CAB By Laws adopted on 18 June, 2011 and amended on 29 April, 2017
These Bylaws of Cultural Association of Bengal (hereinafter referred to as "the Association" or "CAB"), are adopted on 18 June, 2011 and Amended on 29 April, 2017.
These bylaws shall be read in conjunction with, and as subsidiary to the Articles of Incorporation of the Association. The activities and business of the Association shall be managed or conducted in accordance with provisions of the 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 the Association shall be national. The principal office of the Association will be located at such place within its base of operation, as its Executive Committee shall from time to time designate. The Association may maintain additional offices at other places as the Executive Committee chooses to designate.
ARTICLE II: 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 Articles of Incorporation, or any provisions of the State if New York 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, as amended (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 as amended (or the corresponding provision of any future Federal Income tax law).
ARTICLE III: MEMBERSHIP
Section 3.1: Types of Membership. Association will have the following types of membership:
Life Member - who is otherwise qualified to be a member and pay the one-time life membership fee as set forth by the Executive Committee from time to time.
Regular Member - who meets the eligibility requirements for membership and pays the applicable membership dues.
Associate Member - who is a spouse of a Member of any type.
Any member whose membership dues are in arrear for more than 30 days, may not continue to receive Association's newsletters, magazines and other circulars, and will not be eligible for voting in any election or in any general or special meetings, unless their dues are cleared at least 120 days before such voting. Until such dues are cleared, they will not be considered members in good standing. All members with dues paid, will be considered members in good standing.
Section 3.2 : Eligibility. Membership of CAB shall be open only to those who subscribe to the mission and purposes as stated in the Articles of Incorporation. Continuing membership is contingent upon a member being up to date on membership dues. To become a member, an individual must be introduced in writing by an existing member in good standing and his/her application must be approved by the Executive Committee (EC).
Section 3.3 : Rights. All members (other than the Associate Members), who meet the requirements specified elsewhere in these bylaws, will have the right to participate in all activities of the Association and to vote on any resolution or issue concerning the Association's affairs that are put forth for such voting, including election of Executive Committee (EC) Members, Office Bearers and Trustees. Only those who have been members in good standing for at least 1 year prior to any election of the Association may vote in such elections.
Associate Members do not have the right to vote and are ineligible for election to the EC or Board of Trustee.
Section 3.4 : Loss of Membership.Membership is terminated by death, resignation or non-payment of membership dues. A member may be censured, suspended or expelled from the Association for participation or involvement in activities severely detrimental to the interest of the Association. EC, 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.
Any member whose membership dues are in arrears for more than 90 days, will lose membership in the organization and must re-apply for membership should they desire to be a member again.
Section 3.5 : Dues. EC, 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 members of the Association. Membership standing will be contingent on payment of such dues.
Section 3.6 : Meetings. Each year, EC shall convene at least one Annual General Meeting of the members, where an annual report and account statement will be presented to the members. Such meeting must be called with at least four (4) weeks of advance notice and may be held coincident with other programs of the Association. President shall chair this annual general meeting.
Additional general or special meetings of all members may be called by the EC, as appropriate, at such places and times as the EC may from time to time determine necessary. Members, by a written petition bearing signatures of at least one fifth of the members in good standing, 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 mall or present at the general or special meeting. The presence of at least 10% of the currently enrolled members in good standing shall constitute a quorum for a general or special meeting. If the quorum is not met at any meeting, the general meeting may be held with a further 2 weeks' notice with a quorum requirement of 5% of then enrolled members.
Section 3.7 : Membership List. Treasurer shall maintain a current list of members, which shall be open to inspection by all members. A voter list containing names of those members who are in good standing and meet the eligibility requirement for voting for various offices and positions in the Association's committees and boards, shall be submitted by the Treasurer to the Election Committee through the President at the time the announcement for an election is made. The membership list shall be audited by an Audit Committee composed of 3 members appointed collectively by the members of the EC and BOT. Only audited list shall be used by the election committee for its purposes.
ARTICLE IV: BOARD OF TRUSTEES
Section 4.1 : Authority, Roles and Responsibilities. The Board of Trustees (BOT)'s role is to uphold the aims and objectives of CAB and provisions of its Article of Incorporation. It will provide a broad oversight of all activities of the Association including its financial operations and play a role of ombudsman for the Association. Specific functions of BOT include:
4.1.1 : Advisory Role. BOT will be an advisory body to assist EC in maintaining organizational integrity and continuity. It will advise on policies, operations and long-range planning. BOT will not be involved in day-to-day executive function of the Association, except for certain specific executive responsibilities as specified in this section.
4.1.2 : Budget Approval and Reports. BOT shall receive from EC President each year, within 90 days after beginning of the year, the annual budget of the Association. The budget shall require BOT's review and approval by two-thirds of the BOT members before it may be adopted by EC. BOT will prepare its own operating budget to cover costs of its operation; the budget must be approved by two-thirds majority of all Trustees.
EC President shall submit a written report to BOT on a quarterly basis, or more frequently, if felt appropriate by BOT. Such report shall, as a minimum, identify all contracts signed and financial commitments made by EC during the reporting period, any issue of potential legal consequence or any matter that may require BOT's attention in order for it to discharge its responsibilities under the provisions of the Articles of Incorporation and Bylaws.
4.1.3 : Judicial Role. BOT will have a judicial role, of interpreting the Articles of Incorporation and bylaws, and of mediating or arbitrating in disputes or disciplinary actions referred to it. Such judicial intervention will be at the request of EC or the General Body of Members by resolution.
4.1.4 : Executive Role. BOT will have executive authority to appoint auditors and receive audit reports, and to appoint, in conjunction with EC, an Election Committee of three commissioners. BOT will oversee the functioning of the Election Committee. EC shall provide organizational help to BOT for these activities. BOT, by a simple majority, may suspend voting rights of a member for 3 years for cause.
4.1.5 : Control & Management of Financial Affairs. BOT shall have overall responsibility for the control and management of financial operation and protection and control of the assets of the Association. BOT shall have the power to hold, enjoy and disburse funds and property donated, bequeathed, devised, conveyed or transferred to it, to raise/receive funds, properties, donations, contributions, etc., to assign and pay from time to time for such cultural and educational objectives and aims, but not for the monitory profit or financial gain of any of its members, trustees and office-bearers.
4.1.6 : Contracts and Commitments on behalf of CAB. Before entering into any commitments and contracts that are of a performance period of longer than 6 months, as well as all contracts involving cash or accrued transactions of total value exceeding Ten Thousand Dollars ($10,000), EC shall request and receive prior review and approval by BOT.
4.1.7 : Emergency Power. BOT under the following special circumstances, shall have the emergency power to remove any office-bearer(s) of the Association and/or to dissolve the EC and/or to take over the management of the Association, and to function as the EC, pending the election of a new EC, which shall take place within 120 days thereupon.
Emergency power may only be exercised provided that in a meeting of the BOT duly called for this specific purpose, two-thirds majority of all Trustees of the Association vote to exercise the emergency power in case of EC's repeated failure to function in accordance with the provisions of the Articles of Incorporation and the bylaws and EC's further inability or failure to cure such failure within a reasonable period of time after an advisory to this effect is issued by BOT.
Section 4.2 : Number of Trustees. The number of Trustees constituting the BOT shall initially be nine (9), which number may be increased or decreased by a two-thirds majority vote of the Trustees provided that the number shall never be less than five (5) or greater than fifteen (15).
Section 4.3 : Terms of Office. Each individual Trustee will be elected for a period of six (6) years; one-third of the BOT shall retire and be replaced by an election biannually. A Trustee may run for election and be elected for no more than two (2) consecutive terms, however, they may otherwise run for and be elected for as many times during their lifetime.
Vacancies caused by death, resignation or otherwise, shall be filled by co-option by the remaining Trustees by simple majority. Co-opted Trustees must meet the eligibility requirement of Trusteeship at the time of co-option and will become a full-member of BOT with all rights and privileges of a Trustee including voting rights, for the unexpired tenure of the position that is being filled.
A Trustee may be removed from office by a two-thirds majority vote of the members present in an Annual General Meeting or by petition of two-thirds of members in good standing at any time.
Section 4.4 : Election of Trustees. Every alternate year, beginning with 1 year after these bylaws are adopted, at least 90 days before the end of the fiscal year, BOT will advise the Election Committee the number of Trustee positions that need to be filled. Election committee shall invite nominations from all members in good standing who meet the eligibility requirements for election of Trustees and will decide the method and means of conducting the election in consultation with BOT.
Section 4.5 : Eligibility. Only life members who have been a member in good standing for at least 6 years prior to the announcement of election and are US citizens or permanent residents with green card, are eligible to run for election for an office of Trustee.
Section 4.6 : Chairman of the Board of Trustees. BOT shall elect a Chairman from among the Trustees by rotation 2 years with a vote of simple majority. No member may become Chairman for the second time until all other willing members of BOT have already served as Chairman at least one term, only exception being two third of the BOT members votes for the outgoing chairman for a second term. No member may become Chairman for the Third time until all other willing members of BOT have already served as Chairman at least one term.
Chairman shall convene and preside over the meeting of the BOT. BOT shall meet as frequently as desired by the Chairman and Trustees, but no less than twice a year. Board's meeting shall have a quorum of one-third of its members. BOT shall adopt rules to conduct its business.
Section 4.7 : BOT Committees/Sub-committees. BOT may establish form time to time, by resolution adopted by a majority of Trustees in office, committees or subcommittees to carry out regular activities or particular functions or programs, which committees, to the extent provided in said resolution, shall have and exercise the authority of BOT in its operation.
ARTICLE V: EXECUTIVE COMMITTEE
Section 5.1 : Authority of EC. In its management of the affairs of the Association, EC 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.
EC will be responsible for day-to-day operation of the Association and will report its activities to BOT from time to time, as specified in Section 4.1.2.
Section 5.2 : Number of EC Members. The number of members, including office bearers, constituting EC shall initially be eleven (11). This number 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 (7) or greater than nine (15). EC consists of a number of office bearers and members at-large.
Section 5.3 : Terms of Office. Each individual EC member, with the exception of President shall serve for a term of 2 years and may be re-elected for any number of terms. Sitting President may not run for election for 2 consecutive term of 2 years. However, the sitting President and all the past presidents are eligible to run for the post of President for a 2nd non consecutive term.
Section 5.4 : Election of EC members. Every alternate year, starting with 1 year after this Amendment is adopted, before the end of fiscal year, Election Committee shall invite nominations for the Office Bearers' as well as member's-at-large positions in EC from the Association members who have been in good standing for at least one (1) year before the announcement of election, and who meet other eligibility requirements that may be specified in these bylaws. The Election Committee, in consultation with the EC and BOT and pursuant to provisions of Section 9.0, will determine an appropriate method of election of the new EC members and office bearers and will conduct an election process accordingly. If sufficient number of nominations is not received, BOT will nominate an appropriate number of candidates.
Any vacancy in EC caused by death, resignation, non-payment of membership dues or otherwise may be filled by EC for the unexpired term of the office-bearers concerned, from among all members in good standing who meet all eligibility requirements for election as a member of EC specified in these bylaws.
Section 5.5 : Continuation in Office. After the expiration of a term, a member of the EC and/or an office bearer who is not re-elected, shall continue to hold office until his or her successor is elected and has accepted election.
Section 5.6 : Removal. A Member of EC 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 Member before the expiration of his/her term may be filled by majority vote of the remaining EC Members. A Member so elected shall serve for the remainder of his/her predecessor's term.
Section 5.7 : Committees & Sub-Committees. EC may establish form time to time, by resolution adopted by a majority of EC in office, committees or subcommittees 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 EC in the management of the Association.
ARTICLE VI: EXECUTIVE COMMITTEE MEETINGS
Section 6.1 : Place of Meeting. Meetings of EC may be held at such places as the Committee 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: Regular Meetings. EC will meet as and when necessary throughout the year. Such meetings will be held whenever called by the President or by Four (4) or more of the members of EC.
Section 6.3 : Annual Meeting. There shall be an annual meeting of EC to make arrangements for the management of the affairs of the Association for the following year, including adopting the budget for 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 EC, or, in the absence of such determination, by the President, or if neither of them acts, by four or more members.
Section 6.4 : Quorum. To constitute a quorum for the transaction of business at any meeting of the EC, the presence shall be required of the greater of (i) three (3) Members or (ii) one-half of the EC Members and Office-bearers in office at the time, whichever is larger. For approval of those motions that may require approval of absolute majority of EC Members, ratifications of the same by those EC Members 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. EC Members may participate in a meeting of the EC by means of conference telephone or similar communication equipment. 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 EC or of any committee of the Association 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 committee. Such consensus shall have the same force and effect as a unanimous vote of the committee in question. 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 EC, all meetings of EC will be open to all members to attend as observers and participate to the extent requested by EC. The observers will not have any voting rights and may be excluded from parts of the meeting that EC decides to conduct in camera.
ARTICLE VII : OFFICE BEARERS
Section 7.1 : Officers/Office Bearers. The Office-bearers of the Association shall be a President, three (3) Vice Presidents, one (1) Secretary, one (1) Assistant Secretary, and one (1) Treasurer, and such other Officers as the EC designates.
Section 7.2 : Election of Officers; Terms of Office. Officers shall be elected every two years, for a term of two years, starting January 1 of the following year. All office bearers will be members of EC. For all office bearer positions, a vacancy caused in between biennial election years shall be filled by EC, at a meeting or by action in writing pursuant to section 5.6 , for a term expiring at the next succeeding January 1 of the year of the biennial election year. Each office bearer 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. All office bearers except President shall be eligible for re-election. EC, from time to time, may impose filing fees for running in an election for office bearers.
Section 7.3 : Eligibility. Any member in good standing, who is a US citizen or permanent resident with green card and who had been a member for at least one (1) year prior to the date of filing nomination for election, may run for election or be appointed an office bearer. In order to run for the President position, the candidate must have served BOT for two (2) years or have served for four (4) years as an officer in EC.
Section 7.4 : Removal. An office bearer may be removed by the two-thirds majority of both EC and BOT members in office, at their meetings, or by action in writing pursuant to section 5.6, whenever, in the EC's and/or BOT's judgment, the best interests of the Association will be served thereby. An office bearer or EC may also be removed by BOT pursuant to the provisions of section 4.1.7.
ARTICLE VIII: DUTIES OF OFFICERS
Section 8.1 : President. The President shall be the Chief Executive officer of the Association, subject to the direction and control of the BOT, 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 BOT, except in cases where the signing and execution thereof shall be expressly delegated by the BOT 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.
The President, if present, shall preside over all meetings of EC and the Association in general, except where otherwise specified in these bylaws. He shall have the power to delegate authority to act on behalf of the Association to any EC member, officer or member of the Association.
Section 8.2 : President Elect. Left Blank
Section 8.3 : Vice President. The Vice Presidents will assist the President in performing their duties and perform other duties as may be delegated to them by the EC and/or President. One of the Vice Presidents shall preside over any EC meetings in case of President's and President Elect's absence.
Section 8.4 : Secretary. The Secretary is second in order of precedence to the President. The Secretary is responsible for all administrative matters including keeping minutes of EC and General Meetings, and coordination in the execution of EC decisions. The Secretary shall :
> Certify and keep the original or a copy of the Articles of Incorporation and Bylaws, as amended;
> Maintain the book of minutes of all proceeding of the Board and of the special and annual general meetings;
> See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
> Be custodian of records and of the corporate seal and see that the books, reports, statements and all other documents and records required by laws, other than those for which the Treasurer is responsible, are properly kept and filed;
> Exhibit at all times to EC members and Trustees, upon request, the Bylaws and minutes of proceeding of the Boards; 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 EC or the President.
Section 8.5 : Treasurer. The Treasurer is third in order of precedence among office-bearers of the Association. The Treasurer will manage the financial affairs of the Association, including maintenance of up-to-date records of all financial transactions, preparation of accounts and budgets, and keeping a current list of members. 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 and BOT;
> 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 EC member, Trustee or regular member, upon request, during business hours, at the office of the Association where such books and records are kept;
> Maintain an updated membership list and their standing;
> Advise the President and the Secretary of any change in membership standing of any member due to non-payment of membership dues, if any;
> Render, upon request, a statement of the condition of the finances of the Association at all meetings of EC and/or BOT, and render a full financial report at the annual meetings of EC and at the annual general meeting;
> Receive and give receipt for, money due and payable to the Association form any and all sources; and
> In general, perform all the duties incident to the office of Treasurer and such other duties as form time to time may be assigned to him or her by the Board or the President.
Section 8.6 : Assistant Secretary. Assistant Secretary will be responsible for providing assistance to EC in general and to Secretary in particular, on matters relating to duties of Secretary. In case of temporary absence of Secretary, or in case of Secretary's inability to discharge duties due to any reason, Assistant Secretary may, upon request of EC, take over Secretary's responsibility until Secretary is able to resume his/her duties.
ARTICLE IX: ELECTION & ELECTION COMMITTEE
9.1 Election Committee. By a simple majority vote of Trustees present in a meeting of BOT, or by action in lieu of meeting pursuant to section 5.6 of these bylaws, an Election Committee, composed of three (3) members in good standing for a period of at least 120 days immediately prior to such meeting, will be appointed, who will plan and conduct elections to all elected offices of the Association. Election Committee shall be responsible for administering the nominations process and conducting elections to all elective positions of the Association. In the event that there are not enough candidates for announced vacancies, the Election Committee will be responsible for obtaining additional nominations, to present one nominee for each vacant position, by active solicitation among members-at-large. To be eligible for appointment as a member of the Election Committee, a person shall have served in EC or BOT or at lest one (1) year and have been a member of the Association for at least three (3) years. Election Committee members may not run for any elected office while a member of that committee.
Election Committee shall develop its plan in consultation with BOT and will report to BOT periodically on the status and outcome of the election process. In case of a stalemate between two members of the Election Committee on any matter related to discharge of its duties, Chairman of BOT will arbitrate and his decision on such occasion will be binding on the Election Committee.
The Election Committee shall prepare a report for presentation at Annual General Meeting.
9.2 Election Schedule. Beginning one (1) year after the year these bylaws are adopted, elections to offices of BOT and EC will be held every alternate year, before the end of the year. Voting for election should be conducted by mail and Election Committee will develop a schedule for conducting the election process as follows:
> Notice announcing the election and inviting nomination for all open offices, specifying the last date for filing nominations and eligibility requirements --- by September 30 of each election year.
> Last date for filing of nomination paper - by October 21 of each election year. Last date for withdrawal of nomination - by October 31 of each election year.
> Scrutiny of nomination papers, validation of eligibility of candidates, preparation of Ballot paper, approval of ballot paper by BOT and mailing of ballot paper -- by November 15 of each election year.
> Ballot returns -- by December 7 of each election year.
>Return counted, election results certified by Election Committee and presented to BOT and EC -- by December 21.
9.3 Voter List. At least 90 days before the election date, Election Committee shall obtain from the Treasurer an audited list of all members, who were in good standing at least 120 days prior to the date of announcement of election, or as on June 1 of the election year, whichever is earlier. Secretary and Treasurer will certify such list, and this list will be considered as valid voter list and used in the election.
9.4 Secret Ballot and Integrity of Election Process. Election Committee shall ensure that secrecy of the balloting is maintained. It shall also ensure that its independence as well as the integrity of the election process is not compromised at any time.
ARTICLE X: ETHICS COMMITTEE
Section 10.1 : Formation. An Ethics Committee, composed of no less than three (3) members who have been a member in good standing for at least one (1) year immediately prior to the appointment, may be formed by BOT for a term of 3 years, with the purpose of developing guidelines and procedures to ensure that the operations of the Association are conducted in an ethical manner. Ethics Committee will make sure that the office bearers' activities are free from conflict of interest and that the Association properties are not used for any individual's personal gains.
ARTICLE XI: FINANCIAL ADMINISTRATION
Section 11.1 : Control of Expenditure. It is anticipated that the Association may distribute funds, goods and services to other charitable entities, conducting activities consistent with the purposes of the Association as described in the 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 II 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 distribution 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 EC
Section 11.2 : Fiscal year. The fiscal year of the association shall be the calendar year.
Section 11.3 : Deposits and Accounts. All funds of the Association, not otherwise employed, shall be deposited form time to time in general or special accounts in such banks, trust companies, mutual funds or other depositories as the BOT may select, or as may be selected by any officers or agents of the Association to whom such power may from time to time be delegated by BOT. 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 11.4 : Checks, Drafts, etc. All checks, orders for payment of money, obligations etc. shall be signed or endorsed by two officers or agents of the Association and in such manner as shall form time to time be determined by resolution of EC and approved by BOT.
Section 11.5 : Audits. Auditors will be appointed by BOT for one year, and will be eligible for reappointment one year at a time for unlimited number of years.
To enable the timely completion of accounts and their audit and presentation, each year the Treasurer will prepare a schedule acceptable to the EC and BOT, for the closing of books, preparation of financial statements and their audit.
Section 11.6 : Budget. Each year, on assumption of office the Treasurer, under the direction of EC, will prepare a budget (or estimates of income and expenditure) for the current year. Annual budgets as approved by the BOT and adopted by EC, will be presented to the General Body of members. The budget will be reviewed periodically by the EC in the light of actual income and expenditure, and the BOT informed about major deviations from the approved budget.
Section 11.7 : Indemnification The Association may indemnify its Trustees, office bearers and agents from and against liabilities arising from their good faith actions within the scope of their respective authorities.
ARTICLE XII: 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 lest two-thirds of the members; OR, (c) by two-thirds majority of the members responding to a voting by mail conducted by BOT for the sole purpose of amending the Bylaws, OR, (d) by a majority of two-thirds of the members of both BOT and EC, pending ratification of the same by simple majority of the members present at the next Annual General Meeting.