Malayalee Association of Greater Houston

By Laws

CONSTITUTION OF THE

MALAYALEE ASSOCIATION OF GREATER HOUSTON

ARTICLE I NAME AND OBJECTIVE

Section 1 – 1

Name of the organization shall be “The Malayalee Association of Greater Houston” here in after referred to as “Association”

Section 1 – 2

Association shall be non-profit, non-political and secular.

Section 1 – 3

The location of activities shall mainly be Harris and Fort Bend counties and surrounding areas.

Section 1 – 4

The objective of Association shall be:

a) To promote the cultural, educational, social, economic and community

welfare of the people of Kerala(India) origin, spouses and their descendants.

b) To represent the interest of Kerala or Malayalee community wherever and whenever required.

c) To preserve and popularize Kerala culture and heritage.

d) To foster friendship and understanding between the Keralites and others.

ARTICLE I I MEMBERSHIP

Section 2 – 1

Any persons of Kerala origin, spouse or descendant age 18 and above subscribing to the constitution and interest of the Association shall be eligible.

There shall be four categories of membership in the Association

Regular members
Life members
Patron members
Honorary members

Section 2 – 2

The above categories of membership defined as follows:

Regular members – A person who pays the annual dues for self or self and spouse, decided by the executive committee from time to time.
Life members – A person who pays one time fee for self or self and spouse, decided by the executive committee from time to time.
Patron members – A person who pays a one time fee for self or self and spouse, decided by the executive committee from time to time. The Patrons have the privilege to have two reserved seat for all the programs and functions conducted by the Association for a life time
Honorary members – Any person who has rendered conspicuous and outstanding services to the Kerala community may be elected to Honorary membership by the executive committee. Honorary member shall be exempt from all the dues, but shall be entitled to all privileges of membership except the right to hold office and vote. To confer an Honorary membership, executive committee members must unanimously agree.

Section 2 – 3

Membership fee collected from Life members / Patron members shall be deposited in a fixed deposit account. This amount shall not be withdrawn or used any purpose whatsoever unless otherwise the consent of two third majority of life members / patron members in writing , duly notarized is obtained, the interest earned shall be transferred to the regular checking account from time to time and shall be utilized for the day to day operations of the Association.

ARTICLE I I I BOARD OF DIRECTORS

Section 3 – 1

The activities of the Association shall be managed by the board of directors, headed by the President, elected by the board of directors. The board of directors shall function as the Executive Committee of the Association during their term of office. The boar of directors shall elect the President, Vice President, Secretary, Joint Secretary, Treasurer and Joint Treasurer during the first official meeting of the board of directors following their election. Board of directors shall not be entitled to any financial remuneration from the Association for their services.

Section 3 – 2

The Board of Directors elected by the general body shall constitute the executive committee, consisting of President, Vice President, Secretary, Treasurer, and five additional member directors. Term of office of the executive committee shall be one year. President, Secretary and Treasurer shall not hold the same office for two consecutive terms.

DUTIES OF THE EXECUTIVE OFFICERS

President: Shall be the chief executive officer elected by the board directors. He/she shall be the ex officio member of all committees shall see that orders and resolution of the board of directors/executive committee are carried out and shall have all powers and duties usually vested in the office of the President.

Vice President: Shall act in the place of President in the absence or inability of the President He/she shall perform such duties as may assigned to him/her by the President and Executive Committee. The President shall be responsible for assuring that the Vice President is kept informed of all matters and is actively involved therein to the extent that if necessary, the person can act instead of the president.

Secretary: Shall attend all meeting of the executive committee of the executive committee. He/she shall have custody of and maintenance of all records and minutes of all proceedings in a book to be kept for that purpose. He/she shall give notice of all meeting of the Executive Committee. The secretary shall perform such other duties as may be required for the efficient functioning of the Association

Joint Secretary: Shall act in the place of the Secretary in the absence or inability of the Secretary. He/she shall also assume such other duties as may be assigned to him/her by the Executive Committee.

Treasurer: Shall have general supervision over funds of the Association and see that full and accurate accounts of receipts and disbursements are maintained. He/she shall kept a record of all funds of the Association, depositing the funds of the Association, in a bank designated by the Executive Committee, be a permanent signatory to all the checks along with the president and / or Secretary as may be decided by the Executive Committee from time to time. He/she shall be responsible for all financial reports for the Executive Committee and an annual financial reports to be submitted to the General Body.

Joint Treasurer: Shall assist the Treasurer and perform such other duties as assigned to him/her by the Executive Committee.

ARTICLE I V SUB COMMITTEES

Section 4 – 1

The Board of Directors shall form as many Sub Committees as required in the judgment to effectively carry out the functions of the Association.

Section 4 – 2

The chair person of the sub committee shall be a member of the Board of Directors.

Section 4 – 3

The President and the Secretary or in their absence the Vice President and Joint Secretary shall be ex officio members of each Sub Committee.

Section 4 – 4

The Sub Committee shall be directly to the Board of Directors for all its actions.

Section 4 – 5

The chair person of the sub committee shall convene and conduct its meeting as and when required.

Section 4 – 6

The sub committee shall may co opt members from the community on the basis of their social standing, community service or expertise in a given field of activity.

ARTICLE V AFFILIATED ASSOCIATIONS

Section 5 – 1

The Board of Directors may provide for formal affiliation of related autonomous associations with similar aims, objectives and purposes as that of the Association

Section 5 – 2

The affirmative vote of the majority of Board of Directors shall constitute a decision.

ARTICLE V I OFFICIAL YEAR

The official year of the Association shall be from January 1^st to December 31^st of each year.

ARTICLE V I I AMENDMENTS

Section 7 – 1

The constitution may be amended or replaced by the General Body at any meeting thereof provided that written notice of the proposed amendment has been mailed to all members no later than 30 days prior to such meeting.

Section 7 – 2

An affirmative vote of two third members present and voting at such General Body meeting described in section 7-1 shall constitute an accordance of the proposed amendments.

ARTICLE V I I I ELECTIONS, APPOINTMENTS, REMOVAL

Section 8 – 1

The Board of Directors shall appoint an Election Commissioner or an Election Committee to conduct an election to the Board of Directors of the Association. The decision of the Election Commissioner or the Election Committee shall be final and binding to all members of the Association in all matters concerning nominations, withdrawals, conduct of elections and grievances.

Section 8 – 2

A call for nominations shall be mailed out to all members of the Association at least four weeks prior to the election date, giving at least two weeks to send in the nominations.

Section 8 – 3

Any member of the Association may nominate candidate for the Board of Directors and another member may second the nomination.

Section 8 – 4

In order to be qualified to be member of the Board of Directors, for the new applicants, he/she must have been a member of the Association at least ninety days prior to the election. Only member per Article II, Section 2-1 a, b and c who have paid their membership dues with in the official year preceding the election are eligible to vote.

Section 8 – 5

In order for his/her name to be placed on the official ballot, each nominee must express his/her acceptance and be familiar with the constitution of the Association and pledge to abide by it.

Section 8 – 6

The election shall be held on or before fifteenth of December after having given written notice to all members of the Association.

Section 8 – 7

The election shall be held by acclamation if unanimous or secret ballot if contested. The term of office shall be one year.

Section 8 – 8

In case the election is held by ballot:

a) The candidate receiving the highest number of votes shall be declared winner of the first director position to be filled. The candidate with next highest number of votes shall be declared winner of the second director position and so on until each one of the directors position have been filled in this manner, provide however that:

If two or more persons tie and at least that many positions are to

be filled then each will take a position.

If two or more persons tie and fever than that many positions are to be filled then the winner shall be chosen by drawing of lots.

Section 8 – 9

If at least eleven nominations are not received by the Election Commissioner or Committee, nominations may be accepted day of election. If any position is again vacant the newly elected members of the Board shall fill the vacancy through appointment.

Section 8 – 10

By an affirmative vote of two third majority of Directors, a director shall be removed from office if:

a) A director fail to attend three or more consecutive board meetings

despite notifications of such meetings, without providing acceptable

reasons.

b) A director who has been found misusing his/her authority by

Commingling of Association funds or working against the interest of the Association or showing repetitious misconduct by being argumentative or abusive towards other board members.

Such removals shall be notified with in two weeks to all members of the Board of Directors.

Section 8 – 11

Any vacancy occurring in the Board of Directors shall be filled by the Boar members. Such appointment shall be for the remaining term of that Director.

ARTICLE I X MEETINGS AND QUORUM

Section 9 – 1

A meeting of the General Body of the Association shall be held at least once a year. Special meeting of the General Body may be called any time by the Board of Directors. Notice of the General Body meetings shall be mailed out no less than two weeks prior to the meeting.

Section 9 – 2

Meeting of the Board of Directors shall be held as often as necessary. At least one meeting must be held each month.

Section 9 – 3

The Secretary in consultation with the President may schedule the date, time, place and agenda of the meetings of the Board and notify all the members at least one week prior to the meeting.

Section 9 – 4

For General Body meetings one third of the voting membership shall constitute a quorum. If a quorum is not present the members shall have the power to adjourn the meeting. An adjourned meeting due to lack of quorum can be held as a carry over meeting after half an hour. The members present in that carry over meeting shall constitute a quorum.

ARTICLE X FINANCE AND BUDGET CONTROL

Section 10 – 1

Authorization by the Board of Directors of the budget for a stated fiscal year period shall be necessary for effecting approved expenditures, purchases and other financial obligations.

Section 10 – 2

Subject to Section 10-1 above, Treasurer or President can authorize expenditure up to one hundred dollars. Any amount above one hundred dollars shall have the prior approval of the Board of Directors.

Section 10 – 3

Subject to Section 10-1 and 10-2, all Association checks must have two signatures. One must be that of the Treasurer and the other either the President or Secretary.

ARTICLE X I BOOKS, RECORDS AND AUDITING

Section 11 – 1

The records of Association shall consists of its constitution and amendments thereto, minutes of all meetings, register of membership, financial documents, inventories and such other records as shall be designated from time to time by the Board of Directors.

Section 11 – 2

The records shall be maintained in English and shall be remain in the custody of the Secretary.

Section 11 – 3

All records shall be open to any member of the Association subject to appointment of a reasonable time and place for examination.

Section 11 – 4

All records, assets and liabilities, cash and bank accounts of the Association shall be handed over to the new Board of Directors with five business days after transfer of charge.

Section 11 – 5

The outgoing Executive Committee shall arrange the audit of books of accounts of the Association before transfer of charge.

ARTICLE X I I DISSOLUTION

In the event of dissolution of the Association, the Association shall after paying or providing for payment of all liabilities and deposits of members, dispose all the assets in accordance with the provisions of applicable law.

ARTICLE XIII AUDIT

A certified Public Accountant appointed by the Board of Directors shall conduct an audit of the Financial Statement for each of its fiscal year.

ARTICLE XIV

Unless otherwise herein approved, Robert’s Rule of Order of Parliamentary Procedures shall be the authority relied upon to govern the procedures of meeting held by the General Body, Board of Directors or any other committees established by or pertinent to this Constitution.

This Constitution was adopted by the General Body of Malayalee Association of Greater Houston on Sunday November 6, 1993.

The undersigned signatories have reviewed this Constitution and hereby attest to the accuracy of this document.

1 Raghavapanicker. Sugunan/ President _________________________________________________

2. Mathew V. Mathai/ Secretary _______________________________________________________

3. Devaraj N. Kurup/ Treasurer _________________________________________________________

4. Joshua George/ General Body Representative ___________________________________________

Amendments to the existing Constitution of MAGH approved by the General Body on

Nov. 20, 2005

Article III

The term of Board of Directors shall be one year. The number of the Board of Directors shall be fifteen (15) elected members. The Board of Directors shall constitute the President, Vice President, Secretary, and Treasurer, Joint Secretary, Joint Treasurer and regular directors. Out of the fifteen directors, the President shall be directly elected by the Annual General Body Meeting. The candidates for the positions of the President, secretary, and treasurer must have worked as members of the Board of Directors for at least one year previously. In the event of unavailability of such directors, other elected directors may be considered for the positions. The elected board members during their first meeting shall select all other office bearers other than the President.

To be eligible for becoming a member of the Board of Directors, the member shall have an active paid membership in the Association for a minimum period of one year immediately preceding the nomination date.

At least two (2) positions in the Board of Directors shall be open for women candidates and one (1) position for youth coordinator. In the absence of such candidates, those positions shall be filled by the remaining candidates according to their majority vote.

Article IV

Sub Committees

Sections 4 - 3 deleted.

Article V

Affiliated Associations

The delegates for FOKANA or any other similar organization shall constitute the current President, Secretary, Treasurer, the immediate former President, and four (4) other elected members from the Board shall nominate four members from the Patron/Life Members’ pool. In order to be eligible for these appointed positions, the nominee shall be a former Director Board member or a Patron/Life Member of MAGH for at least one year.

Article VIII

Elections, Appointments, Removal

Section 8 - 4 deleted. New wording shall read as follows:

Section 8 - 4

In order to be eligible to become a member of the Board of Directors, a member shall have an active paid membership in the Association for a minimum period of one (1) year immediately preceding the election.

In order to vote in the elections, a member shall have an active paid membership in the Association as of September 1st of every year.

Addition of a New Article:

Disposal and procurement of real estate property.

In order to sell or buy real estate property for the Association, an affirmative vote of two – third members present in a duly convened General Body Meeting is required, provided that the number should not be less than twenty (20) percent of the general membership. Board of Directors are responsible for informing all current members by mail, for a minimum period of thirty (30) days immediately prior to such general body meeting, of the proposed meeting schedule and the specific proposal pertaining to the real property transactions.

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MAGH