BY-LAWS OF UTTARAKHAND MANDAL OF AMERICA

ARTICLE I: Name

The name of this organization is UTTARAKHAND MANDAL OF AMERICA (also referred to as UMA), a non-profit organization, organized under the Laws of the State of California.

ARTICLE II: Principal Office

The principal office, for the transaction of the organization, is located in Santa Clara County, California. The Directors may change the principal office from one location to another by majority vote of the Board.

ARTICLE III: Purposes

The purpose of this organization is three-fold. Firstly, to promote the culture, heritage, language and values of the people of the state of Uttarakhand, India. Secondly, aid socio-economic development of people of Uttarakhand, India. Finally, encourage education by providing monetary support as well as access to the tools of education and learning to underprivileged people of the state of Uttarakhand, India.

ARTICLE IV: Government

Section I: The governing body of the Uttarakhand Mandal of America shall be known as the Board of Directors, hence forth also referred to as BoDs, and shall consist of such number as set by the Board of Directors.

Section II: A quorum shall consist of one more than half of the designated BoDs. In the absence of a quorum, no business shall be conducted or transacted.

Section III: The Board of Directors shall have regular meetings at times and places to be determined by the Board.

Section IV: The board will include the management committee (see article VIII). The management committee and any two other BoDs may call special meetings.

Section V: A simple majority is the only requirement to affirming the voting action of the Board of Directors. Exceptional requirements of two-thirds or unanimous voting requirements may be noted elsewhere in the by-laws.

Section VI: The Board of Directors shall act as custodians of all properties now owned or hereinafter acquired by the organization.

Section VII: The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the organization.

Article V: Directors

Section I – Term of Office: The term of each BoDs will be three years and they can continue serving on with the approval of the majority of the board members. The Board will take a decision to appoint new Board members when needed. The number of Board members will be no less than three (3) and no more than eleven (11).

Section II – Selection: Candidates for the Board of Directors may be nominated by Board members or by other association of the organization. Selections will be by majority vote of the Board.

Section III – Termination: Upon termination of a Director’s membership on the Board by resignation, expiration of term of office, or death, all right and privileges of said director shall cease. Any vacancies occurring on the Board due to any reason shall be filled for the unexpired term by the appointment by the remaining Board members within 60 days.

Five (5) consecutive absences of Board of Directors meeting without prior notification of good cause shall result in automatic termination.

Section IV – Removal from Office: No BoDs shall be removed from office during his term of office except by two-third quorum of the Board of Directors – or other than as set forth in Article V, Section III.

Section V – Duties and Powers of Board of Directors:

A. In addition to the legal requirements as stated in the Articles of Inorganization, the Board shall establish the policies through which the staff can effectively conduct daily business of the Organization.

B. The Board of Directors, which is the governing body of the Organization, is a policy-making body. Decisions of the Board are legal and binding only when made in a meeting called according to the provisions of these by-laws.

C. Directors shall adhere to and follow the guidelines of the California Nonprofit Organization Code. Each member will receive a copy of this legal status upon joining the Board.

D. The Board of Directors shall designate two authorized signatures for signing checks. One signature of the two is required on all checks and other legal documents.

ARTICLE VI: Membership

Any person, who intends to support the Purposes of Uttarakhand Mandal of America, can join it as member upon payment of stipulated membership fee or dues. The Governing body reserves the right to accept or deny membership to any person without giving any reason. Termination and removal of a member shall be executed in the same way as the termination and removal of Directors.

ARTICLE VII: Meetings

Section I: The annual meeting shall be held on a yearly basis in location as decided by the board.

Section II: Regular meetings shall be held quarterly, or as needed based on business requirements.

Section III: Seventy-two hours of prior notice shall be given for each annual or any other meeting of the Board, the President and Secretary shall arrange for delivery to each Board member the information about said meeting, containing:

a) minutes of last meeting

b) time and place of planned meeting

c) agenda for meeting

d) such supporting data and information as necessary to aid Directors in making decision about specific questions.

Section IV: Special meetings shall require a twenty-four hour notice by phone or in writing to all Board Members.

Section V: Voting Rights: Each Director shall have one vote on each question. There shall be no proxy or absentee voting though voting by telephone may be possible in special cases.

ARTICLE VIII: Officers

Section I: At the annual meeting, the Board shall elect from among its members, persons to serve as management committee:

a) President

b) Secretary

c) Treasurer

Section II: The term of office for the above shall be three (3) years.

Section III: President’s duties:

a) conduct all meetings of the Board of Directors

b) sign all legal documents of the Organization

c) serve all notices required either by law or the By-laws of the Organization

d) serve as custodian of Organization’s records

e) any other duty assigned by the management committe

Section IV: Secretary’s Duties

a) keep minutes and records of the meetings of Board of Directors

b) perform the duties of President in her/his absence

c) ensure that appropriate signatures are maintained on all official papers and documents

d) any other duty assigned by the management committe

Section V: Treasurer’s Duties

a) supervise the establishment of all bank accounts in the name of the Organization in such bank as the Board shall designate.

b) supervise the collection of all monies due to the Organization, the keeping of all fiscal accounts in an arderly manner and form the payments of all bills as received

c) provide a quartely financial statement to be presented at each Board meeting. It shall be in such a form and include such information as required in writing by the Board of Directors.

d) any other duty assigned by the management committee

Section VII: Paid Staff: Paid staff such as a business manager, office secretary, etc. may be hired as the organization grows. Until that time all organization duties will be handed

by the Management Committee or other Directors of the Board, or other members as entrusted and delegated by the Board.

Article IX: Committees

The Board may create and dissolve standing committees as the need occurs. These committees may include: Personnel, Fund Raising, Nominating, and Public Relations. Associate members of the Organization may serve on such specific committee or on other tasks designated by the Board.

Article X: Management of Finances

All the financial decisions like deciding the amount of membership fee, fund raising, and expenses on the activities of UMA shall be conducted only after approval by the Board.

The Treasurer or in his/her absence, any other member of the Management Committee, shall present to the Board’s annual meeting a budget for next year as well as detailed account of the past year. The Board shall verify all the committed and proposed expenses and approve the budget as deemed appropriate. The Board may amend, accept or reject any item(s) proposed in the budget. The Board shall ensure that all the money is being spent to meet the purposes of the organization as described in Article III.

Article XI: Amendments of the By-Laws

These by-laws may be amended by a simple majority vote of the full Board. Proposed amendments must be presented to the Board one regular meeting prior to the meeting at which they are to be acted upon.