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BY-LAWS RELATED TO THE FORMATION AND RESPONSIBILITIES OF
THE BOARD OF DIRECTORS
July 3, 2011
1. Number of members on the Board of Directors
The Board shall be made up of a total of eleven members. The
board will consist of nine voting members, including eight elected
members and the immediate past BANA president. There will be two
additional non-voting members: the current BANA president and a Youth
Representative. The nine voting members will elect one Chairperson, one
Vice Chair, one Secretary, and one Treasurer. The Board of Directors
will not receive compensation.
2. Eligibility Criteria
Elected Members: All BANA members in good standing shall be
eligible to serve as a voting member of the Board of Directors. Each
candidate must be nominated by a member in good standing and the
nomination supported by two additional members in good standing. All
candidates whose nominations have been completely and accurately
submitted prior to the nomination deadline specified in the Election
Policy will be placed on the ballot.
Youth Representative: Any (1) BANA student member in good
standing or (2) individual between 15 and 21 years of age who is the
child of a BANA member in good standing is eligible to be elected as the
non-voting Youth Representative by the Board of Directors.
3. Term
Elected Members: The term of each elected Board member, after
the first board election, shall be six years. Board members will be
eligible for re-election; however, no elected member shall serve more
than two consecutive terms.
Immediate Past President: The term of the immediate past BANA
president shall be two years. The Immediate Past President is eligible
to serve two subsequent consecutive elected terms on the Board following
completion of the two year unelected term as Immediate Past President.
Youth Representative: The term of the Youth Representative
shall be two years. The Youth Representative is eligible to serve two
subsequent consecutive elected terms on the Board following completion
of the two year unelected term as Youth Representative. An individual is
eligible to serve as the elected non-voting Youth Representative only
once. For purposes of these Bylaws, each two year period shall be
considered to be the time between biennial General Body meetings.
4. Selection Process
Elected Members: An Election Policy will be drafted by the
Executive Board and publicized to the General Body no later than 4
months prior to the biennial General Body meeting. This Election Policy
will serve as a call for nominations for the upcoming election to the
Board of Directors. At a minimum, this election policy should include
procedures and requirements for submitting nominations, deadline for
nominations, procedures to be followed at the time of the election, the
number of elected positions to be filled, and the process for voting.
The deadline for submission of nominations shall be set no sooner than 2
months after the publication of the Election Policy. For the inaugural
board election, the eight candidates who receive the most votes will
serve as the eight elected members of the Board, as follows: the three
candidates receiving the most votes will serve six years, the next three
candidates will serve four years and the next two will serve two years.
At each subsequent biennial General Body meeting, an election must be
held for any vacancies created by the end of the term of an elected
member.
Immediate Past President: The Immediate Past President will
serve as a voting member of the Board with a term of two years. This
position will be automatically filled by the outgoing President at each
biennial General Body meeting. If the Immediate Past President is unable
to serve as a member of the Board due to illness or catastrophic family
emergency, then one member of the outgoing Executive Board will be
asked to serve in his/her place, in this order: Vice President,
Secretary, Joint Secretary, and Treasurer.
Youth Representative: The Youth Representative will be elected
by the Board of Directors as per the Youth Representative Selection
Process, which will be revised and published prior to each General Body
meeting by each outgoing Board.
5. Vacancies
If an elected member of the Board resigns or otherwise is
unable to serve on the Board, the vacancy shall be filled by a simple
majority of the Board. The candidates for this selection will be
unelected candidates from the Board election held at the most recent
biennial General Body meeting. The newly selected Board member will
complete the remaining term of the member whom he/she is replacing. If
no unelected candidates are available or none is willing to serve, then
any member in good standing may be selected. An individual selected to
fill the remainder of a vacated term will be eligible to serve two
consecutive subsequent elected terms.
6. Removal
Removal of any Board member shall only be for cause. This cause
should be documented by any general member in good standing and
submitted to the Board of through the Executive Committee and can only
be effected with a 2/3 majority of the then current Board of Directors.
7. Duties of the Board of Directors
Long-term strategic plan: The Board of Directors shall be
responsible for developing a long-term strategic plan that extends
beyond the two year time horizon of the executive officers. This vision
may include initiatives related to increased youth participation,
increasing & maintaining membership, new programs or services,
fundraising, public relations, and organizational finances.
Membership: The Board of Directors shall be responsible for
monitoring membership levels, developing initiatives to increase
membership, and ensuring that there is an archived master membership
list. It is the responsibility of the Executive Committee to furnish an
updated membership list and membership counts to the Board of Directors
on a biannual basis.
Financial Oversight: The Board of Directors shall monitor all
finances of the organization no less than once per year, including
review of all accounts, tax returns, and audits. The Board will be
responsible for maintaining a master list of all accounts and
institutions in conjunction with the Executive Committee. The Board will
oversee financial operations to confirm that an accountant/tax preparer
has been appropriately retained and that tax and regulatory filings
have been appropriately submitted, although the primary responsibility
for these activities remains with the Executive Committee.
Advice on contracts & transactions: While the Executive
Committee shall have primary discretion and decision making powers for
contracts and transactions related to the biennial General Body meeting,
the Board of Directors may be consulted for advice at any time. In
particular, the Board shall maintain historical records of attendance
and previous contracts that allow the Board to provide guidance to the
current Executive Committee. This is particularly important in relation
to decisions and commitments that may place BANA core funds at risk.
Emergency Funds: The Board of Directors shall have discretion
to authorize disbursement of emergency charitable funds to causes or
individuals in cases of dire need, maintaining at all times full
compliance with relevant tax and legal requirements. The Board of
Directors shall only consider funding requests that have been submitted
and approved by the Executive Committee. These donations shall be
disclosed to the General Body through the BANAVANI and at the biennial
General Body meeting.
Documentation: The Board of Directors shall maintain a copy of
all institutional documents, including certificates, tax documents,
financial reports, contracts, and bank statements. This will serve as a
backup copy in the case of loss or damage. The outgoing Executive
Committee is responsible for delivering a copy of all documents to the
Board no more than two months after the General Body meeting, and the
Board may request documents at any time.
Constitution / Bylaws: The Board of Directors shall review the
bylaws on a regular basis and recommend revisions to the General Body.
All proposed changes must be approved by the General Body in accordance
with the procedures outlined in the bylaws.
Fundraising: The Board of Directors will work in conjunction
with the Executive Committee to support operating fundraising efforts
and may initiate separate efforts to raise funds for charitable or
reserve purposes. The Board of Directors shall NOT be responsible for
organizing elections of Executive Officers or the Board of Directors,
serving on the nominating committee for the Executive Committee,
planning or programming the biennial meeting, fundraising for operating
funds, creating the membership directory or maintaining the membership
lists, or selecting winners of awards or recognitions.
8. Officers
The Board shall have 4 officers, self selected from among the
eight elected members and the Immediate Past President: Chairperson,
Vice Chair, Secretary, and Treasurer. Officers will be selected at the
first meeting of the Board of Directors following each biennial General
Body meeting, to take place no more than 4 weeks following the election
of the newest Directors. The term of the officers will be 2 years, and
officers may be selected for consecutive terms. The responsibilities of
the Officers are as follows: a) Chairperson of the Board shall be
responsible to call & chair the meetings. The Chairperson shall
report on the activities and progress of the Board biannually in
BANAVANI and at each biennial General Body. b) Vice Chair of the Board
will assist the Chairperson and shall chair the meetings in his/her
absence. The Vice Chair shall be responsible for maintaining the
duplicate archive copies of organizational documents and membership
lists. The Vice Chair will coordinate the Youth Representative selection
process at the start of each two year term. c) Secretary of the Board
shall be responsible for maintaining Board of Director meeting minutes,
recording actions of the board, and sending meeting notices. d)
Treasurer of the Board shall be responsible for maintaining a master
list of all organizational accounts and shall organize regular financial
reviews in conjunction with the Executive Committee. The Treasurer
shall chair any finance committees and shall help develop charitable and
reserve fundraising plans and activities as well as long-range
financial plans. The Treasurer will work with the Executive Committee to
ensure that an Accountant/Tax Preparer has been retained and that all
regulatory/tax documents are filed within appropriate timelines.
9. Subcommittees
Subcommittees may be established as needed and shall be chaired
by a person selected by the Chairperson of the Board. Subcommittee
shall have specific tasks and will expire unless renewed within two
years. Subcommittee membership may include any member in good standing,
to be selected by the subcommittee chair with advice from the Board of
Directors.
10. Meetings
Meetings shall be held as often as required but at least once
per quarter. The meetings shall be called by the Chairperson with the
assistance of the Secretary. Meetings may be held via teleconference.
Meeting minutes shall be sent to the BANA Executive Committee.
11. Quorum
Attendance by at least 6 voting directors is required for a
quorum. Approval of any action/transaction requires consent of at least
five Directors of those who are present. A motion may be carried over to
the next meeting, if the sponsoring Director so desires.
12. Unexcused Absence
If any member of the Board of Directors fails to attend three
consecutive meetings, he/she will be automatically removed from the
Board and the vacancy will be filled as called for under Bylaw #5 above.
NOTES:
Rev 1 Compiled: Ad Hoc Committee to Evaluate the BANA Board of Directors
(Ms. Suhana Rai, Dr. Karthik Sheka, Mr. Sakaram Shetty, Dr. Sanjay Shetty, Mr. Satish Shetty)
Ratified: July 3, 2011. Effective: July 3, 2011
BOD Bylaws (Rev1)
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