Our Charter
Guiding principles and rules that shape our organization’s foundation
BY‐LAWS OF Oikotan – Bengali Cultural Society of Minnesota
Section I – Membership
I.1 This corporation has no members. Directors are the only members.
Section II – Board of Directors
II.1. Authority
The Organization shall be governed by a Board of Directors, which shall have overall responsibility for policy, governance, and fiduciary oversight.
II.2 Number and Appointment: Except as otherwise provided herein, the Board of Directors of this corporation shall consist of minimum seven (7) and up to twelve (12) natural persons. Ten (10) founding members of the Board at the time of incorporation will serve perpetually in the board unless one decides to resign. Any new member of the Board will be appointed by the existing Board of Directors as per the provisions of subsection II.4.
II.3 Removal and vacancies: Any director may at any time be removed by the remaining Board of Directors in accordance with the processes laid down in this document in following sub-sections II.3.1.
II.3.1 Removal: Any Director may be removed with cause at any time by the affirmative vote of two third (2/3rd) of the remaining Directors of the corporation present at a meeting of the Directors, the notice of which shall have specified the proposed removal. Without limiting the board’s ability to remove a director with cause at any time, but for illustration purposes the following examples are given:
Failing to fulfill its responsibilities to the organization, including but not limited to a director’s failure to:
Follow the organization’s code of conduct,
Fulfill their duties as a director,
Failure to participate or contribute to the organizational activities, or
Engaging in any unlawful, dishonest or disruptive behavior to the organization,
Failing to maintain its duty of loyalty or fiduciary responsibilities to the organization,
Engaging in any activity that jeopardizes the financial security or the reputation of the organization,
Any Director who misses three (3) consecutive meetings, without a satisfactory excuse to the Board, may be removed by the affirmative votes of a majority of the Directors present at a meeting where a quorum is present. Written notice and a hearing shall be given to the Director being removed.
II.4 Method of Appointment: Appointment of directors shall be accomplished based on the nomination submitted to the Board and the existing board member will vote to appoint new member with affirmative vote.
II.5 Terms: Except as otherwise provided herein, each director of this organization shall be appointed to serve for (a) term(s) of five (5) years. A director shall hold office for the term for which they were appointed and until the end of the meeting at which their successor has been nominated and until such successor has qualified, or until the director's prior death, resignation or removal.
SECTION III - MEETINGS OF THE MEMBERS
III.1 Annual Meeting: This corporation has no members.
SECTION IV MEETINGS OF THE BOARD OF DIRECTORS
IV.1 Regular Meetings: Regular meetings of the Board of Directors may be held at such times and place as shall from time to time be determined by resolution of the Board. After the time and place of such regular meetings have been so determined, no notice of such regular meetings need be given. Meeting venue or time can be changed after providing notice to the board members at least three (3) days prior to the scheduled date.
IV.2 Special Meetings: Special meetings of the Board of Directors for any purpose or purposes may be called by the President or the Secretary at the written request of any director. The business transacted at all special meetings of directors shall be confined to the subject(s) stated in the notice and to matters relevant thereto. No other business will be transacted unless all current directors of the corporation are present at such meeting and all directors consent to the transaction of other business.
IV.3 Notice of Meetings; Waiver of Notice: A director may call a board meeting by giving at least five days’ notice to all directors of the date, time and place of the meeting. Notice given of a special meeting must state the purpose(s) of the proposed meeting. Notice of board meetings may also be given by electronic communication, directed to a telephone number or email address at which the member has consented to receive notice; A Director may waive notice of a meeting of the Board, and such waiver is effective whether given in writing, orally, or by attendance. Attendance by a Director at a meeting is a waiver of notice of that meeting, unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
IV. 4 Quorum: A majority of directors currently holding office is a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by statute or these By-laws. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum.
IV. 5 Remote Communication for Meetings: Any meeting among directors or a committee of the Board of Directors may be conducted solely by one or more means of remote communication (defined in the next sentence), if all so participate by such means, the same notice is given of the meeting as is required for those not undertaken by remote communications, and a quorum is present; for other meetings, any director or committee member may participate by conference telephone, or if the Board so authorizes, by other means of remote communication.
Remote communications are those made via electronic communication, conference telephone, video conference, the Internet, or other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting by that means constitutes presence at the meeting.
IV. 6 Written Action (Action Without Meeting): Any action permitted to be taken at a meeting of the directors may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors entitled to vote on the action. Upon signature of the last required Director, immediate notice of the action and effective date shall be made to all Directors.
SECTION V - OFFICERS
V.1 Officers: The officers of this corporation shall consist of, at minimum, a President, a Secretary and a Treasurer. The board of directors may choose to appoint additional officer(s) as deemed necessary.
V.2 Method of selection: The Board shall nominate officers of the corporation at their first meeting BOD meeting of the year. The officers shall be elected from among the seating board of directors. President should have served in the board for at least one year prior to be elected.
V.3 Tenure of office and removal: The term of office of each of the offices of this corporation shall be for one year or until the nomination of successors. Any officer may be removed at any time prior to the expiration of their term by affirmative vote of a majority of the directors. Any vacancy occurring in an executive office shall be filled by the Board of Directors.
V.4 President: The President shall have general active management of the business of the corporation.
The President’s responsibility shall include:
When present, preside at meetings of the board or of the corporation’s nonvoting members, if any.
See that orders and resolutions of the board are carried into effect.
Sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this corporation's organizational documents or by the board to another officer or agent of the corporation.
Maintain records of and, when necessary, certify proceedings of the board.
And perform other duties prescribed by the board.
V.5 Secretary: The Secretary shall keep the corporation's records and minutes, fulfill the usual duties required by such office, and perform such other duties and exercise such other powers as may from time to time be imposed upon that position by resolution of the Board.
The Secretary’s responsibility shall include:
Keep permanent comprehensive records of the corporation, including list of members.
Give notices of meetings to the members and to the Board.
Maintain record of attendance in meetings, and such other records as the Board may direct and make available the same for inspection as required by the by-laws.
Record the minutes at every meeting and prepare the said minutes for presentation and approval at the next regularly scheduled meeting.
Handle any correspondence at the request of the Board or committee members.
Maintain inventory of corporation’s properties.
V.6. Treasurer: The Treasurer shall keep accurate financial records for the corporation in accordance with generally accepted accounting principles.
The Treasurer’s responsibility shall include:
Shall prepare yearly and event budget in consultation with the President and other board members.
Deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board.
Endorse for deposit notes, checks and drafts received by the corporation as ordered by the board.
Maintain records of all payments received, bank deposits and disbursements.
Make regular financial reports to the Board at regular business meetings and annual general body meeting.
Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board.
And upon request, provide the President and the board an account of transactions and of the financial condition of the corporation.
Prepare and file statutory tax returns and other required documents as required by law.
Make payments for services, viz. insurance etc.
SECTION VI CONFLICT OF INTEREST/INDEMNIFICATION
VI.1 Director conflicts of interest. This corporation shall not enter into any contract or transaction with,
One or more of its directors, officers, or a member of the immediate family of its director or officer,
A director or officer of a related organization, or a member of the immediate family of a director or officer of a related organization, or
An organization in or of which the corporation's director or officer, or member of the immediate family of its director or officer, is a director, officer, legal representative or has a material financial interest.
Unless the material facts as to the contract or transaction and as to the interest of the director(s) or officer(s) are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the directors (not counting any vote that the interested director or officer might otherwise have, and not counting the interested director or officer in determining the presence of a quorum.)
VI.2 Conflicts of interest: relevant definitions of relevant parties and interests.
For purposes of the prior section, “immediate family” encompasses the following individuals: spouses, domestic-partners-in-fact, parents, children, children’s spouses or children’s domestic-partners-in-fact, siblings, spouses or domestic-partners-in-fact of siblings, aunts, uncles, first cousins, stepparents, and stepchildren. “Domestic-partner-in-fact” is used with respect to those designated as the intended life partner of an individual or otherwise identified as being related to that individual through intended long term ties of love, affection, responsibility, and commitment common to those undertaken in marriages recognized by the State, regardless of whether such relationship is defined by or otherwise recognized by any governmental authority.
Per Minnesota law, “material financial interest” encompasses, but is not limited to, an individual's relationship to an organization with respect to which rights of the individual exist, whether or not yet vested, for payment of dividends, profit-sharing, compensation, reimbursement of expenses, repayment of obligations or other liabilities, from the organization, but for purposes of the prior section “material financial interest” does not include fixing the compensation of the director or fixing the compensation of another director as a director, officer, employee, or agent of the corporation, even though the first director is also receiving compensation from the corporation.
VI.3. Conflict of interest policy.
The need for a conflict-of-interest policy that staff members, officers, and Directors shall adhere to is established by Sub-section VI.1. Such policy shall be established and annually reviewed by the Board of Directors. At a minimum, such policy shall require the certification by all individuals who are subject to it that they have read the policy and agree to abide by it, and along with same, shall provide on at least an annual basis to the Secretary of this corporation a list of all organizations and individuals who comprise their “immediate family” or with whom they have a “material financial interest” as such terms are defined in the preceding Sub-section VIII.2., except that in the case of immediate family, a threshold of “materiality” for what comprises a “material financial interest” shall be set by the Board.
VI.4. Insurance.
This corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or member of a committee of this corporation against any liability asserted against such person and incurred by such person in any such capacity.
SECTION VII - MISCELLANEOUS
VII.1. Fiscal year. The fiscal year of the corporation shall be from January 1 December 31.
SECTION VIII - Amendment
Any proposal for the amendments to the Articles of Incorporation or Bylaws must be submitted in writing and/or electronically to the BOD no less than thirty (30) days before the upcoming BOD meeting. Upon receipt of the proposed amendment the secretary will send out a notice to the other Board members no less than twenty-one (21) days before the upcoming BOD meeting. For a proposal to pass two‐thirds (2/3) of the voting Board Members present shall be required to vote in favor of the proposal.