Constitution

ARTICLE I. NAME OF THE ORGANIZATION

The name of the organization shall be “Utshob”.

ARTICLE II. LOCATION & REGISTRATION

The organization is located in San Diego, CA. The organization shall run as a “Incorporated Non-Profit Association” registered with the State of California, U.S.A.

ARTICLE III. OBJECTIVE

Utshob is a non-political, secular, charitable and cultural organization created to fulfill the following objectives:
a) To promote and organize various cultural and recreational activities/programs to entertain the members of the Bengali community and others living in the San Diego area.
b) To improve and enhance the quality of the social and cultural activities in the San Diego area by providing training to the interested persons on non-commercial basis.
c) To engage in miscellaneous activities that will have positive impact on the socio-cultural environment in the area.
d) To perform charitable activities in USA and Bangladeshi using a holistic, sustainable development model that equips poor children with the tools and skills they need to lift themselves out of poverty.

ARTICLE IV. EVENT PARTNERSHIP

UTSHOB will host all the major events independently.

ARTICLE V. MEMBERSHIP

A. Eligibility:

Any person who have interest in the various activities and programs to be organized/sponsored by Utshob and believe in Utshob’s objective can become a general member. Membership will be subject to the approval by the Executive Committee. Membership will commence upon attending any of the Utshob events without any additional fee and shall be valid for one year starting from that event of the day.

B. Annual Dues: Annual due will be decided in consultation with General Body (GB) members.

C. Rights of Members

Every general member shall have right to cast one vote in any voting process. Proxy voting will be allowed under reasonable conditions with proper documentation and/or affidavit.

D. Resignation

Any member may resign for a reasonable cause by filing a written resignation with the President. However, the President can resign only by addressing to the executive council. If the executive council accepts the resignation, the secretary will notify to the applicant within 21 days. Resignation will be considered as final if the applicant does not receive any notification from the secretary within 21 days.

E. Suspensions or Expulsion:

Membership of a person may be suspended or terminated
a. If the person intentionally and purposefully violates constitution and/or acts against the organization
b. If the person is convicted and punished by court.
Suspension or termination of the membership has to be approved by the simple majority of the General Body (GB) members.

F. Reinstatement of Memberships:

Membership of any person expelled from the organization can be reinstated by the approval of simple majority of the General Body (GB) members.

ARTICLE VI. STRUCTURE OF ORGANIZATION

The organization consists of three councils
a) General Body (GB)
b) Executive Committee (EC)
c) Board of Advisors (BOA)

A. GENERAL BODY

General Body consists of all the members as defined by Article IV. General Body is the foundation of the organization and has voting power to amend constitution, suspend or revoke membership, elect or remove any EC member, dissolve any committee or the organization.

B. EXECUTIVE COMMITTEE

Executive committee consists of following positions:

  1. President (1)
  2. Vice-president (1)
  3. General Secretary (1)
  4. Joint Secretary (1)
  5. Finance-Secretary (1)
  6. Cultural Secretary (1)
  7. Event Coordinator (1)
  8. Member at Large (1)
  9. Member at Large (1)
  1. In order to hold an EC position
    a. candidates must be members of the GB
    b. Should be of at least eighteen (18) years of age
    c. Should not be convicted of felony.
    d. Not more than one person from the same family can apply for on the Executive Committee at the same time.
  2. The members of the EC shall be elected by the GB members and will assume the office at the end of the current term.
  3. All EC members shall serve a two-year term.
  4. All vacancies on the EC shall be filled up at the discretion of the EC with subsequent notification to the GB members within 30 days. Such appointed members shall hold office until the next general election.
  5. If majority of the EC members resign, the remaining members will convene a GB meeting within sixty (60) days to elect a new EC. Until such new EC takes office, the outgoing EC in consultation with and agreement from the BOA will safeguard the assets and day to day operations of Utshob.
  6. If all EC member resigns, BOA will take over the operations of Utshob. BOA will form an Election Commission to elect a new EC by the GB.

C. BOARD OF ADVISORS

  1. The Board of Advisors (BOA) shall consists upto three distinguished and organizationally experienced members from GB.
  2. To be eligible for the BOA, candidate must be a member of Utshob, should be at least eighteen (18) years of age and should not be convicted of felony.
  3. The BOA members shall be selected by the EC within 30 days of the formation of the EC.
  4. The BOA shall be formed for a two-year term.
  5. Members of the BOA shall advise and assist the EC on various issues as needed. BOA will look after the assets of Utshob and help carry out financial audit.
  6. The BOA will not have any executive power. However, in cases when all EC members resign, or the EC is dissolved for any reason, the BOA will have the power to operate all the activities of the association until the formation of a new EC by election. In such case the BOA will help to elect a new EC as soon as possible.

ARTICLE VII. RESPONSIBILITIES OF EC MEMBERS

The EC will promote social, cultural and charitable activities in the local area. It shall have the power to form a sub-committee for a certain project. Executive council shall be accountable to the GB for their activities.

A. President:

a) Setting the strategy and long-term direction of Utshob.
b) Ensuring a smooth transition of records and assets to the next President
c) Presiding over all GB and EC meetings.
d) Compliance with appropriate laws.
e) Coordinating all activities of Utshob in consultation with EC members.
f) Consult with the BOA as needed.
g) Keep the BOA informed regarding the affairs of Utshob. Establish a transparent and meaningful relationship with BOA. Attend BOA meetings when needed
h) Promote & support a coherent committee having trust and respect to each other.

B. Vice President:

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter.

C. General Secretary:

a) Discharging the responsibilities of the President or President-elect during the latter’s temporary absence.
b) Coordinate with all other EC members.
c) Convene a meeting after consultation with the President and/or VP.
d) Make the arrangements for all meetings in concert with the President
e) Record all votes and minutes of all proceedings.
f) Submit an annual report in the general meeting.
g) Attend to any objections raised by any member of the EC.

D. Joint Secretary:

The Joint Secretary shall be vested with all the powers and shall perform all the duties of the General Secretary during the absence of the latter.

E. Finance Secretary:

a) Collect all the donation, subscription and membership fees of the organization.
b) Book-keeping of all the income and expenditures of the organization.
c) Presenting an annual financial report in the annual GB meeting.
d) Make a budget for the fiscal year.
e) Safeguarding the monetary and nonmonetary assets of Utshob
f) Filing Tax Return every year by the due date in specific forms designated by the IRS and the state of California.

F. Cultural Secretary:

a) Coordinate all the social and cultural activities organized by Utshob.

G. Event Coordinator:

a) Select and reserve the event venue.
b) Decorate the hall room and stage
c) Order food for participants
d) Control the lights and sound system

H. Member at Large:

Members will help with activities and programs to be undertaken by the organization.

ARTICLE VIII. REMOVAL OF EC MEMBERS

Removal of any member of EC members should be approved by majority of general members. Following reasons may invoke the EC membership:
a) Break the rule of constitution
b) Misuse of money
c) Unable to maintain responsibility
d) Dishonesty
e) Convicted for crime
No officer of the EC shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons for such expulsion.

ARTICLE IX. VACANCIES

The Election commission shall be responsible to fill vacancies of the EC occurred due to resignation, death, expulsion, suspension or any other reason. The vacancy shall be filled up by election procedure in the next GB meeting. The persons so elected shall hold the position for the unexpired term in respect of which such vacancy occurred. Any vacancy in the BOA shall be filled up by the EC. The EC shall inform the GB of any such change in the BOA within 15 days.

ARTICLE X. MEETINGS

There will be four kinds of meetings:
a) General Body Meeting
b) Executive Committee Meeting
c) Emergency General Body Meeting
d) Postponed Meeting.

General Body Meeting:

1. A GB meeting shall be held at least once a year. General report, budget, income and expenditure report shall be submitted in this meeting.

2. Notice for GB meeting shall include the date, time, place and agenda. Such notice shall be delivered to all GB members by means that deems appropriate to the EC.

3. Quorum for the GB meeting shall be one-fourth of the total Membership except as designated for the change of the Constitution or Dissolution of the organization.

Executive Committee Meeting:

1. The EC members will hold this meeting for their executive activities. Quorum for EC meeting will be a majority of the EC members.

2. The President shall call meetings of the EC as needed with proper notice.

3. The President shall call for at least 1 joint meeting with the BOA and the EC per year. The quorum in such meetings will be a simple majority of each of EC and BOA

4. Deliberations of the EC shall be kept confidential by the EC members.

Emergency GB Meeting: General Secretary can call a special meeting to discuss an important issue after consultation with the President.
Postponed Meeting: If any meeting is postponed due to lack of quorum, then a meeting can be arranged following week or any other convenient time for the same purpose. Quorum shall not be required for such meeting.

Notice:
GB meeting can be called with 21 days’ notice.
EC meeting can be called with 10 days’ notice.
Emergency GB Meeting can be called with 7 days’ notice.

ARTICLE XI. FINANCIAL MATTERS

a) The organization shall not fund any activities not permitted to be carried out by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.
b) Fiscal year of Utshob shall be from the April 15th of current year to April 14th of next year.
c) To operate financial activities, a bank account opened in the name of the organization “Utshob” will be used.
d) Bank account shall be operated by President, General Secretary or Finance Secretary. Withdrawal of any money must require the President’s signature followed by the signature of the General Secretary or Finance Secretary.
e) Any EC member can spend less than $100 out of pocket for any organizational activities without prior permission from EC. If majority of EC endorse the expenditure as justifiable, then treasurer will reimburse the money.
f) No part of the earning shall be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered.
g) The EC may appoint a sub-committee of two general members, who are not part of the EC to audit and certify Utshob’s financial statement at the end of fiscal year.

ARTICLE XII. ELECTION PROCEDURES

A. Election for the Executive Committee shall be held at the fourth quarter of the election calendar year.

B. Current EC shall form an Election Commission for the election of the next EC members.

C. Election commission shall consist of 3 members (Chief election commissioner and 2 assistant-election commissioners) from the GB members selected by the EC.

D. Election shall be held by secret ballots among general members unless an office is uncontested.

E. A member of the Election Commission shall not be:

1. A sitting member of the EC in office.

2. A candidate for the current election.

3. A family member of a candidate for the current election.

4. Any person with a conflict of interest with any of the candidates running for election.

F. Nomination shall be submitted to the Election Commission on or before a date as fixed by the Election Commission. Nomination submission should be in writing, proposed by one member, seconded by another, and accepted by the candidate.

G. Once the Election Commission verifies a nominee as eligible for the position sought, the name of the candidate shall be included in the election materials sent to the members.

H. The Election Commission shall have the power to set working rules for election procedures, which are in accordance with the constitution of Utshob.

I. Election Commission shall conduct the election. Chief election commissioner shall announce the election results and names of the new EC members.

J. Candidate receiving the majority votes for a position wins the election. In case of a tie the winner will be decided by a coin toss.

K. If nobody applies for a position, Election Commission will select a general body member for the position on their discretion upon consent from the candidate.

Eligible Voters

A. GB members who have paid the annual membership dues in the current membership year are eligible to vote.

B. Must be at least 18 years of age on the day of the election.

C. Each eligible member has one equal vote to cast for each position.

ARTICLE XIII. AMENDMENT

The Constitution or the By-Laws may be amended by a vote of at least two-thirds of the Members present in a general body meeting or two-thirds of the mail ballots received or two-thirds of voters who participated in electronic voting, provided that a quorum is present. Quorum for amendment purposes shall consist of at least fifty percent (50%) of the total General Body Membership. The amendment shall be effective immediately after being ratified by the members.

ARTICLE XIV. DISSOLUTION OF THE ORGANIZATION

The association may be dissolved by approval from at least two-thirds members of the entire General Body. Upon dissolution all the debts and obligations of the association shall be paid by the existing assets of the association. The remaining assets shall be distributed to a non-profit entity for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. The means of distributing assets shall be determined by the majority (at least fifty one percent) of the general body members.

ARTICLE XV. EFFECTIVENESS OF THE CONSTITUTION

The constitution shall be effective with the ratifications from general body 3 weeks after the circulation of the draft constitution.