Last Ammended Date: 2nd July 2015
ARTICLE 1 - ALMA MATER, ALUMNI, MEMBERS
- Section 1.1. Alma Mater. BIT Sindri stands for Bihar Institute of Technology, Sindri, In-dia, started in 1949, and whose first batch of engineers graduated in 1953. BIT Sindri and its successors shall hereinafter be referenced to as the Alma Mater.
- Section 1.2. Alumni. Alumni are the set of people who have had any academic affilia-tion with the Alma Mater as a student, staff, or faculty.
- Section 1.3. Association. BIT Sindri Alumni Association of North America, Inc. shall hereafter be referred to as the Association.
- Section 1.4. Membership. The initial Members of the Association shall be the Directors named by the Incorporator in the original Certificate of Incorporation. Thereafter, the Members of the Association shall consist of Alumni lawfully living in the United States of America or Canada who have established any mutual communication with the Association. Mutual commu-nication can be established through letter, email, phone, Association’s website or any groupware such as in LinkedIn Group. BIT Sindri Alumni Association of North America. Members shall have voting rights as discussed below. The Association may require a fee from Members for the necessary administrative expenses of the Association. Non-payment of such fee by a Member shall not deprive the Member of any voting rights. Any friend or family of a Member, lawfully living in the United States of America or Canada, is eligible to be an Associate Member. Associ-ate Members are encouraged to attend any and all general meetings of the Association, partici-pate in discussions and deliberations, and otherwise help in fostering friendship among alumni families. However, the Associate Members will have no voting rights.
- Section 1.5. Rights and Duties of Members. The duties of the Members shall be as follows:
- at each annual meeting of the Members, the Members shall elect Directors to hold office un-til their successors shall have been elected and qualified, and may make recommendations for action to be taken by the Board of Directors,
- at all special meetings, the Members may make recommendations for action to be taken by the Board of Directors. The Members shall have no other duties and shall have no management authority. Each Member of the Associa-tion shall have the right to cast one vote on all actions for which Members shall have a right to vote. The right of a Member to vote and all of his or her rights, title and interest in or to the Association shall cease on the termination of his or her membership. No Member shall be enti-tled to share in the distribution of the Association assets upon the dissolution of the Associa-tion.
- Section 1.6. Annual Meeting of Members. The annual meeting of the Members for the election of Directors and for the transaction of such other business as properly shall come be-fore the meeting shall be held at such time each year as determined by the Board of Directors. If an annual meeting of Members becomes physically impossible under adverse circumstances, then the Board of Directors shall fill the vacancy or vacancies by nominations and voting by the then Directors. Such Directors would continue in office only until the next Annual Meeting of Members. While there may be any number of meetings of members at any place, only one such meeting shall be declared by the Board of Directors as the Annual Meeting where Election can be held. Efforts should be made for the largest voter participation.
- Section 1.7. Special Meetings. Special meetings of the Members may be called at any time by petition of no less than one-tenth of the Members or by resolution of the Board of Di-rectors.
- Section 1.8. Place of Meetings. All meetings of the Members shall be held at such places as shall be specified in the respective notices of such meetings.
- Section 1.9. Notice of Meetings. Notice of every annual or special meeting of the Mem-bers shall be served by mail, E-Mail, fax or groupware on each Member not more than thirty (30) nor less than three (3) days before the meeting. Annual meetings shall be general meetings and open for the transaction of any normal business of the Association. Notice of special meetings shall state the purpose or purposes for which the meeting is called, the time, and the place. Such notices shall be delivered to each Member so entitled through mail, fax, email, or groupware.
- Section 1.10. Quorum. At all meetings of the Members, the presence in person of at least six Members shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members.
- Section 1.11. Voting. At all meetings of the Members, all matters shall be decided by the vote of a majority of the Members present. Any Member may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. Robert’s Rules of Order shall govern the proceedings of the meeting of the Members, except as otherwise specified in these Bylaws.
- Section 1.12. Meeting Not Required. Any action which is required or permitted to be taken at a meeting of the Members may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by a majority of the Members who are entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a majority vote of the Members. Such action shall be effective as of the date specified in the consent. A signed written consent may be effected through a fax, E-Mail or a groupware.
- Section 1.13. Resignation and Removal of Members. Any Member may be removed at any time for cause, such as commission of a felony, at any meeting by a vote of two-thirds of the Members of the Association present at the meeting. Any Member may resign at any time.
ARTICLE 2 - BOARD OF DIRECTORS
- Section 2.1. Management/Directors. The affairs and the property of the Association shall be managed by the Board of Directors (hereinafter sometimes referenced to as the Board). The Directors shall act only as a Board and individual Directors shall have no power as such. The Di-rectors named by the Incorporator in the original Certificate of lncorporation shall be the initial Directors of the Association.
- Section 2.2. Number of Directors. The number of Directors shall consist of no fewer than three (3) Members.
- Section 2.3. Roles of Directors. The entirety of management functions of the Associa-tion, carried out by the Directors, is grouped into a set of positions (or roles), and collectively called Officers as detailed in ARTICLE 3. The Officers are: President, one or more Vice Presi-dents, a Secretary, and a Treasurer. Each Officer must be a Director. Powers, duties and respon-sibilities of the Officers are described in ARTICLE 3.
- Section 2.4. Election of Directors. The Directors shall be elected annually by the Mem-bers at their annual meeting to serve a two-year term. Directors may succeed themselves in of-fice but only by election or reelection.
- Section 2.5. Annual Election. The President shall receive recommendations of potential nominees for members of the Board of Directors, and sha1l select one (1) eligible person for each of the positions to be filled. The Secretary shall present the slate of Directors to the Mem-bers in the notice of annual meeting provided to the Members.
- Section 2.6. Slate of Directors/Officers. The notice of Annual Election will include a slate of candidates for the vacant and would be vacant offices as determined by the President. If the outgoing President wishes reelection for the office of the President then it has to be approved by the Board of Directors. Failing that the President may list himself/herself as a run-in candi-date or be nominated by the floor. Each candidate will be for a defined office. Additional nomi-nations would be welcome from the floor.
- Section 2.7. Process of Election. The President shall open the floor for any further nom-inations, proposed by a Member, seconded by another Member, and accepted by the nominee. If more persons shall have been nominated than there are places to be filled, the election shall be by written ballot or voice vote as determined by the President.
- Section 2.8. Special Circumstances. Additional Directors to fill any vacancy or vacan-cies, caused by the death, resignation, removal of any Director, or by any increase in the number of Directors, may be elected at any meeting of the Board of Directors called for that purpose. Such Directors would continue in office only until the next Annual Meeting of Members. Each person elected a Director at the Annual Meeting of Members shall continue in office for the term of his or her office and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal in accordance with the Bylaws.
- Section 2.9. Directors Compensation. Directors shall receive no compensation for their services, which are voluntary and charitable. However, actual and reasonable busi-ness expenses incurred by the Directors may be reimbursed by the Association.
- Section 2.10. Annual Meeting of the Board. The annual meeting of the Board for the election of officers and for the transaction of such other business as properly shall come before the meeting shall be held as soon as practicable following the annual meeting of Members.
- Section 2.11. Special Meetings. Special meetings of the Board of Directors shall be called at any time by the Secretary upon the request of the President or a majority of the Board of the Directors. Such requests can be made by telephone calls, fax, or email.
- Section 2.12. Place of Meetings. All meetings of the Board of Directors shall be held at such places as shall be specified in the respective notices of such meetings or waivers thereof.
- Section 2.13. Notice of Meetings. Notice of every meeting of the Board of Directors shall be served by mail or E-Mail or fax on each Director not more than thirty (30) nor less than three (3) days before the meeting. Annual meetings of the Board of Directors shall be general meetings and open for the transaction of any business within the powers of the Board of Direc-tors without special notice of such business except in any case where special notice is required by law, or by the Articles of lncorporation or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If mailed, such notice shall be di-rected to each Director entitled to notice at his or her address as it appears on the books or rec-ords of the Association. No notice of the time, place or purpose of any meeting need be given to any Director who attends such meeting or to any Director who in writing, executed and filed with the records of the Association, either before or after the holding of such meeting, waives such notice. A written notice may be effected through fax or email.
- Section 2.14. Quorum for BOD Meetings. At all meetings of the Board of Directors, the presence of a majority of the Board of the Directors (but not less than two) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the By-laws, the act of a majority of the Directors present shall be the act of the Board. Robert’s Rules of Order shall govern the proceedings of the meeting of the Board of Directors, except as oth-erwise specified in these Bylaws. While the quorum for Board of Directors Meetings is set at a simple majority, if the total number of directors exceeds 6 then a Board of Directors meeting may proceed with at least 3 directors present. If a decision has to be made with less than the quorum then such a decision will remain tentative until sufficient votes are subsequently cast to affirm or reject. If insufficient or no votes are cast within five (5) days of the tentative decision then the President may extend the deadline by two (2) more days and issue a reminder. After seven (7) days, the tentative decision may be confirmed or rejected by the President by a note to the Board of Directors.
- Section 2.15. Remote Attendance at Meetings. Any Director may participate in a meet-ing by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
- Section 2.16. Resignation and Removal of Directors. Any Director may be removed at any time for cause and with prior notice at any meeting of the Members by a vote of the majori-ty of the Members of the Association present at the meeting. Any Director may resign at any time.
- Section 2.17. Removal of a director by the Board. In the larger interest of the Associa-tion, the BOD may remove a director by a two-thirds vote for cause. Establishing cause is the responsibility and determination of the President. Such a precedence setting extreme step is to be taken if and only if all remedial efforts have failed
- Section 2.18. No Meeting Required. Any action which is required or permitted to be tak-en at a meeting of the Directors, or a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the voting Directors, or members of the committee. The consent shall have the same effect as a unanimous vote. Such action shall be effective as of the date specified in the consent. A written consent may be effected through mail, email, fax, or a groupware.
- Section 2.19. Indemnification. Any person made a party to any action, suit or proceed-ing by reason of the fact that he or she is or was a director, officer or employee of the Associa-tion, or of any corporation for which he or she served as a director or officer at the request of the Association, shall be indemnified by the Association against the reasonable expenses, includ-ing attorneys' fees, actually and necessarily incurred by him or her in connection with the de-fense of such action, suit or proceeding, or in connection with any appeal therein, except in rela-tion to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for willful misconduct or recklessness in the performance of his or her duties. The fore-going right of indemnification shall be in addition to any other rights to which any such director, officer or employee may be entitled as a matter of law.
ARTICLE 3 - OFFICERS
- Section 3.1. Number of officers. The officers of the Association shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. One person may hold up to two of the aforesaid offices. Officers of the Association must also be a Director of the Association. The Board may also establish such other officers of the Association as it may determine and it may define the powers and duties of each. Officers shall receive no compensation for their ser-vices.
- Section 3.2. Succession of Officers. The order of succession shall be President, Vice President, Treasurer, Secretary, and other Vice Presidents - designated Regional or for other purposes. That is, President’s office can be filled by the Vice President, else by the Treasurer, else by the Secretary, and so on, in that order. Similarly for other offices as well. Such succes-sion has to be approved by the Board of Directors.
- Section 3.3. Multiple Offices. A director may assume up to two offices. However, the offices of President and Vice President shall be mutually exclusive.
- Section 3.4. Designation of the Officers Portfolios. Election of directors normally des-ignates the office to be held by the director. The Board of Directors may at any time change the offices held by the directors if required. However, such changes would need to be ratified at the next general election.
- Section 3.5. President. The President shall be the chief executive officer of the Associ-ation and shall have general supervision over the affairs and property of the Association and over its officers, and shall generally do and perform all acts incidental to the office of President. The President shall preside at all meetings of the Board and shall have such other powers and duties as may be assigned to him or her from time to time by the Board or as prescribed by these Bylaws. When authorized by the Board, the President may execute in the name of the As-sociation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, ex-cept in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association. The President shall receive no com-pensation for his or her services.
- Section 3.6. Vice President. The Board may elect one or more Vice Presidents to admin-ister regional affairs and/or specific functions and sha11 determine their duties. In general, the Vice President shall perform all the duties of the President at his or her request or in his or her absence or disability, and if more than one Vice President is elected, they shall serve in the or-der designated by the Board, or by the President if no order has been specified by the Board. When so acting, a Vice President shall have all the powers of and be subject to all the re-strictions upon, the President. When authorized by the Board, any Vice President may also sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts or other instru-ments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Asso-ciation. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board or by the President. No Vice Presidents shall receive any compensa-tion for their services.
- Section 3.7. Treasurer. The Board shall elect a Treasurer and shall determine his or her duties. In general the Treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the organization. Treasurer shall be responsible for reporting the fiscal picture of the organization from time to time and at least annually. Treasurer shall assist in the prepara-tion of the budget, help develop financial processes, and make financial information available to Board Members and the public. The Treasurer shall receive no compensation for his or her services.
- Section 3.8. Secretary. The Board shall elect a Secretary and shall determine his or her duties. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board in one or more books provided for that purpose, and whenever required by the President, he or she shall perform like duties for any committee; provided that in the absence of the Secre-tary, the majority of the Directors present at any meeting thereof may designate any person to act as Secretary for such meeting. The Secretary shall see that all notices are duly given in ac-cordance with these Bylaws and as required by law; he or she shall be custodian of the seal, if any, of the Association and shall affix and attest the seal to any and all documents the execution of which on behalf of the Association under its seal shall have been specifically or generally au-thorized by the Board; he or she shall have charge of the books, records and papers of the As-sociation relating to its organization as an Association and shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent that the same are to be kept or filed by the Treasurer. He or she shall perform all the duties normally in-cident to the office of Secretary and such other duties as may from time to time be assigned to him or her by the Board or by the President. The Secretary shall receive no compensation for his or her services.
ARTICLE 4 - COMMITTEES
- A majority of the whole Board may from time to time by resolution, constitute commit-tees of Directors, Officers or Members, with such functions, powers and duties as the Board shall determine. Unless the Board shall provide otherwise, each such committee shall enact rules and regulations for its governance. The Board of Directors shall also have the authority to estab-lish an Advisory Board to include past Directors, officers and members at large of the Associa-tion who can advance the cause, image, and impact of the Association, and help with long range planning. The Advisory board will serve the Board of Directors. The members of the Advisory Board will be appointed by the Board of Directors.
ARTICLE 5 - MISCELLANEOUS PROVISIONS
- Section 5.1. Offices. The Board may establish, from time to time, one or more regional offices of the Association in various regions of the USA and Canada and may maintain such of-fice or offices for such period or periods of time as it may deem expedient. Each of the regional offices shall be headed by a Vice President, governed by the Bylaws of the Association subject to applicable local laws of the region.
- Section 5.2. Fiscal Year. The fiscal year of the Association shall end on December 31 in each calendar year.
- Section 5.3. Execution of Contracts. The President, acting with the approval of the Board, may enter into any contract or execute any contract or other instrument in the name and on behalf of the Association. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Association, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so au-thorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Association by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
- Section 5.4. Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Association, and all notes or evidences of indebtedness of the Association, shall be executed on behalf of the Association by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.
- Section 5.5. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may from time to time select or as may be selected by any officer or employee of the Association to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Association.
- Section 5.6. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be deemed to be sufficient if (I) given by E-Mail, fax or groupware addressed to the person entitled thereto at his or her last E-Mail, fax or groupware address appearing on the records of the Association or (2) depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his or her last post office address appearing on the records of the Association, and such notice shall be deemed to have been given on the day of such mailing. Any notices required to be given under these By-laws may be waived by the person entitled thereto in writing, whether before or after the meet-ing or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person. All Members bear the responsibility of informing the Secre-tary of a change in postal and E-Mail address, and phone and fax number as needed in a timely manner. The Association does not bear the responsibility for delivery problems in mail and E-Mail, or a wrong number for telephone or fax.
- Section 5.7. Board Actions. The Board may take any and all of, but not limited to, the following actions:
- Offer scholarships, aids, prizes , and awards to students and alumni;
- Sponsor events to benefit alumni, faculty, staff and students;
- Offer financial aid and enhance education and research at the Alma Mater to support emerging areas of technology;
- Encourage technical exchanges between the Alma Mater and educational and re-search institutions in the United States and Canada; and
- Advise on specific training of the students for better placement in the job market.
ARTICLE 6 - AMENDMENT OF BYLAWS
- Any Member of the Association may propose an amendment to the Bylaws by submit-ting a written proposal to the Board of Directors. The Board of Directors, by a two-third’s vote, may approve the proposal (if it is a simple commonsense change supporting the overall objec-tives and/or operational efficiency of the Association) or reject the proposal. For proposals of a substantial change, the Board of Directors may seek a decision at the meeting of the Members where a two thirds vote of the Members present at the meeting will be required for its adoption. In the event of an unfavorable decision by the Board of Directors, the Member proposing the amendment may request a special meeting of the Members as provided in Section 1.7. The pro-posed amendment may be voted upon at the special meeting of the Members and would require a favorable vote of majority of the Members present for adoption.