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Constitution of the Bay Area Bangladesh Association

Contents

I. Name

II. Membership

III. Charter

IV. Structure

V. Election Procedure

VI. Duties and Functions of the Executive Body

VII. Duties and Functions of the President

VIII. Duties and Functions of the Board of Trustees

IX. Duties and Functions of the Secretaries

X. Conflicts

XI. Meetings

XII. Impeachment

XIII. Resignations

XIV. Finances of the Organization

XV. Changes in the Constitution

Constitution of the Bay Area Bangladesh Association

I. Name

The name of the association shall be BAY AREA BANGLADESH ASSOCIATION (BABA). It will be registered as a voluntary non-profit organization with the Internal Revenue Service. The association will be headquartered in Santa Clara County and will serve residents of Northern California, which includes but not is limited to Santa Clara County, Marin County, Contra Costa County, and San Mateo County etc. The organization will have a permanent address, which will be established under the guidance of the executive body. The current address of the organization is:

11583 Country Spring Court
Cupertino, California 95014

II. Membership

Membership of the proposed organization will be open to anyone who wishes to join and adheres to the Constitution. To be a voting member of the organization, he/she must be a paid member of the current year and must be eighteen years or older. All members below the age of eighteen will be non-voting members of the organization. Each voting member has a single vote, which he/she can exercise at any voting procedure.

Yearly membership fees will be reviewed and if necessary adjusted by the executive body each year. Membership fees are payable in one installment and will become due after each general body meeting in which elections are held for the executive body.

 All membership fees will be non-refundable and will be used to meet the basic operating expenses of the organization. The modalities of allocation and distribution of the funds to different committees are explained as necessary in appropriate sections below.

III. Charter

The Charter of the organization includes:

1. To promote goodwill and understanding among the members of the organization as well as between the members and other ethnic groups in the Bay Area.

2. To help Bangladeshis arriving in the Bay Area adjust to the social, economic and cultural conditions of this country.

3. To help develop economic and educational growth in Bangladesh.

4. To keep the cultural heritage of Bangladesh alive among the Bangladeshi residents in Northern California through cultural and educational programs and exchanges.

5. To investigate and implement means of utilizing the resources of talent among men, women, and children of Bangladeshi living or immigrating to this area.

IV. Structure

The entire organization will have:

A. Executive Body: The Executive Body will  be the highest decision making body of the organization. It will be comprised of seven secretaries elected directly by the general body members. Executive body will serve a one-year term.

B. Seven Secretaries: Following are the seven secretaries in the executive body.

1. Cultural Secretary

2. Finance Secretary

3. Public Relations Secretary

4. Social Affairs Secretary

5. Sports Secretary

6. Publication Secretary

7. Women and Children Affairs Secretary

C. President: One of the seven secretaries will be elected as the President of the organization and will have dual responsibilities of a president and a secretary but finance secretary.

D. General Secretary: One of the seven secretaries other than the President will be elected as the General Secretary of the organization and will have dual responsibilities of a secretary and a General Secretary. General Secretary will assume the responsibility of the president if for any reason the president cannot continue to perform his/her responsibility.

E. Board of Trustees: The board of trustees will be a separate body that will be elected by the general body of the organization will serve a three-year term. It will be comprised of five members. The board of trustees is a very important part of the organization as they are the only persistent body of the organization and is responsible for tracking activities that lasts longer than a year. Such activities include but are not limited to continuous management of reserve funds, transfer of responsibilities of multiple year projects from current Executive Body to the new Executive Body etc. They will also act as an advising body for the organization. The Board of Trustees will be proactive about resolving any kind of conflict that cannot be resolved by the executive body.

V. Election Procedure

Forming of the Election Commission

A three member Election Commission will be formed by the Board of Trustees in

consultation with the EC. The members of the Election Commission cannot be a member

of current Board of Trustees or Executive Body. The Election Commission will be

responsible for gathering nominations, keeping the community informed about the

nominations and above all ensuring a fair voting process on the day of the election. A

member of the Election Commission should not publicly disclose his/hers support for any

person nominated for EC or Board of Trustees but will have a vote like every other

member of BABA.

a) Board of Trustees:

The responsibilities of the Board of Trustees are extremely important to the long-term

growth and progress of BABA. It is essential that members of BABA who understands

different goals of BABA and have been involved with the day to day to functioning of

BABA should be elected as a member of the Board of Trustees. The following

requirements must be met before a member can be put on the ballot to elect the Board of

Trustees:

1. A BABA member should nominate the candidate and another BABA member

must second it.

2. The candidate must be in good standing in BABA i.e. the candidate must not have

committed any action unbecoming of a BABA member.

3. The candidate must send in a statement of purpose to the current Board of

Trustees outlining the member's goals and accomplishments.

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4. Must be committed to being a member of BABA for all of three years he or she is

planning to be a part of the Board of Trustees.

5. Cannot hold membership in both Board of Trustees and the Executive Body

during the same period.

It is the responsibility of the current Board of Trustees to make the candidate list and

corresponding statement of purpose available to the general body of BABA. The

general body will vote to elect one member of the Board of Trustees every year and

the election will be held at the annual general meeting. Each general body member

has a single vote. In case of ties, outgoing member(s) will break the tie.

b) Secretaries: All seven secretaries will be elected directly by the general body

members. Each general body member has a single vote. Anyone wishing to become a

Secretary will have to be put on the ballot by a general body member and seconded by a

second general body member. Secretaries will be elected against each individual office

and by a simple majority vote. Anyone can run for a maximum of three offices

simultaneously but will be able to keep only one if elected to more than one office. In

case one is elected to two or more offices and he/she has to vacate all of the offices but

one, then the nominee who received the next highest vote will be declared elected to the

vacated offices. In case of a tie, current Board of Trustees will elect the secretary.

The secretaries will hold offices for a period of one year or up to the next general body

meeting. All positions except the one for Women and Children Affairs Secretary will be

nopen to any male or female candidates above the age of eighteen.

c) President & General Secretary: Once the secretaries are elected they will in turn, elect

a President and a General Secretary from among the secretaries. Any secretary can

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propose names, which will have to be seconded by another secretary. Secret balloting

will then be held to elect the President and General Secretary. Each secretary has a single

vote. In case of a tie between the candidates, current board of trustees will break the tie.

The President will also function as a secretary and assume the role of President as

and when needed. The President will hold office for one year or up to the next general

body meeting. No one will be allowed to hold the office of the President for two

consecutive years.

The election of President and General Secretary must be completed in one week

of the election of the secretaries.

VI. Duties and Functions of the Executive Body

The executive body will be the active decision making body of the organization. After an

election is held and an executive body is formed, the President will convene a meeting of

the current and previous executive body within thirty days and will:

1. Review the activities of the organization during the previous year. The previous

Executive Body will hand over all documents and papers related to the working of

the organization to the new Executive Body within fifteen days of the elections.

2. Review the overall finances of the organization and arrange for an audit if there is

a need. Previous executive body must work together to resolve any issues.

3. Discuss all the activities of the organization to be undertaken during the current

year.

4. Decide on a preliminary schedule of events and activities for the next year.

5. Allocate basic operating expenses to different secretaries.

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It will be the responsibility of the Executive Body, under the guidance of the President, to

convene a general body meeting within 350-390 days of the last general body meeting

and make all arrangements to hold free, fair, and impartial elections for the next year.

VII. Duties and Functions of the President

The President will act as a spokesperson for the entire organization. Other than that

he/she will have no VETO powers. In addition to the office and the President will have

to shoulder the responsibility of a secretary. Any decision concerning the entire

organization will have to be ratified by the seven secretaries of the executive body by

simple majority vote and the President will NOT act alone in such matters.

The President will be responsible for convening meetings of the Executive Body in

consultation with other secretaries and the General Secretary will make sure that minutes

of any such meetings are kept and archived. If the President cannot attend any meeting

for any reason then the General Secretary will preside over the meeting. The President

will also be responsible for maintaining paperwork of the organization. He/she will be

able to distribute the paperwork equitably among the Executive Body members.

The President will take part in resolving conflicts as laid down in Article X of this

Constitution.

VIII. Duties and Functions of the Board of Trustees

1. The members of the Board of Trustees shall appoint from among themselves a

Chairperson, Vice-chairperson, and a Secretary. The Chairperson shall preside

at all meetings. In absence of the chairperson, the Vice-president shall conduct

the meeting. The Secretary shall keep the records including a book of minutes

of all the meetings of the Board of Trustees. Every decision shall be made by

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at the majority members of the Board of Trustees. They will also make

themselves available for at least two meetings of the Executive Body and the

general body meetings.

2. The Board of Trustees shall meet at least two times a year on the date and day

agreed upon by the trustees. A special meeting requested by the BABA

executive Committee must be called within seven days.

3. The main objective of the Board of Trustees is to manage a “Reserve Fund”

for strategic purposes/projects in the Greater Silicon Valley (also known as

the Bay Area) or Bangladesh. Board of Trustees shall be involved in all matters related to any asset and/or fund; hereafter called the “Reserve Fund”. Once there are sufficient funds (no less than ten thousand dollars) in the "Reserve Fund", the Board of Trustees will invite applications for funding projects in the Bay Area or Bangladesh from the Executive Body and the general body. Board of Trustees is required to keep "Reserve Fund" balance equal or more than five thousand dollars at all times. Outgoing President of BABA Executive Committee shall inform the Board of Trustees of any “surplus” at the end of their term. Twenty percent of the “surplus” money not exceeding five hundred dollars shall be transferred to the incoming BABA Executive Committee. Another twenty percent of the “surplus” money may be spent toward purchase of some necessary asset for BABA if required. The balance of the “surplus” money shall be transferred to the “Reserve Fund”. The Board of Trustees shall have a bank account. The Chairperson and two other designated members of the Board of Trustees shall be the signatories to this account; however, any transaction shall require two out of three signatures. The Board of Trustees shall not give any loans to the BABA Executive Committee. Under special circumstances, the Board of Trustees may donate ten percent of the fund not exceeding five hundred dollars to the cause of Bangladesh e.g. natural disaster. BABA members can donate any amount of money towards this “Reserve Fund”.

4. The Board of Trustees will act as advisors to the executive body as and when needed.

5. They will try to bolster the financial resources of the organization by acquiring donations.

6. The Board of Trustees will take part in resolving conflicts as laid down in Article X of this Constitution.

IX. Duties and Functions of the Secretaries

(i) Cultural Secretary: This secretary will try to establish and foster cultural activities among the members of BABA. This will be achieved through different events throughout highlighting Bangladeshi culture and values. Cultural secretary in conjunction with Women and Children Affairs Secretary will arrange Bangla School to be held in the summer for children and youth wanting to learn Bengali.

(ii) Finance Secretary: This secretary will handle all finances of the organization. The finances may be in the shape of member contributions or donations from legally acceptable outside source. This secretary is responsible to file the tax return for BABA on time. The above paragraph should be read concurrently with Article XIV of this Constitution.

(iii) Public Relations (PR) Secretary: PR secretary will act as the PR arm of the

organization. He/She will look after the needs of the new Bangladeshis arriving in the

Bay Area, whether in search of jobs, or relocating from other areas of the U.S.A. They

will also try to increase membership of the organization when new Bengali-speaking

residents arrive in the Bay Area from among resident non-members of the Bay Area.

PR secretary will try to extend possible help in finding jobs members or non-members

(Bangladeshis) who have become unemployed. He/She will also be responsible for

sorting and rerouting of all incoming mail for the entire organization. He/She will handle

all incoming mail and reroute them to the appropriate recipient.

He/She will also handle all legal affairs of the organization. In case of any litigation,

he/she will evaluate the financial aspects of any such litigation and recommend to the

Executive Body any course of action to be taken. The Executive Body after consulting with the Board of Trustees will execute a course of action.

(iv) Social Affairs Secretary: This secretary is responsible for arranging social gatherings on religious and other festivals. Picnics/Mela will also fall under this secretary's jurisdiction. This secretary with the help of Sport Secretary will recruit volunteers for different events and activities to be held by BABA.

(v) Sports Secretary: The responsibility of this secretary will be to encourage members to participate in sporting activities. This can be achieved through regular competitive events for both men and women alike. An annual sporting event will be arranged for participation by all the members.

(vi) Publications Secretary: This secretary will publish a newsletter for the Bay Area Bengali-speaking community in English and/or Bengali. This newsletter will contain matters of community interest and concern. Under no circumstances will columns in the

newsletter be devoted to propaganda purposes of any individual, state, country, or

countries. He/She will also be responsible for the maintenance and improvement of

BABA website. He/She may also try to bring in magazines and newspapers of common

interest from Bangladesh and circulate them among interested members.

If there are sufficient funds or donations, the secretary will also arrange

scholarships to needy students in Bangladesh.

(vii) Women and Children Affairs Secretary: A female member will hold this position.

The secretary will try to foster better understanding among women members. One of the key objectives of the secretary is to undertake steps to help the children of the community:

1. Arrange Bangla school to teach language, culture and values of Bangladesh

2. Promote interactions between children and youth

3. Mediate open conversation between parents and children

4. Arrange seminar to prepare youth for High school, College and University

5. Encourage youth to guide young children

6. Motivate children and youth to have their own events and activities

7. Encourage children to participate in BABA membership drive and fund raising

8. Create environment for our youth to get involved with national and international activities.

X. Conflicts

In case of any kind of conflict between the secretaries or general body members, the Executive Body will have fifteen days to resolve it. If it cannot be resolved then it will be referred to the Board of Trustees for arbitration. The Board of Trustees will consult the Executive Body and will have thirty days to resolve it. In case it fails to satisfy all parties within a total of forty-five days then the conflict in question will be put on the agenda for the next general meeting of the organization to be resolved by a general body simple majority vote.

If under special circumstances any of the secretaries feels that there is a conflict between

members or discontentment within the Executive Body, he/she will apprise the Board of Trustees of the situation and get their help in resolving the situation. If the efforts of the Board of Trustees fail, then the issue or issues will be placed before the next general body meeting.

XI. Meetings

The President will be responsible for convening a meeting of the Executive Body at least four times a year if not more, to monitor the quarterly progress of the organization.

Individual secretaries can call for a meeting if needed and request the presence of necessary executive body members. A summary of the report will be published in the

newsletter of the organization. A meeting of the executive Body will not be valid or legal if at least four of the secretaries are not present in the meeting. For any important decisions, the secretaries can vote using written proxies if they cannot be present. The executive body is going to make minutes of the meetings available to the Board of Trustees.

The Board of Trustees is required to meet at least twice a year when they would invite the members of the Executive Body.

The Executive Body will also be responsible to convening a meeting of the

general body members at least once in one calendar year. The Executive Body will

determine the agenda of any such meeting and will try to solicit from the general

members if any additional item need have to be placed on the agenda. No general body

meeting will be legal or valid unless more than half of the general members, including

sealed, written proxies, attend. The general body members will be able to vote through

written, signed, and sealed proxies if they are unable to attend any general body meeting.

XII. Impeachment

In case of gross misconduct by any office bearer, the Executive Body and the Board of

Trustees will have the discretion of impeaching and replacing the officer. Majority of the

secretaries, and majority of the Board of Trustees must agree before impeaching any

officer. BABA members will be informed of any such action and all discussions,

correspondence and anything related must be documented and archived. A motion to bar

that particular individual to seek reelection for any future election year will be placed

before the general body. The general body will then decide by simple majority whether to

accept or reject the motion. An opportunity will be given to the individual concerned to

defend himself/herself before the general body if he/she wishes.

In case of breach of any U.S. or California State laws, the matter will be referred to the

appropriate law-enforcing agencies by the Board of Trustees for further action.

XIII. Resignations

Any office bearer can resign at any time without assigning any reason thereof. The

President can resign his/her post of President but can still function as secretary. Any general body member can withdraw from the organization at any time without assigning reason thereof.

If the Board of Trustees or any of the Executive Body member wishes to resign, he/she

must give thirty days notice in writing. Secretaries or Board of Trustees wishing to resign

will give such notices in writing to the President. In case the President wished to resign,

he/she will give the notice to the Board of Trustees and the Executive Body.

In case the President resigns, the secretaries will elect a President in accordance with

Article V (C) of this constitution within thirty days of the receipt of the notice of

resignation. The outgoing President will be able to participate in choosing a new

President if and only if, he/she is still a secretary. The outgoing President will be able to change his/her mind and continue to be President if he/she decides to do so before a new

president is elected or within fifteen days of the resignation whichever is earlier.

In case a secretary resigns, the Executive Body will try to encourage volunteers from

among the general members. Any volunteer must be ratified by at least five members of

the Executive Body. In case no volunteer is found, the responsibilities of the departing

secretary or secretaries will be taken over by one or more of the secretaries still in the

Executive Body. In any case this must be done within thirty days of the receipt of notice

of resignation from any secretary.

The outgoing secretary will not be able to take part in the voting for his/her replacement.

The outgoing secretary will be able to change his/her mind and continue to be a secretary

if he/she decides to do so within fifteen days of resignation.

In case a Board of Trustee resigns the position will stay vacant for the remainder of that

year till the next general body meeting where a new Board of Trustee will be elected in

accordance to section V(a).

XIV. Finances of the Organization

All membership fees will be collected by the finance secretary and will be allocated as

necessary and decided by the Executive committee. The finance secretary will keep a

record of all financial transactions. Summary of the records will be presented to the

general body at its annual meeting.

The modalities of banking, opening accounts, and check cashing will be decided by the

Executive Body. The operation of such accounts will, however, be the responsibility of

the finance secretary. Two signatures should be required for all checks made out for more

than one thousand dollars and the two signatories will be the President and the finance

secretary.

XV. Changes to the Constitution

The constitution will be binding on all the office bearers and members. Any proposal to

amend or change the constitution must be submitted to the Board of Trustees who in

consultation with the Executive Body decides on the merit of the proposal. If the proposal

has some merit it will be put to vote at the next general body meeting and a simple

majority of the general members must vote for the change/amendment.

In order to conduct such change/amendment, the Board of Trustees will request

for the valid BABA membership list from the Finance Secretary, and the ballot papers

will be mailed along with the voting procedure at least three weeks in advance of the next

general body meeting and can be returned by mail. A cutoff time will be set by the board of trustees and the members will be notified of this deadline along with the voting

instructions. Finally, the ballots will be open for scrutiny by the members for thirty days

after the election, and will remain with the Board of Trustees.