at large. Clear guidelines for financial and program management, with accountability built into the operating systems. A system of checks and balances that allow for more impactful mission work for the organization. In closing, it is clear that a lot of our community members are still staying away from the KOA. We are also losing our youth by continuing to look back instead of looking ahead. Building membership is fantastic, but new members that are coming on still have the same concerns as they did before. If we want to retain our new and current members, we need to address these concerns. KOA has not had a major review of bylaws since 1996 (the 2008 review was not approved by the board). It is time for the membership to help move the organization to the next level, and we hope that these bylaws, and your review and feedback will help tremendously towards achieving that goal. The BLRC stands firmly behind its recommendations, and we look forward to hearing back from you with your feedback and comments, so we can finesse these amendments into a set of firm, implementable by-laws. Note: Appendix 1 on the next page provides a snapshot overview of the proposed KOA organization. Page 2

3 Board of Trustees (First appointed by Board; subsequently by BOT itself) CPA /Financial Management (appointed by Board) Zone 1 NY, DL Zone 6 AL, FL, GA, MO, MS, NC, SC, TN APPENDIX 1 - GOVERNANCE AND ORGANIZATIONAL STRUCTURE Core Principles: Accountability, Sustainability, Growth, Empowerment Zone 2 CT, MA, ME, NH, RI, VT Zone 7 AK, IA, IL, MN, ND, NE, SD, WI, WY KOA Members & Affiliates KOA By-Laws Amendments FINAL DRAFT docx 2014 KOA Chapters Each Chapter shall be coordinated by a Chapter President (chapter presidents nominated by membership in the chapters) Project Directors, IT & Web (nominated by President, approved by Board) Zonal Directors (To be nominated by chapter presidents in each zone) Zone 1 Zone 2 Zone 3 Zone 4 Zone 5 Zone 6 Zone 7 Zone 8 Zone 9 Zone 10 Community oriented network Zone 3 NJ, PA Zone 8 IN, KY, MI, OH Zone 4 Washington DC, MD, VA, WV Zone 9 Northern CA, ID, MT, OR, WA Director Fundraising (To be elected, or in case of no candidates, to be nominated by president + and approved by the board) Director Program Oversight * Zone 5 AR, CO, KS, LA, OK, TX, UT Zone 10 AZ, Southern CA, HI, NM, NV Director Heritage & Culture * Officers Secretary **, Treasurer, Youth Director (Elected; forms, with President, the Executive Committee of KOA BOARD KOA President** (Elected) *Nominated from the Zonal Directors ** Elected on a joint ticket with the President Page 3

4 2014 PROPOSED BY-LAWS AMENDMENTS Current KOA By-Laws (last revised 1996) 2014 PROPOSED AMENDMENTS Rationale for Amendments PREAMBLE Guiding Principles The Bylaws of the Kashmiri Overseas Association have their basis in the laws of the United States, the State of Maryland and the Internal Revenue Service Regulations that govern not-for-profit Section 510(c)(3) organization. In the event of a conflict regarding the interpretation of the bylaws, the Maryland Corporations and Associations Code and the Internal Revenue Code (Title 26 of the United States Code) and its implementation regulations published by the Internal Revenue Service, shall prevail as the final word. Transition The bylaws will be accompanied by a transition plan and a timeline, to help the organization with the implementation of the revised governance rules. The transition plan will allow the evolution of the organization into the new structure and governance framework. Implementation All the officers and directors of KOA will be required to commit to a set of ethics rules, policies outlining the roles and responsibilities, and a conflict of interest policy. Standard Operating Procedures The bylaws will be accompanied by a set of Standard Operating Procedures that will include, among other areas, procedures for financial management, program management, fundraising, communications, etc. These SOPs will be approved by the board, and shall provide the detailed framework for the day-to-day operations of KOA. The Board of Directors, including the Executive Committee, and all Project Directors and other officers of the organization shall follow these Standard Operating Procedures (SOPs), to guide them in performing their roles/functions. ARTICLE I Name and Purpose Section 1. The organization shall be known as the Kashmiri Overseas Association (KOA), herein referred to as The Corporation. Section 2. The purpose of The Corporation is to i) promote Kashmiri ARTICLE I NAME, VISION, MISSION & PURPOSE SECTION 1 - NAME, LEGAL FORMATION & LOCATION 1.1 Name The name of the organization shall henceforth be Kashmiri Overseas Association Inc. (KOA) herein referred to as the Corporation. Page 4

5 Pandit ethnic and socio-cultural heritage, ii) promote and celebrate Kashmiri Pandit religious festivals, and iii) provide financial assistance to needy and deserving individuals, educational institutions, places of worship, and shrines both in US and India. ARTICLE II OFFICES Section 1. Principal Office: The principal office of the Corporation shall be located at 9300, Cedercrest Drive, Bethesda, Maryland Section 2. Registered Office: The registered Office of the Corporation shall be located within the State of Maryland. Section 3. Other Offices: The Corporation may also have offices at such places both within and outside the State of Maryland as the Board of Directors may from time to time determine or the business of the Corporation may require. 1.2 Legal Formation The Corporation is incorporated under the laws of Maryland as a non-profit organization. The date of incorporation of the Kashmiri Overseas Association is May 1 st, Location & Offices: The principal and registered office of the Corporation is located at 9300, Cedercrest Drive, Bethesda, Maryland The Corporation may also have offices, at such places both within and outside the state of Maryland as the Board of Directors may from time to time determine or the business of the Corporation may require. SECTION 2 VISION, MISSION & PURPOSE 2.1 Vision Statement As the single largest organization of Kashmiri Pandits in the US and perhaps the world, KOA s vision is that of a purpose-driven, cohesive, self-reliant Kashmiri Pandit community, with significant achievements and a strong belief in itself, and an ability to maximize this potential at the individual and collective. It is a vision of future generations that have a clear understanding of, and a strong association with, their roots, their heritage, their culture and their beliefs; where the Kashmiri Pandit history and culture is well known and appreciated around the world; where the community has a homeland that it looks upon as a beacon; where the age-old traditions of spirituality and academic excellence flourish within established institutions; and where the community is led by successive generations of proud Kashmiri Pandits. 2.2 Mission The Kashmiri Overseas Association is a networked organization founded to preserve and promote the Kashmiri Pandit ethnic and socio-cultural heritage for our future generations, and to preserve the dignity and integrity of the Kashmiri Pandit Community across the world through the 1) preservation of Kashmiri history, language, food, culture and religious practices, 2) promotion of 100% literacy and education with a goal of creating a self-reliant community; and 3) healthcare assistance for the elderly or the chronically ill, especially among the displaced population. ARTICLE II SCOPE OF THE ORGANIZATION Section 1 GEOGRAPHIC SCOPE 1.1 Geographic Focus KOA will focus its programmatic activities in the United States of America, and may, at a time Page 5

6 deemed appropriate by the Board of Directors, explore expanding its activities globally by establishing chapters in accordance with the non-profit laws of the host country. ARTICLE III Membership and Dues Section 1. Life Member: Any individual or family can apply for life membership and may be admitted as such a member unless otherwise disqualified to be such a member. Section 2. Family Member: Any family may apply for membership of the Corporation and may be admitted as such a member unless otherwise disqualified to be such a member. Family shall mean wife, husband, and children under 18 years of age. Section 3. Single Member: Any Persons over the age of 18 can apply for Single member and may be admitted as such a member unless otherwise disqualified to be such a member. Section 4. Senior Member: Any couple (wife and husband) or a single person over age 65 can apply for a Senior Member and may be admitted as such a member unless otherwise disqualified to be such a member. Senior Member dues shall be at a reduced rate. Section 5. Associate Members: Any individual or family who does not qualify for any of the above memberships and residents of countries other than the USA may be accepted as Associate members. Dues may be required from such Associate members. They shall not have any rights or interest in the property and assets of the Corporation. Section 6. Membership Dues: The membership dues for each membership category shall be determined by the Board of Directors and revised from time to time. Any member who remains in default in payment of dues for a period of 30 (thirty) days after receipt of a notice of default shall be suspended from all voting privileges until such default is cured. Section 7. Removal: Any member may be removed or disqualified from ARTICLE III MEMBERSHIP & DUES Section 1 MEMBERSHIP ELIGIBILITY 1.1 Eligibility Membership in KOA shall be open to all Kashmiri Pandits, their spouses (KP and non KP), their children, and anyone with a proven Kashmiri Pandit heritage (as defined in the Standard Operating Procedures Chapter 1 - Who is a Kashmiri Pandit ). 1.2 Residency Requirements Members must be US citizens, permanent residents, or residents with a long-term visa to the US, and shall have to become dues-paying members. Individuals on a Visitors Visa to the US are NOT eligible for membership to KOA. 1.3 Code of Ethics and Conduct Members will be required to adhere to a Membership Code of Conduct, as detailed in the Standard Operating Procedures. Members will be required to renew this commitment each year, in order to maintain a current membership status. Section 2 MEMBERSHIP DUES 2.1 Dues Amount Membership dues for each membership category shall be determined by the Board of Directors and revised from time to time as necessary. 2.2 Membership Dues for KOA Donors All donors to the organization who have made a contribution to KOA, at a minimum level established by the board, shall be considered paid members of the organization for the remainder of the year of their contributions, as long as they meet all other membership eligibility criteria. Section 3 MEMBERSHIP CYCLE 3.1 Membership calendar Membership to KOA will be on a calendar year basis, and will expire on December 31st of the year of membership. KOA needs to be an inclusive organization and therefore we need to have an opening for non-dues-paying KPs and their families to have access to KOA. Community members will become paid members if they see clear reasons/ advantages, accountability, reporting and positivity. The last few years have done some major damage to the organization, and this will be rectified only with time and the delivery of tangible results. Just as members require accountability from the organization, we need a process that holds members responsible for the quality of their engagement with KOA, hence the terms and conditions and the membership code of conduct. Page 6

7 membership by a majority vote of the members present at any annual meeting or at any special meeting of the members called for this purpose on the ground that the conduct of such member is prejudicial to this Corporation. Provided, however, such member shall first be served with written notice of the accusations against him/her, and shall be given an opportunity to explain his/her position and answer the accusations and to produce his/her defense and/or witnesses, if any, and shall also be given an opportunity to be heard at the meeting in which such a vote is taken. Section 8. Notice: Notice of any action proposed to be taken by the Board of Directors with respect to any additional assessments other than membership dues shall be sent to members promptly by registered mail and shall not become effective until 15 days after such mailing. No member who resigns from The Corporation prior to the effective date of such action shall be bound thereby. Section 9. Membership Rights and Duties: (a) Each member who has paid dues and is above the age of eighteen (18) years shall be eligible to vote. (b) Family Member shall have two votes one for wife and other for husband, Single Member shall have one vote, and Senior Member shall have two votes one for wife and one husband. (c) Associate members shall not have the vote. (d) The rights of each member in the property and assets of the Corporation shall be equal except Associate Members. (e) Membership shall not be transferable. (f) New members shall have the same voting and property rights as all other members, entitled to such rights. (g) Whenever any person ceases to be a member, his/her rights as a member shall automatically be suspended and shall release the Corporation and other members from any claim to any of the property or assets of the Corporation. (h). The secretary shall keep a membership book containing the names and address of current membership. 3.2 Renewals In order to continue their membership, all members, including Lifetime Members, shall be required to renew or re-register their membership online by re-signing the Membership Code of Conduct, updating their contact information, and making their membership payments as applicable. Section 4 TYPES OF MEMBERSHIP 4.1 Active Membership Any individual or family living in USA can apply for active membership and may be admitted as such a member unless otherwise disqualified to be such a member. Active members must be above the age of eighteen (18) years. Active membership shall be for a period of one year, and can be renewed by reregistering on the KOA website. The Active Membership levels shall be as follows: i. Individual Membership for any individual 18 years or older; ii. Family Membership for families with minor children; and iii. Youth Membership for youth ages (this shall be an individual membership). iv. Seniors Membership for members aged 65 years or older (this shall be an individual or family membership); v. Lifetime Membership for any of the above eligible individuals, families or youth. These members shall be considered dues-paying members for life, or for the duration of their association with the organization. A Lifetime Membership will apply to spouses and minor children only. 4.2 Affiliate Membership See Article XI Partners and Affiliates. Section 5 REMOVAL OR SUSPENSION OF A MEMBER 5.1 Termination for Cause KOA may terminate a member (including a member of the Board of Director or the Board of Trustees) at any time "for cause" 5.2 Grounds For " Termination for Cause Commission of any of the following acts by a member constitute grounds for KOA to terminate a member "for cause": i. Member acts in a manner that is in conflict with the interests of KOA (see KOA Conflict of Interest Policy ); OR ii. Member commits any act or acts that harm the KOA s reputation, standing, or credibility within the community(ies) it operates in; OR iii. Member commits a crime of moral turpitude such as an act of fraud or other crime involving Page 7

8 (i) All members shall have the right and privilege of withdrawing at any time by giving notice in writing of resignation. Such resignation shall be effective from the date of its receipt. Section 10. Dues or Assessments: The Board of Directors shall have the power to levy, collect and provide for collection of dues or assessments in accordance with the provisions of these bylaws, or any amendments thereto. dishonesty; OR iv. Member is charged with a felony crime. 5.3 Process for Termination Should any member of KOA engage in conduct that is prejudicial to the organization, her/his membership may be suspended by the board for a specific period of time, or suspended pending termination. The process of termination shall be as follows (in the order below): i. In case of a situation of membership suspended pending termination, the said member shall be served with a written notice detailing cause, and has been given an opportunity to explain his/her position. ii. If the explanation provided by said member is not deemed adequate, the board, with a majority vote, may suspend the said member s membership until the next scheduled or special general body meeting of members called specifically for this purpose. iii. A suspended membership will mean that the said member shall not have access to any KOA resources (list-servs, e-forums, etc.), and will not have a right to vote. If the said member has a family membership, his/her spouse shall retain their rights and privileges as a member, including the right to vote. iv. The said member shall be provided an opportunity to be heard the general body meeting, after which, members may vote to terminate the membership of said member. A majority vote of the membership present will be required for termination. 5.4 Renewal of Suspended or Terminated Membership A terminated membership may not be renewed at any time. A suspended membership can be renewed after the given suspension period is over. The Board of Directors shall deliberate on the membership application of such member and decide on the approval or disapproval by a majority vote. Notice of any action proposed to be taken by the Board of Directors with respect to any additional assessments other than membership dues shall be sent to members via electronic mail, at a minimum of 10 days before any required or necessary action is taken. Section 6 MEMBERSHIP RIGHTS AND RESPONSIBIITIES 6.1 Rights of Dues Paying Members Each active member of KOA shall enjoy equal rights to all KOA intellectual property, website, forums, etc., provided that they register their membership each year and agree to the Membership Code of Conduct. All dues-paying members shall enjoy the following additional rights: Page 8

9 i. The right to vote in any KOA election or organizational action that requires a membership vote. Individual dues-paying members will have one vote, while a dues-paying family membership shall have two votes. ii. Access to the KOA membership database. 6.3 Additional rights and responsibilities i. The rights of each active member in the property and non-financial assets of the Corporation shall be equal. Affiliate members shall not have this right, but may be provided access to KOA intellectual property, provided there is a majority board approval; ii. Membership shall be non-transferable; iii. Whenever any person ceases to be a member, his/her rights as a member shall automatically be suspended and he/she shall release the Corporation and other members from any claim to the property or assets of the Corporation; iv. The secretary shall keep a membership records containing the names and address of current membership; v. All active members shall have the right to the membership list of KOA. Members will make a request to the secretary of the organization for the list, and shall be provide the same within 14 days of making the request; vi. All members will also have the right to request the latest financial information of the organization, provided they submit a request in writing (includes ) with the reasons for requesting said information. The Secretary shall provide the information to the member within 14 days of the request; vii. A member shall have the right to withdraw his/her membership at any time by giving notice in writing of their withdrawal. Such resignation shall be effective from the date of its receipt; viii. The Board of Directors shall have the power to levy, collect and provide for collection of dues or assessments in accordance with the provisions of these Bylaws, or any amendments thereto; ix. All members shall be responsible for upholding the KOA Membership Code of Conduct. A breach of the code of conduct may result in the member losing her/his membership rights and privileges. ARTICLE VI Officers of the Corporation Section 1. (a) Number and Term of Directors: The business, property and affairs of this Corporation shall be managed by a Board of Directors composed of 11 Directors- one Director each shall be elected from the following 10 Zones. The President shall be the 11th Director. ZONE 1: New York State. ARTICLE IV GOVERNANCE AND ORGANIZATIONAL STRUCTURE The KOA governance structure, recognizing that all community activity happens at the local level, will be one of grassroots up. The organizational structure shall at all times allow for the grassroots membership to be represented directly on the board through the chapter leadership. The Chapter President role will be the key to growth and positivity in the organization. Chapters shall be directly represented on the national board by Zonal Directors, as detailed in Article IV, Section 2.2, and KOA recognizes that all community activity happens at the local level, and would like to provide the local KP communities the Page 9

10 ZONE 2: Massachusetts, Connecticut, New Hampshire and Rhode Island. ZONE 3: New Jersey, Pennsylvania. ZONE 4: Virginia, Maryland and District of Columbia. ZONE 5: Texas, Oklahoma, Louisiana and Arkansas. ZONE 6: Florida, North Carolina, South Carolina, Georgia, Alabama, Mississippi and Missouri. ZONE 7: Illinois, Minnesota, Wisconsin, Iowa, North Dakota and South Dakota. ZONE 8: Michigan, Indiana, Kentucky and Ohio. ZONE 9: Northern California, (North of Fresno), Oregon and Washington State. ZONE 10: Southern California, Nevada, New Mexico, Arizona and Hawaii. (b) The zones shall be based on the number of members living in each state. The grouping shall be reviewed from time to time by the Board and changes made by a two thirds majority of the board. Section 2: Election of Directors: (a) Each Director shall be elected from the respective zone by a majority vote of the members living in the area. Nominations shall be sought by mail from the eligible members and election shall be held and compiled by the Nominating and Election Committee. Nominating and Nominated Members have to be in good standing of the Corporation membership and resident of the respective zone. (b) In the unlikely event of having no nominations from a particular zone, the Nominating and Election Committee will have the mandate to nominate at least one person. (c) The directors shall be elected for a term of two years. There shall be no term limitations. Section 3. Vacancies in the Board: Any vacancy in the Board of Directors occurring during the year due to death, resignation, removal or other cause, shall be filled for the unexpired period of the term by a majority vote taken by the Directors present at any regular or special meeting of the Board of Directors. Article V, Section 3.1. Section 1- CORE PRINCIPLES Four Core Principles shall form the pillars of the KOA Governance and Organizational Structure, to achieve the KOA Vision, Mission and Purpose as defined in Article I, Section Accountability The KOA Organization shall provide constant accountability from the Board of Directors (President, Executive Committee, and Zonal Directors) and Project Directors, to the Board of Trustees, Donors and Members; 1.2 Sustainability The KOA Organization shall strive for sustainability at the following levels: i. Organizational - including sustainable financial systems and programs (including reporting); and ii. Individual that of the volunteer leadership of the organization. The intention of this structure is to promote a thriving networked community based structure and organization and is not meant to operate in a hierarchical fashion. 1.3 Growth & Demographics The KOA Organization shall address the growth and changing demographics of our community, enabling membership growth, accommodates synergistic affiliates, and most importantly including the needs and expectations of the youth. 1.4 Empowerment The KOA Organization shall, through its programs and services, empower the Chapters, the KOA membership, and the KP community. Section 2- STRUCTURE 2.1 Building Blocks The KOA organizational structure will have five integrated building blocks, which will remain an integral part of KOA By-Laws. Each of these five building blocks is designed to accommodate future growth. i. KOA Members and Affiliates make up the self-organizing communities called Chapters ii. The KOA which has the authority to nominate and appoint positions; representation they would like at the national level. The current zonal structure has created a huge divide between the grassroots membership and the national organization. The proposed structure aims at eliminating that divide, and allows for the grassroots membership to be represented directly on the board. We believe all action is local and that should be the focal point of all KOA programs. Therefore, the Chapter Director role is the key to growth and positivity in the organization. While 58% of the respondents to the survey preferred a weighted vote (based on membership) for directors, it is not practical to implement this on an ongoing basis, given that it would require constant monitoring of membership and constant changing of zones. The proposed structure is the only option that allows for an even distribution of the community across the four regions. Page 10

11 Section 4. Compensation of Directors: The Directors shall not receive any stated salary for their services as Directors, but the Board of Directors, by resolution, may allow a fixed fee and/or expenses for costs incurred for attendance at each meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent or otherwise, and for receiving remuneration therefor. Section 5. Power to Appoint Other Officers and Agents: The Board of Directors shall have the power to appoint such other officers and agents as the Board may deem necessary for transaction of business of the Corporation. Section 6. Removal of Officers or Agents: Any officer or agent may be removed by the Board of Directors whenever in the judgment of the Board the business interests of the Corporation will be served thereby. Section 7. Power to fill vacancies: The Board of Directors shall have the power to fill in any vacancy in any office of the Corporation occurring from any reason whatsoever. Section 8. Delegation of Powers. For any reason deemed sufficient by the Board of Directors whenever occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity. Section 9. Executive Committee. The President, Vice-president, Secretary and Treasurer shall constitute the Executive Committee. The committee shall manage the day to day affairs of the Corporation under the bylaws and rules and regulations of the corporation. Section 10: Compensation: The Compensation, if any, of officers and agents shall be fixed by the Board. iii. Nominated Project Directors who, at the discretion of the KOA Board, design and execute specific projects (education, healthcare assistance, heritage & culture, networking, etc.); iv. Independent certified financial management, appointed by the KOA Board to assist the Treasurer in managing all KOA finances, that conforms to the laws of the land; and v. An appointed Board of Trustees that supports fund development,provides oversight to the KOA board in the event that there are any instances of mis-governance, and ensure that organizational governance is per the stated by-laws of the organization. 2.2 Chapters and Zones A critical mass of Kashmiri KOA membership or potential membership regardless of their status (active, affiliate, or un-paid members) at the local level (city or metro area level) shall form a chapter. A critical mass is defined as follows: i. 10 or more families in a metropolitan area; or ii. Fewer than 10 families in a metro area that has no existing chapter within a 60 miles radius. Each Chapter will nominate/elect its Chapter President. For purposes of administration, a number of self-organizing chapters within a pre-decided set of states will form a zone. Chapters Presidents within each zone shall nominate/elect a Zonal Director. In the event of multiple nominations for Zonal Director, the NEC shall facilitate an electronic vote of the chapter presidents to complete the appointment process. Based on current Kashmiri Pandit population distribution, the country is divided into ten geographies, called Zones for administrative purposes. These Zones are: i. Zone 1: DL, NY ii. Zone 2: CT, MA, ME, NH, RI, VT iii. Zone 3: NJ, PA iv. Zone 4: Washington DC, MD, VA, WV v. Zone 5: AR, CO, KS, LA, OK, TX, UT vi. Zone 6: AL, FL, GA, MO, MS, NC, SC, TN vii. Zone 7: AK, IA, IL, MN, ND, NE, SD, WI, WY viii. Zone 8: IN, KY, MI, OH ix. Zone 9: Northern CA, ID, MT, OR, WA x. Zone 10: AZ, Southern CA, HI, NM, NV This proposed structure will allow for the chapters to be directly linked to the national board, and will ensure that the Zonal directors will be folks who are directly engaged in the community. The incentive for a chapter to build membership at the chapter level will be that this is the only way the membership can have a say in the operations of the organization at the national level, including who leads the organization. It is envisioned that as the organization evolves other non-us regions will be added to make KOA a truly global organization. Page 11

12 Section 11. Power to Make Bylaws: The Board of Directors shall have the power to make and alter any by-law or by-laws, including the fixing and altering the number of Directors; provided, however, that the Board shall not make or alter any by-law or by-laws fixing the qualifications, classifications or term of office of any member or members of the then existing Board. Any alteration of, or addition to, the by-laws adopted by the Board of Directors shall not be effective until such time when it is put to vote, within a period of not more than one year from the date of such adoption by the Board of Directors, and shall remain effective thereafter only if approved by a majority vote of the members. 2.3 Board of Directors KOA will be governed by a Board of directors, comprising of the Executive Committee (President, Secretary, Treasurer, Director Fundraising and Youth Director), and ten (10) Zonal Directors. The President shall nominate, with majority approval by the board, one (1) Director Program Oversight, and one (1) Director Heritage & Culture from the Zonal Directors. The Board of Directors shall be answerable to the active membership of KOA. In addition to the roles and responsibilities assigned to each Board position as detailed in Article V, Sections 3 & 4, the KOA Board will also have the authority to appoint temporary/ad hoc or standing committees for the purpose of executing specific tasks or projects. These appointments shall be subject to board approval and possible term limits, with a requirement for affirmative renewal to continue. Examples of such tasks are the appointment of the Nominations and Election Committee (NEC) and the By-Laws Review Committee (BLRC). 2.4 Board of Trustees: The KOA Board shall be supported by a five (5) member Board of Trustees. The first Board of Trustees shall be appointed by the Board of Directors, and the President and the Treasurer shall also be ex-officio members of the BOT. The primary role of the Board of Trustees, as detailed on Article V, Section 2, will include providing the President and the Board with support on (fund) development and fundraising for the organization, as well as guidance on the strategic direction for the organization. The Board of Trustees will also provide oversight on the proper use of the funds raised, shall have the critical responsibility of advising the general membership in case of board misgovernance or dysfunction, and shall provide oversight for the specific purpose of ensuring that the governance is per the stated bylaws of the organization. RESPONSIBILITIES OF THE BOT SHALL BE LIMITED AS PER ARTICLE V, SECTIONS 3.7, 9.1 & 9.2 OF THESE BYLAWS. 2.5 Organizational Structure Chart A graphic Organizational Structure chart is provided as Appendix 1 of these bylaws. 2.6 Number of positions Any change to the numbers of people serving the KOA Board shall require an amendment of the bylaws. Section 3: CHANGES TO THE KOA GOVERNANCE AND ORGANIZATIONAL STRUCTURE Any change to the KOA structure (including the number of positions or the geographic definition of regions) as described in Article VI, shall require an amendment of the by-laws, completed per the bylaws review process detailed in Article X. Page 12

13 ARTICLE V Board of Directors Section 1. Officers: The officers of the Corporation shall be a President, Vice-President, Secretary and/or Treasurer. The President shall be elected by the membership by direct ballot and shall serve as the Chief Executive Officer of the Corporation. The President shall also be the Chairman of the Board of directors. The Vice-President, Secretary and Treasurer shall be nominated by the President and approved by the Board of Directors. The Vice- President must be a Director. Section 2. Qualifications: The Board of Directors may, from time to time, prescribe qualifications for officers of the Corporation. The Secretary and Treasurer need not be Directors but must be members in good standing of the Corporation membership. One person may hold two offices, except that the same person may not be President and Secretary. Section 3. Election Of President: (a) The President shall be elected by postal ballot on the basis of the majority votes of the members polled. President shall hold office for a term of two years and shall be eligible for re-election for one additional term of two years only. (b) Qualifications: Paid member of the Corporation for three consecutive years (c) The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall, in general supervise and control all of the affairs and property of the Corporation. He/she shall preside at all meetings of the Board of Directors. The President may act in the name and on behalf of the Corporation, and with the Secretary, he/she may sign in the name and on behalf of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in such cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; in general, the ARTICLE V CORPORATION AND OFFICERS: ROLES AND RESPONSIBILITIES Section 1 GENERAL BODY The General Body comprising the eligible members shall be the supreme authority of the Corporation (KOA). While a significant number of KOA s resources will be available to the broader KP community, only a dues paying member is an eligible, voting member of the corporation. The General Body shall be the ultimate authority within the KOA Organization. Section 2 BOARD OF TRUSTEES The KOA advisory body shall be called the Board of Trustees (BOT). The eligibility and responsibilities of the Board Trustees are as follows: 2.1 Number and Term There shall be a total of five (5) Trustees in the Board of trustees. Each member of the Board of Trustees can serve a maximum of two terms of four (4) years each.. The KOA president and Treasurer shall also serve as ex-officio non-voting members of the Board of Trustees. The Board of trustees shall serve a maximum of two (2) terms of four (4) years each, with three members serving a first term of three (3) years to create staggered terms for continuity on the BOT 2.2 Nominations, Qualifications, and Selection The first Board of Trustees shall be nominated by the KOA Board of Directors, with subsequent nominations and new appointments to the BOT being made by the members of the BOT. i. Four (4) Trustees shall be nominated based on their history of financial contribution over the last five years to KOA, either directly as a one-time gift, or by facilitating the raising of funds. The level of qualifying contribution shall be set by the Board of Directors, but shall not be less than $5,000 in a direct contribution, or $25,000 in facilitated fundraising. These nominees shall also be required to be members in good standing for a minimum of five (5) years. ii. One (1) Trustee shall be nominated to the BOT based on exceptional service to the KOA as a volunteer of the organization. This nominee shall be required to be a member a life member of the organization for a minimum of five (5) years. The contribution requirements shall be waived for this nominee. iii. In addition to a proven track record of service and support to, and being a member in good standing of, KOA, Board of trustees members should not have in any way acted in conflict with the interests of KOA; The proposed structure is one of grassroots-up. Survey results clearly indicate the need for national elections and term limits for all board positions. The survey and one-on-one interviews shared a strong concern about the lack of clarity regarding the eligibility for leadership. To clarify this, the proposal requires all leadership positions to be US citizens, residents, or legal taxpayers. The reason for this is that per US law and per the IRS regulations, all board members have a fiduciary responsibility towards the organization, and are legally liable for the organization. In order to ensure that all directors perform their fiduciary and governance responsibilities, the organization will need to ensure that they fall within US legal jurisdiction. Clear job descriptions will allow for a cohesive, functioning board with Page 13

14 President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. President shall appoint, remove or discharge, subject to approval of the Board of Directors, employees and agents of the Corporation. Section 4. Vice-President: (a) In the absence of the President, or in the event of his death, resignation, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (b) Subject to the approval by the Board of Directors, the President may nominate any Director to be the Vice- President of the Corporation. Section 5. Secretary: The Secretary shall (i) keep the minutes of the proceedings of the meetings of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (iii) be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and (v) in general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 6. Treasurer: The Treasurer shall, (i) have charge and custody of and be responsible for all funds of the Corporation; (ii) receive and give receipts for any money due and payable to the Corporation from any source whatever, and deposit all such money in the name of the Corporation in such banks, trust iv. In the event of multiple nominations, selection of the Trustees shall be through an electronic voting process conducted by the Secretary of the Board of Directors; v. Trustees shall elect one chairperson from amongst themselves. Each chairperson shall serve for a period of one (1) year; vi. Following the establishment of the first Board of Trustees, a list of eligible future candidates shall be maintained by the Chairperson of the BOT and shall be shared with the Board of Directors. Future nominations to the BOT shall be made by the Chair of the BOT, and approved by members of the BOT vii. While the Trustees shall not be restricted to serve only the KOA Corporation, they will abide by the KOA conflict of interest policy; 2.3 Compensation The Board of Trustees shall not receive any salary or compensation for their services. A member of the BOT cannot serve in any other capacity as an officer, agent or otherwise of the corporation while serving on the BOT. 2.4 Roles & Responsibilities The Board of Trustees shall be responsible for advising the board on a regular basis as follows: i. Advise the President, the Executive Committee and the Board, on the strategic direction of the organization; ii. Advise the President, the Executive Committee and the Board of Directors, on fund development for strategic and programmatic growth; iii. Advise the president and the Board of Directors in the proper use of the funds raised; iv. The BOT will meet with the KOA president and Executive Committee as necessary, to review the financials for the organization, and to set and review fundraising goals for programs and the KOA Endowment; v. Provide oversight for the specific purpose of ensuring that governance is per the stated bylaws of the organization; vi. Advise and represent the general body in case of dysfunction of the Board or, in case of misgovernance or a failure to act by the board and/or the executive committee (see definitions for dysfunction and failure to act ). The BOT shall provide appropriate resolution within thirty (30) days of the reported mis-governance or failure to act. The decision of the Board of Trustees in this case shall be final and binding and enforced within sixty (60) days. This may include initiating fresh elections if the BOT deems it necessary as a remedy for the reported situation. THIS RESPONSIBILITY OF THE BOT SHALL BE LIMITER AS PER THE ARTICLE V, SECTIONS 3.7, 9.1 & 9.2 OF THESE BYLAWS. effective program implementation. At-large positions, in additional to supporting the huge job of the president, will also bring professional competency to the board. The Treasurer position is a critical function that needs to be managed independently, while in collaboration with the President. This independence is necessary to provide adequate checks and balances in the functioning of the Executive office. If this position is nominated by the president, it has the potential for a conflict of interest, and might not have the required checks and balances in place. The SOPs, which will be strongly tied to the bylaws, will provide more details on other financial oversight measures recommended. The survey clearly established a need to engage the youth in the organization. Therefore, the proposed changes include a Board level position of Youth Director. This position will also be contested nationally, and will, working with the Page 14

15 companies or their depositories that shall be maintained by the Corporation; (iii) disburse money on behalf of the Corporation as per rules and regulations of the Corporation; and (iv) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors, including maintenance of the books of the Corporation. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors may determine. The Treasurer shall render to the President and the Board of Directors at annual and regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. Section 7. Salaries: Officers may receive reasonable compensation for services actually rendered as determined by the Board of Directors. vii. Nominate a 4 member Nominations and Elections Committee comprised of KOA members who are not currently serving in any other elected or nominated position; viii. The BOT shall have meetings as necessary, but no less than two (2) times during a fiscal year. 2.5 Removal Any member of the Board of Trustees found negligent in executing his/her duties may be removed. The removal shall require: i. A petition by 3/4 th majority of the Board of Directors, with a clear listing of the charges of negligence; OR ii. A petition for removal of the said Trustee by at least three (3) of the Trustees, with a clear listing of the charges of negligence. This petition shall be submitted to the nomination and Election Committee via the secretary of the Corporation; AND iii. A two-thirds (2/3 rd ) majority vote cast by the Board of Directors and chapter Presidents of KOA, in favor of the removal of the said Trustee. iv. In the event of removal under the Dysfunction or Failure to Act clause, the said Board of Trustee member shall not be allowed to assume any leadership position in the Corporation for a period of five (5) years. president and the KOA webmaster, be responsible for all of KOA s online communications and datasecurity. Survey results clearly identified having term limits for board positions as a priority. Term limits will allow for the development of new leadership from the community, and thus increase the engagement of our community members and youth in the organization. Section 8. Chapter Presidents: (a) Each Zone shall have one or more Chapters and each Chapter shall have at least one Chapter President. (b) Each Chapter President will be elected by the corresponding chapter membership. (c) Elections shall be conducted by the corresponding zone Director (d) The Director of the zone may propose himself/ herself for the position of Chapter President. (e) In unlikely event of having no candidate for Chapter President, Director may nominate a member's) for this position. The name of the Chapter President shall be put before the Board of Directors for information (c) The term of office of the Chapter President shall be up to two year with no term limit. (d) The major responsibilities of the Chapter President shall be to execute and implement the approved programs and policies of the Corporation; and to provide leadership at the local level for the purpose; (i) to encourage and achieve full participation of the Chapter biradari in such activities as membership drive, 2.7 Vacancies Vacancy occurring in the Board of Trustees shall be filled by the Chairperson of the BOT, with advice and input from the Executive Committee of the KOA Board. The vacancy shall be filled for the unexpired term, and shall be subject to ratification by the Board of Trustees at its next meeting. Section 3 BOARD OF DIRECTORS 3.1 Board positions The business, property and affairs of this Corporation shall be managed by a Board of Directors composed of 15 Directors. These include: 1. President Chair of the Board and the Executive Committee (Elected) 2. Secretary Member of the Executive Committee (Elected on the same ticket as president) 3. Treasurer Member of the Executive Committee and chair of the Finance Committee (Elected or nominated unopposed) 4. Youth Director and Chief Information Officer Member of the Executive Committee; special focus on web applications and internet privacy (Elected or nominated unopposed) 5. Director of Fundraising (Elected or nominated unopposed) 6. Director Zone 1 (NY, DL) Page 15