USA

Preamble

The following Bylaws shall be subject to, and governed by, the TEXAS NON-PROFIT CORPORATION ACT and the Article of Incorporation of Organization. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the TEXAS NON PROFIT CORPORATION ACT, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1 – NAME

1.1 The legal name of the Non-Profit Organization shall be known as PUNYA FOUNDATION US, and shall herein be referred to as the “Organization.”

ARTICLE 2 – MISSION STATEMENT

2.1 Punya Foundation US is a non-profit organization established with the mission of justice through education and empowerment. The Foundation aims to empower unprivileged children through education and it works to seek justice through empowerment of vulnerable women and victimized families and their children. The Foundation operates on principals of social justice.

ARTICLE 3 – OBJECTIVES

• To contribute to self-reliance and empowerment of the vulnerable and underprivileged children through education
• To seek justice and peace through organization of adult education, empowerment and relief provision programs to victims of social injustice, destitudes, victims of trauma and violence and poor and widows
• To assist in successful integration of resettled communities through organization of cultural activities, providing psychosocial support and job-oriented training programs
• To mobilize resources and extend emergency assistance during natural disasters and calamities

ARTICLE 4: STAKEHOLDERS

4.1.1    Underprivileged and vulnerable children in the developing countries who need support to realize their education.

4.1.2    Poor and vulnerable women in the developing countries who need help to live a dignified life in their society.

• Women victims of rape, sexual abuse and gender based violence.
• Destitute, poor, women victims of domestic violence and victims of discrimination based on social, traditional and ethnic issues.
• Victims of natural disaster who are in need of emergency relief support.
• Women and elderly immigrant and refugee population in western countries who need psychological support and support based on their cultural needs to assist them in their integration process.

ARTICLE 5 – OFFICES

5.1.1 The principal office of the Organization can be located in ANY COUNTIES within the state of Texas and the official mailing address shall be 7916 Salmon Run Way, Fort Worth, Texas 76137.

5.1.2 The Organization may have other such offices, as the Board of Directors may determine or deem necessary, or as the affairs of the Organization may find a need for from time to time within the territory of United States.

ARTICLE 6– DEDICATION OF ASSETS

6.1.1 The properties and assets of the Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Organization, on dissolution or otherwise, shall inure to the benefit of any person or any member, director or officer of this Organization. On liquidation or dissolution, all remaining properties and assets of the Organization shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Internal Revenue Code.

ARTICLE 7 – BOARD OF DIRECTORS

7.1.1 General Powers and Responsibilities

The Organization shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the TEXASA STATE NON PROFIT CORPORATION ACT. The Board shall establish policies and directives governing business and programs of Organization and shall delegate to the Executive Director and Organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

7.1.2 Number and Qualifications

The Board shall have up to 9 (nine) but no fewer than 5 (five) Board of Directors. The number of Board of Directors may be increased beyond nine members or decreased to less than Five members by the affirmative vote of a majority of the incumbent Board of Directors. A Board of Director need not be a resident of the home state.    

7.1.3 Board Compensation

The Board shall receive no compensation other than reasonable expenses. However, provided the compensation structure complies with sections relating to “Contracts Involving Board of Directors and/or Officers” as stipulated under these Bylaws, and nothing in these Bylaws shall be construed to preclude any Board of Director from serving the Organization in any other capacity and receiving compensation for services rendered.

7.1.4 Board Elections

The Governance Committee shall present nomination for new and renewing Board of Directors at the Board meeting immediately preceding the beginning of the next fiscal year. Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board of Directors shall be approved by a majority of those Board of Directors at a Board meeting in which a quorum is present.

7.1.5 Term of Board

All appointments to the Board shall be for a term of three (3) year term. No person shall serve more than two (2) consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board of Director to one (1) additional year. No person shall serve more than seven (7) consecutive years.

7.1.6 Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

1. Death, resignation, or removal of any Board of Director;
2. Declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a Board of Director, or has missed three (3) consecutive meetings of the Board of Directors without notice, or a total of four (4) meetings of the Board during any one calendar year without notice;
3. An increase in the authorized number of Board of Directors; or
4. The failure of the Board of Directors, at any annual or other meeting of directors at which Board of Director(s) are to be elected, to elect the full authorized number of Board of Directors.

The Board of Directors, by way of affirmative vote of a majority of the Board of Directors then currently in office, may remove any Board of Director without cause at any regular or special meeting; provided that the Board of Director to be removed has been notified in writing in the manner set for Article 5 – Meetings, that such action would be considered at the meeting.Except as provided in this paragraph, any Board of Director may resign effective upon giving written notice to the Board Chair.

7.1.7 Resignation

Each Board member shall have the right to resign at any time upon written notice thereof to the Board Chair. The Board Chair shall then present it to the Board and the Board shall decide the notice and specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation is accepted. Unless the Board Chair is first notified, no director may resign when the Organization would then be left without a duly elected director in charge of its affairs.

Any vacancy in the Board may be filled by vote of a majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board of Director elected to fill a vacancy shall be elected for the remaining term of his or her predecessor in office.

7.1.8 Removal

A Board of Director may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a 2/3 majority of the incumbent Board of Directors.

7.1.9 Meetings

The Board’s regular meetings may be held at such time and place as such time and place as shall be determined by the Board. The Board Chair or at least five incumbent Board of Directors may call a special meeting of the Board with Seven days’ written notice provided to each Board of Director. The notice shall be served upon each Board of Director via hand delivery, regular mail, and email or by fax. The person(s) authorized to call such special meetings of the Board may also establish the place of the meeting is to be conducted, so long as it is a reasonable place in which to hold any special meeting of the Board. The meetings may be held virtually or in person.

7.1.10  The Secretary

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Board Chair shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings which shall be delivered to the organization to be placed in the minute books of the organization and a copy of which is to be delivered to each Board of Directors via either regular mail, hand delivered, emailed or faxed within seven (7) business days after close of each Board meeting.

7.1.11 Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting for the action so taken shall be signed by all Board of Directors. Such consent shall be placed in the minute book of the organization and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board of Directors’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.

7.1.12 Quorum

At each meeting of the Board of Directors or Board Committees, the presence of the lesser of (a) seven (7) members or (b) one-third (1/3) of the incumbent Board of Directors, but in no case less than 5 person, shall constitute a quorum for the transaction of business. If at any time the Board consists of even number of directors and a vote results in a tie, then the vote of the Board Chair shall be the deciding vote. The act of the majority of the Board of Directors servicing on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board of Directors present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board of Director shall be considered present at any meeting of the Board or Board Committee if during the meeting he or she is in radio or telephone communication with the other Board of Directors participating in the meeting.

7.1.13 Proxy

A Board of Director who is unable to attend a meeting of the Board or a Board Committee may vote by written proxy given to any other voting member of the Board or Committee or designated staff member who is in attendance at the meeting in question. However, a vote by proxy shall not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.

7.1.14 Attendance

An elected Board of Director who is absent from three consecutive regular meetings without notice of the Board during a fiscal year shall be encouraged to reevaluate with the Board Chair his/her commitment to the organization. The Board may deem the Board of Director, who has missed three consecutive meetings without notice such a reevaluation with the Chair to have resigned from the Board.

ARTICLE 8: OFFICERS OF THE BOARD AND DUTIES

There shall be four officers of the Board consisting of the Board Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:
8.1: Board Chair
8.1.1: The Board Chair shall schedule and preside over Board Meetings and Member’s Meetings. S/he may delegate this responsibility as s/he, may deem fit.
8.1.2 The Board Chair may appoint Advisors or Consultants, as s/he may deem fit, in consultation with the incumbent Board of Directors.
8.1.3: No person may serve for more than two consecutive full terms as the Board Chair.
8.1.4: The Past Board Chair (except the incumbent Board Chair who is ending his/her current second term) may contest for the Board Chair’s post after a full year of retirement as the Board Chair.
8.1.5: The Board Chair shall ensure planning and implementation of activities through the staff and Directors of the Board of the organization.
8.1.6: The Board, by consensus, shall appoint the Board Chair from amongst its members in the event of the resignation by the incumbent Board Chair or if he is no more able to serve in that capacity.
8.1.7: The succeeding Board Chair shall continue in office untill the natural expiration of the previous incumbents’ term. This will not undermine his/her prospects for contesting the Board Chair’s position, irrespective the number of times he/she has held such positions under similar circumstances.
8.1.8: The Board Chair attends all Board and Annual Membership meetings except for such sessions of the Board or of the Annual Membership Meeting, in which questions about his/her integrity, performance, compensation or any other issues concerning his position is under discussion/consideration.
8.1.9: The Board Chair may authorize the Executive Director to take all reasonable steps to carry out the work of the organization, to enter into contracts and agreements on behalf of the organization, as it may be necessary to advance the cause and interests of the organization.
8.1.10: The Board Chair shall be accountable to the Board of Directors.

8.2: Vice-Chair
8.2.1:  The Board shall elect the Vice-Chair with a 2/3 majority.

8.2.2: The Vice-Chair will chair committees on special subjects as designated by the Board.

8.2.3: The Chair, at his discretion, may also delegate any responsibility to the Vice-Chair as deem fit.

8.2.4: The Vice- chair will also head the Board in absences of the Chair.

8.2.5: The Vice – Chair of the Board shall be accountable to the Board of Directors.

8.3: The Secretary

8.3.1: The secretary shall be responsible for ensuring that accurate minutes of meetings are taken and recorded with date, time, location of meeting, list of those present and absent, list of items discussed, list of reports presented, text of motions presented and description of their disposition.

8.3.2: The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.

8.3.3: The secretary ensures that the records of the organization are maintained as required by law and made available when required by authorized persons. These records may include founding documents, (eg. letters patent, articles of incorporation), lists of directors, board and committee meeting minutes financial reports, and other official records.

8.3.4: The Secretary ensures that an up-to-date copy of the bylaws is available at all meetings.

8.3.5: The Secretary ensures that proper notification is given of directors’ and members’ meetings as specified in the bylaws. The Secretary manages the general correspondence of the Board of Directors except for such correspondence assigned to others.

8.3.6: The Secretary participates in Board meetings as a voting member. The Secretary provides items for the agenda as appropriate. In the absence of the Board Chair and the Vice Chair, the Secretary calls the meeting to order, presiding until a temporary Chairperson is elected. The secretary records meeting minutes as described above depending upon the bylaws and practices of the organization, the Secretary may perform these duties for Board of Directors’ meetings.

8.3.7: The Secretary may be designated by the Board of Directors and/or bylaws as one of the signing officers for certain documents. In this capacity, the Secretary may be authorized or required to sign or countersign cheques, correspondence, applications, reports, contracts or other documents on behalf of organization with additional two co-signers.

8.3.8: The Secretary may be the registered agent with respect to the laws of the jurisdiction.; the person upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the corporation are filed.

8.3.9: The Secretary is accountable to the Board of Directors

8.4: The Treasurer

8.4.1: The Treasurer shall submit a financial report at each Board meeting.

8.4.2 Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members, general members, and the public.

8.4.3 The Treasurer shall keep or cause to be kept proper books of accounts, and other financial records of the Association.

8.4.4 The Treasurer shall be guided by the Financial Guidelines of the Organization and is accountable to the Board of Directors.

8.5: Resignation and Termination:

8.5.1 Resignation from the Board must be in writing addressed to the Secretary. The Secretary then submit it to the upcoming Board Meeting. 2/3 of the Board must approve the resignation. The Board Chair shall have the ultimate authority to accept the resignation of a Board Member.

8.5.2 A Board of Director shall be removed for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board of Director, including the Board Chair, may be removed for other reasons by a 2/3 vote of the incumbent Board of Directors.

ARTICLE 9 – COMMITTEES

9.1: Committees and Sub-Committees

The Board Chair in consultation with the Board of Directors may constitute appropriate committees and sub-committees. The Board of Directors shall pass rules and regulations governing any committee and sub-committee. The Chair may appoint appropriate person to head the committees, who need not necessarily have to be the Members of the Board in consultation with the incumbent Board of Directors.

9.1.1: Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. Executive committee shall be responsible for the general affairs of the board, preparing priorities for the board, to conduct orientation sessions for new board members, to organize training sessions for the board, and to suggest new, non-board individuals for committee membership. The Advancement committee shall oversee new program development, monitor and assess existing programs, initiate and guide program evaluations, and facilitate discussions about program priorities for the organization.

9.1.2:  Finance Committee

The Treasurer is chair of the Finance Committee, which includes three other Board of Directors. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff and other Board of Directors. The Board must approve the budget, and all expenditures must be within the budget. 2/3 majority of the Board of Directors must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board outlining income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board of Directors and the public.

9.1.3: Fundraising Committee

The Fundraising Committee shall be responsible for developing and implementing a fundraising plan for the organization. All fundraising plans and communications should be approved by a simple majority of the Board.

9.1.4: Governance Committee

The Governance Committee shall be responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board’s business was conducted. In order to fulfill these responsibilities, and subject to the organization’s bylaws, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records. In addition, the Governance Committee shall be responsible for drafting and/or revising personnel policies for board approval, reviewing job descriptions, establishing a salary structure, and annually reviewing staff salaries, and reviewing the benefits package. Personnel committee shall act only on formal written grievances against the executive director or when an employee formally appeals a decision by the executive director to the board.

9.1.5 Audit Committee

The Board, at its sole discretion, shall appoint an Audit Committee, which shall otherwise govern the committee’s operations, and of which the committee may be comprised of one or more persons of which may include persons other than directors of the corporation.

The Audit Committee shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent Certified Public Accountant, and may be authorized by the Board to negotiate the auditor’s compensation.

The Audit Committee shall consult with the auditor to assure its members that the Organizations financial affairs are in order and after review shall determine whether to accept the audit.

It shall be the responsibility of the Audit Committee to ensure that the auditor’s firm adheres to the standards for auditor independence, as set forth in the latest revision of the Government Auditing Standards, which have been published by the Controller of the United States, or any standards established and published by the Attorney General of the home state.

9.1.6 The Board of Directors, by resolution adopted by a majority of the Directors, may create

one or more committees and appoint Directors or other such persons as the Board of Directors designates to serve on the committee or committees.

9.2.1 Meetings and Actions of Committees

Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 5 – Board of Directors of these bylaws, concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules not inconsistent with the provisions of these bylaws for the government of any committee.

ARTICLE 10 – STANDARD OF CARE

10.1.1 General

The Executive Director shall perform all the duties including, but not limited to, duties as a member of any committee of the Board on which the director may serve in such a manner as the director deems to be in the best interest of this Organization and with such care, including reasonable inquiry, as an ordinary prudent and reasonable person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

1. One or more officers or employees of the Organization whom the director deems to be reliable and competent in the matters presented;
2. Counsel, independent accounts or other persons as to the matters which the director deems to be within such person’s professional or expert competence; or
3. A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence.

So long as in any such case, the Board of Director act in good faith, after reasonable inquiry when the need may be indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Except as herein provided in Article 8, Conflict of Interest, any person who performs the duties of a Board of Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Board of Director, including, without limitation of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the Organization, or assets held by it, are dedicated.

10.1.2 Loans

The Organization shall not make any loan of money or property to, or guarantee the obligation of, any Board of Director or officer, unless approved by the Texas Attorney General; provided, however, that this corporation may advance money to a Board of Director or officer of the Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

10.1.3 Conflict of Interest

The purpose of the Conflict of Interest policy is to protect the Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise benefit in the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Organizations and is not intended as an exclusive statement of responsibilities.

10.1.4 Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors, who are considering the proposed transaction of arrangement.

10.1.5 Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while establishing a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

10.1.6 Addressing Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

1. Any interested individual may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented, and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
2. The Board Chair shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board shall determine whether the Organization can obtain a will with reasonable efforts to a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a 2/3 majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

10.1.7 Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s explanation and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

10.1.8 Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

1. The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

10.1.9 Annual Statements

Each Executive Committee members, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflict of interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily activities, which accomplish one or more of its tax-exempt purposes.

10.1.10 Indemnification

To the fullest extent permitted by law, this Organization shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” and including an action by or in the right of the Organization, by reason of the fact that the person is or was a person described in that in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by the Organization of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Organization for those expenses.

The Organization shall have the power to purchase and maintain insurance to the fullest extent permitted by law on behalf of any agent of the Organization, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 11 – EXECUTION OF CORPORATE INSTRUMENTS

11.1 Execution of Corporate instruments

The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Organization.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Organization, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the Organization, and other Organization instruments or documents, memberships in other Organizations, and certificates of shares of stock owned by the Organization, shall be executed, signed and/or endorsed by Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.

All checks and drafts drawn on banks or other depositories on funds to the credit of the Organization, or in special accounts of the Organization, shall be signed by such person or persons as the Boards of Directors shall authorize to do so.

11.2 Loans and Contracts

No loans or advances shall be contracted on behalf of the Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization.

ARTICLE 12 – RECORDS AND REPORTS

12.1 Maintenance and Inspection of Articles and Bylaws

The Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the director’s at all reasonable times during office hours.

12.2 Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

The Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

12.3 Maintenance and Inspection of Other Corporate Records

The Organization shall keep adequate and correct books and records of accounts, and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Organization shall turn over to his or her successor or the Chairperson or President, in good order, such Organization monies, books, records, minutes, lists, documents, contracts or other property of the Organization as have been in the custody of such officer, employee, or agent during his or her term of office.

Every Board of Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Organization and each of its subsidiary Organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

12.4 Preparation of Annual Financial Statements

The Organization shall prepare annual financial statements using accepted accounting principles. The Organization shall make these financial statements available to the Texas Attorney General and members of the public for inspection no later than 3] months after the close of the fiscal year to which the statement relate.

12.5 Reports

The Board shall ensure an annual report is to be sent to all directors within 120 days after the end of the Organizations fiscal year, and which shall contain the following information:

1. The assets and liabilities, including the trust funds, of this organization at the end of the fiscal year.
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
3. The expenses or disbursements of this Organization for both general and restricted purposes during the fiscal year.
4. The information required by Non-Profit Corporation Code concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.

The report shall be accompanied by any pertinent report or independent accountants, or, if there is no such report, the certificate of an authorized officer of the Organization that such statement were prepared without audit from the books and records of the Organization.

ARTICLE 13 – FISCAL YEAR

The fiscal year for this Organization shall begin on January and shall end on December

ARTICLE 14 – AMENDMENTS AND REVISONS

These bylaws may be adopted, amended or repealed by the vote of the 2/3 majority of the incumbent Board of Directors. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.

ARTICLE 15 –ORGANIZATION SEAL

The Board of Directors may adopt, use and alter the Organization’s seal. The seal shall be kept at the principal office of the Organization. Failure to affix the seal to any Organization instrument, however, shall not affect the validity of that instrument.

ARTICLE 16– CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Non-Profit Corporation Law as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Organization as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

Bylaws drafted and brought to implementation by;-

1. Sudar Shan Adhikari(Tx)—————President
2. Gyanu Dulal(UT)————————Vice President
3. Vidhya Pati Mishra(NC)————— Secretary
4. Tek Nath Mishra(PA) ——————Treasurer
5. Padam Rizal (PA)———————–Director for Planning & Development
6. Bhagirath Khatiwada(NH)————- Director for Fund Raising.
7. Khem Rizal (OH)———————– Director for Language & Culture
8. Sha B. Biswa( OH)——————— Director for Public Relation
9. Bhim Kri. Sapkota(UT)————– Director for Women & Children