KARNATAKA CULTURAL ASSOCIATION OF SOUTHERN CALIFORNIA, INC.: BY LAWS
Karnataka Cultural Association of Southern California, Inc. was established in 1973 in Los Angeles. KCA-SC is a non-profit organization to maintain, foster, and enhance the unique culture of people of Karnataka in this region.
On April 13th, 2019, KCA-SC members voted on 3 proposed by-law amendments. All the 3 proposals were passed by majority votes. The details of the passed proposals are given below.
By-Law Amendment committee chairman: Mohanchandra K.P.
Committee members: Dr. Kavitha Kotrappa, Murali Rajagopal, Pratibha Bhagwat and Vallisha Shastry.
Proposal 1: “Amendments prepared by the BoT that are to be voted during the General Body meeting shall be made available to members at least 15 days prior to the meeting”.
Proposal 2: “KCA-SC By-Law amendments that have been either passed or rejected by the General Body shall not be brought back to vote by the General Body at least for 4 years”.
Proposal 3: “KCA-SC members can send a maximum of two amendment proposals that have been reviewed and endorsed by at least two other paid members, to the Amendment Committee”.
THE GENERAL BODY MEETING HELD ON SATURDAY 15 APRIL 2000 AT HOOVER MIDDLE SCHOOL, LONG BEACH, CALIFORNIA
AMENDED: 7 MAY 2006, 24 April 2010, 29 April 2012, 28 April 2013, 26 April 2014, 30 April 2016, 8 April 2017, 28 April 2018 and 13 April 2019.
Section 1.0: Name: The name of the organization shall be “KARNATAKA CULTURAL ASSOCIATION of Southern California”, herein abbreviated as KCA-SC.
Section 2.0: Offices: The principal office of the KCA-SC shall be the address of one of the Board of Directors (BoD). The Association shall in no case be outside the territory of geographical Southern California.
Section 2.1: Website: The official website of KCA-SC shall be www.KCA-SC.com and the official magazine of KCA-SC shall be “Sangama”. For the purpose of communication, any correspondence through email related to the official business of KCA-SC to the members are deemed to be official mailing by the KCA-SC. The web site should contain the names of the Board of Directors (BoD), the Board of trustees (BoT) and various committees. Also the web site shall have the contact email address of the heads of BoD, BoT and various committees.
Section 3.0: Goal: The goal shall be to promote, preserve, enrich, and present various aspects of the social, cultural, and literary activities of Karnataka. Those include Arts, Music, Dance, Drama, literary, and community service activities by the Karnataka loving patrons.
Section 4.0: Objectives
Section 4.1: To conduct language, music, art, and drama classes/events; periodically arrange cultural events, community gatherings, picnics, screening of Kannada movies, recitals and concerts.
Section 4.2: To act as a forum for charitable activities.
Section 4.3: To help fellow members of the Community in the event of hardships, emergencies and serve the community in general in order to achieve the goals of the KCA-SC.
Section 5.0: Membership
Section 5.1: The membership is open to everyone interested in Karnataka culture and support KCA-SC goals and objectives, and subject to approval of the board.
Section 5.2: No Office Bearer or member of the KCA-SC shall receive remuneration or derive personal benefits using the name or the stationery of the KCA-SC.
Section 5.3: Members shall not represent the KCA-SC at other meetings, or functions without explicit approval from the Board.
Section 6.0: Board of Directors (BoD)
Section 6.1: The members of BoD shall elect amongst themselves a president. The officers of KCA-SC Board shall consist of a President, Vice-president, a Secretary and a Treasurer and/or any other appropriate title selected among nine (9) Directors herein referred to as “Board” elected by the General Body.
The Board shall be preferably from various cross sections of the membership. The Board will be the governing body of the KCA-SC. To be eligible for the position of the president, the candidate must have served at least for one year on the executive committee in the past. If no one comes forward with such qualification, the BoT may at its discretion waive the requirement based on the candidate's credentials and/or experience
Section 6.2: The term of each Director is two (2) years from the date of election. However, the term of the President, Vice-President, Secretary, and Treasurer also shall be Two (2) years or less in the Board.
Section 6.3: The President shall recommend prospective candidates Vice-President, Secretary and Treasurer and the Board shall select and confirm by simple majority vote.
Section 6.4: The Board shall have the authority to co-opt members as advisors to attend the meetings without voting rights.
Section 6.5: The president may be removed by a vote of two thirds majority of the board of directors and a two thirds majority of the board of trustees.
Section 6.6: In the event of vacancy for the position of the president for any reason, the vice-president shall assume the position of the president for the remainder of the term. The BoT shall nominate a new director to the board within thirty days.
Section 6.7: In order to promote the participation of our youth in KCA-SC activities, the board shall nominate a youth committee. Initially, the structure of the youth committee such as number of committee members, tenure shall be at the discretion of the board. The youth committee shall work under the direction of board and shall be directly responsible to the board in all its activities.
Section 7.0: Rules: The latest edition of Robert’s Rules of Order shall be authority on all questions of procedure not specifically stated in these bylaws.
Section 8.0: Duties of Officers
Section 8.1: The President shall preside over the meetings and shall have the authority to appoint an advisory committee as needed in the absence of elected office bearers. He/She shall also represent and act as the spokesperson and Executive Officer at all public forums as needed.
Section 8.2: The Vice-President shall assist the President and shall serve in the absence of the President and vote as delegated by the President
Section 8.3: The Secretary shall keep accurate minutes of all the meetings of the board of directors and maintain official and non-official records.
Section 8.4: The Treasurer shall be responsible for maintaining proper records of the funds/finance. The Treasurer shall properly and meticulously maintain the membership dues, donations and financial records up-to-date. The Treasurer shall be responsible for the timely disbursement of all bills/monies owed. The President or the Treasurer can authorize a payment up to a maximum of five hundred (500) dollars. The Board must approve payment of more than 500 dollars. All disbursements shall be executed in the form of checks, duly signed by the treasurer and/or the President of the KCA-SC. All requests for the reimbursements shall be accompanied by valid receipts/bills. Treasurer shall keep an updated list of all the Members and their addresses and upon expiration of his/her term, shall hand over these records to the new Treasurer.
Section 8.5: Accounts shall be approved by the Board and presented annually at the General Body meeting.
Section 8.6: Unless approved by the Board of trustees, KCA-SC Board of Director’s operating Bank account shall be maintained in a FDIC insured banking institution. No members of the BoD, BoT, agents, and special committee members of the association shall be personally and individually liable for the debts or obligation of the association.
Section 9.0: Elections
Section 9.1: The Board of KCA-SC shall be elected for a term of two (2) years, through ballot on the basis of highest number of votes received either by mail or in person at a general body meeting, called specifically (or as part of a function) to conduct the elections, provided a quorum is present. In order to get a quorum such election meetings can be combined with any community event provided advance notice is sent to all members. Upon request of the KCA-SC BoT, the Secretary shall send the election notice via mail or electronically to the General Membership. Any Director when elected as the President or Treasurer shall remain a Director until the term of the office is completed.
Section 9.2: In order to be eligible to contest for any office, one has to be paid member of the KCA-SC, and should be in good standing for at least one (1) year immediately prior to the call for nominations. If the required number of nominations is not received, floor nominations shall be entertained. The total number of directors on the Board shall be nine including the president. Election of the Board of directors for a term of two years shall be as follows. Five members shall be elected in even years (Example: years 2016, 2018 Etc.) and the other four members in odd years (Example: years 2015, 2017 Etc.) This is to make sure there are always directors with at least one year experience on the board. In order to accomplish the above and till this pattern is established, in addition to the nine directors elected in the year 2014, four more directors are elected in the year 2015. As an onetime exception there will be 9+4=13 (thirteen) directors serving the term 2015-2016.
When once the nine directors elected in 2014 retire in 2016 and with the addition of five new directors, the strength of nine directors will get regularized.
Section 9.3: The elections shall be conducted on a suitable day generally coinciding with the Yugaadi (beginning of lunar year in Karnataka).
Section 9.4: To be eligible to vote, a person must be either a life or a paid member, for at least 90 days prior to the date of election.
Section 10.0: Business Meetings
Section 10.1: The board shall hold at least four (4) meetings during the fiscal year to conduct the business ensuring at least one of these meetings shall be the General Body meeting. The board meetings shall be open to all members except under special circumstance. Minimum of five (5) board members shall be considered as a Quorum for Board meeting.
Section 10.1.A: Any appointed committee shall meet at least twice a year and one of the meetings shall be a joint meeting with either the BoD or BoT.
Section 10.2: For the purpose of voting on any issue, each paid member is entitled to one (1) vote only. With a family membership, husband and wife each get one (1) vote and dependent children are not eligible to vote.
Section 10.3: Any member may submit in writing, an agenda item for discussion by the board. The president shall respond to the member the decision of board within 60 days of the receipt of such an agenda.
Section 10.4: Minutes of the board meeting shall be made available to the KCA-SC members(s) on a written request.
Section 10.5: Notification of general body meeting may be sent to members through electronic communications as well as posted on KCA-SC web site at least 30 days prior to the meeting
Section 10.6: All agenda and materials presented at the general body meeting shall have the prior approval of the board.
Section 11.0: Fiscal and Administrative Procedures
Section 11.1: The current Board shall provide the account statement for the year, which will include Revenue and Expenditure statement to the General Body. The statement must be handed over to the incoming Board of Directors within thirty (30) calendar days from the last date of the fiscal year ending and shall be approved by voice vote.
Section 11.2: The Board shall be individually or jointly be the signatories for the bank Account.
Section 11.3: The fiscal year shall be considered as April 1 of the current year to March 31 of the following year for accounting purposes. For the purpose of administration the “term” of the Board of Directors shall coincide with the term of the president in order to time the transition of power and assets including but not limited to address, bank accounts, membership information, website control Etc. The term of the treasurer shall start and end at the same time as the president. For the purpose of publishing in Sangama magazine, the reporting of finances shall be as of 3/31 of the fiscal year.
Section 11.4: The amount originally intended, as a building fund shall not be utilized for any purpose unless approved 2/3 majority of the General body.
Section 11.5: The Bylaws may be amended or revised by a 2/3 majority of the General Body in attendance and shall be valid for at least one full term of the office.
Section 11.6: Only paid current annual members and life members can participate in voting and in entertaining audience on stage. Exceptions can be made for invited/guest artists.
Section 11.7: KCA-SC shall not provide monetary support to any external event or organization in excess of $1000 in a calendar year without approval from BoT. Further, a written and signed MoU should be in place in each case and made available to general members. BoT shall consider the tangible and intangible benefits to the members from the support.
Section 11.8: KCA-SC shall not lend its name to any external events or organization unless a properly signed MoU is in place and the KCA-SC name is prominently acknowledged.
Section 11.9: KCA-SC may support Karnataka and Kannada related events organized by other, Non-Profit or For-Profit, organizations, if KCA-SC were to co-host then KCA-SC shall manage the finances (cash flow and accounting) of such an event.
Section 12.0: Dues and Donations
Section 12.1: The annual membership dues are to be paid in the month of April for the succeeding year. The annual membership shall be determined each year by the Board after approval by the General Body. For the purposes of dues, family is as husband, wife, and unmarried children.
Section 12.2: The general membership dues shall at present be $50 per year. The Life membership dues shall be $750.00 for new life members starting from the beginning of fiscal year 2010-2011 and are non-refundable: Membership fees may be revised from time to time by the Board. Funds directly collected from the Life membership shall not be used for general expenses. However, the earnings generated from the Life membership may be used for general expenses.
Section 12.3: Membership is recognized after the payment of appropriate dues in full. A receipt to this effect shall be issued by one of the Board of Directors to all members.
Section 12.4: An individual or a family joining the KCA-SC at any time during the fiscal year shall pay the set membership fee in full.
Section 13.0: Quorum: Quorum for business of KCA-SC shall consist of twenty-five (25) percent of the paid membership
Section 14.0: Revision/Amendments
A. Bylaws may be amended, altered, repealed or restated by a vote of two thirds majority of the general body in attendance and shall be valid at least one full term of the office.
B. No amendment shall be made to the bylaws which would cause the association to cease to qualify as a tax exempt under section 501(c) (3) of the internal revenue code of 1986 or the corresponding section of any future federal tax code.
C. No amendments shall be made that affect the voting rights of the paid annual members and life members of the association.
D. No amendment shall violate the local, state and national laws.
E. Minor technical or typographical corrections can be made with the unanimous vote of the board of trustees.
F. BOT with a majority vote of the trustees and members of BoD shall have the authority to incorporate the amendments passed by the general body to the existing bylaws and modify the existing bylaws to remove any conflicts with the new amendments.
G. The bylaws so modified shall be posted on KCA-SC website within 60 days.
H. Amendments prepared by the BoT that are to be voted during the General Body meeting shall be made available to members at least 15 days prior to the meeting.
I. KCA-SC By-Law amendments that have been either passed or rejected by the General Body shall not be brought back to vote by the General Body at least for 4 years.
Section 14.1: Amendments or Revision to the bylaws must be submitted in writing at least 30 days prior to General Body meeting in order to qualify for consideration. All amendments are to be voted on at the meeting.
Section 14.2: The KCA-SC BoT shall solicit proposals in writing from the membership for revision to the By-law. After careful review of all proposals, the KCA-SC BoT shall present amendments for voting at the general body meeting. All decisions of the KCA-SC BoT shall be final. Any rejected proposals may be brought for reconsideration at the General Body meeting with the support of at least 33% of the members present. Such an amendment shall be voted by the General body as per Article XI, Section 11.5.
Section 14.3: Amendments prepared by the BoT that are to be voted during the General Body meeting shall be made available to members at least 15 days prior to the meeting.
Section 14.4: KCA-SC By-Law amendments that have been either passed or rejected by the General Body shall not be brought back to vote by the General Body at least for 4 years.
Section 15.0: Ethics and Morals
Section 15.1: Every member shall uphold the high standards of moral and ethical conduct, which, among others, shall ban the usage of any slanderous and/or derogatory language or any other action(s) which will bring disrepute to KCA-SC.
Section 15.2: The KCA-SC shall not discriminate against caste, creed, religious affiliation, age or sex.
Section 15.3: Any member proven in violation of Sections 15.1 and 15.2 shall forfeit their membership and their privileges.
Section 15.4: All KCA-SC documents including but not limited to the minutes of the meeting, correspondence are confidential unless posted on the KCA-SC web site. Use or dissemination of such confidential documents require prior written approval from the board.
Section 16.0: Special General Body Meeting
Section 16.1: A special general body meeting may be called only by a member with at least 90 days of valid membership by submitting a petition signed by at least one third of the members who have at least 90 days of valid membership to the secretary of the board.
Section 16.2: The purpose for calling such a special general body meeting shall be clearly explained in the petition.
Section 16.3: The board shall notify the members and convene the special general body meeting within 45 days from the receipt of the petition.
Section 16.4: The quorum for special general body meeting shall be at least 25% of the membership
Section 16.5: Any proposal/s approved by a two-thirds majority of members present at the general body shall be binding.
Section 17.0: KCA-SC Building committee
Section 17.1: The KCA-SC building committee shall consist of 8 members with one person representing the KCA-SC board which shall be a rotating membership as the board changes from time to time. This first committee that has been formed shall have an initial term of three years. At the end of three years the KCA-SC Board shall reappoint the committee for another term or change the members of the committee.
Section 17.2: The signatories for the operation of the building fund, reserve fund and life membership bank and investment accounts shall be the chairman of the board of trustees and the treasurer of KCA-SC. Every check shall be signed by both signatories.
Section 17.3: Every KCA-SC Board at the end of their two year term shall keep at least $5000.00 (Five Thousand Dollars) in an operating fund for the incoming Board. Amount in excess of $5000 from the operating fund shall be transferred to KCA-SC Building fund after accounting for up to and including the last function of their term.
Section 17.3a: Amount in excess of $5000 from the operating fund shall be transferred to KCA-SC Entertainment fund after accounting for up to and including the last function of their term. Entertainment program fund is maintained as a separate account and managed by BoT. If the KCA-SC 50-year anniversary or any big entertainment program is not conducted, money from the Entertainment Fund shall be transferred to the Building fund at the discretion of BoT. KCA-SC Board will make a request to BoT for any entertainment fund required with the purpose of the utilization. The KCA-SC BoT will authorize the Treasurer to transfer funds from Entertainment Funds to the general KCA-SC operating account, if BoT feels it is necessary. The KCA-SC Board may not transfer funds from the Entertainment Accounts without authorization from the KCA BoT. This will come in to effect from year 2016.
Section 17.4: The money collected by the Building Committee as well the money transferred by the KCA-SC Board to the Building Fund shall always be invested in FDIC Insured Securities or in U.S. Government backed Funds.
Section 18.0: KCA-SC Board of Trustees (BoT)
Section 18.1 KCA-SC BoT: Structure
a) Composition: The KCA-SC BoT will consist of a total of 5 members, 1 of whom will be nominated by the incumbent KCA-SC Executive board, 1 position will be filled by the
immediate past president of KCA-SC and remaining 3 positions will be elected by KCA-SC members during the annual general body meeting (see 1b below). If the immediate past president of KCA is unable to serve, the immediate Past-Vice President will be a member of the Board of Trustees. Current Directors are not eligible to be a Trustee. The 5 members will elect a Chairperson and a Vice-Chairperson among themselves under the direction of immediate past president (see 1d below). If a Trustee leaves during the term (see 1b below), the incumbent KCA-SC Executive Board will nominate a new Trustee to complete the term of the vacating Trustee.
b) The term of the BoT will be for 2 years. The BoT will be reconstituted once every 2 years during a General Body Meeting held one year after the formation of the Board of Directors’ executive committee. There is no limit on the number of terms a member can be a Trustee.
c) Eligibility: to be eligible to be a member of the BoT, person must have been a member of KCA-SC for at least 5 years. The person should be an influential member of the community, have had organizational experience, should have served in the executive committee or a committee appointed by the Board of Directors of KCA-SC and be committed to the welfare of KCA-SC.
d) Election of Members of BoT: The President of KCA-SC shall conduct the election of the members of BoT as per the BoT By-Laws, including receiving nominations, determining the eligibility, conducting the elections, counting the votes and declaring the winners. If enough number of nominations are not received, KCA-SC Executive board shall have the authority to solicit and persuade members to fill the vacant positions by way of nominations.
Section 18.2 KCA-SC BoT: Powers and Duties
A. The KCA-SC BoT shall meet at least 2 times per year. Such meetings may be held separately or combined with the executive committee meetings. The quorum for such
meetings of the KCA-SC BoT shall be 2/3 of its members. The Chairperson shall not vote unless there is a tie.
B. The KCA-SC BoT shall coordinate the amendments to the KCA-SC constitution and By-Laws including call for the amendments, screening the proposals for the constitutionality, for language, conflicts with the existing ones and to reject the unsuitable proposals. BoT shall reserve the right to modify, reject or accept the proposal before being sent to the general body for voting.
C. Conduct election of KCA-SC directors: The Chairperson of KCA-SC BoT or the person nominated by the Chairperson) shall conduct the election of the Directors of KCA-SC as per the KCA-SC By-Laws, including receiving nominations, determining the eligibility, conducting the elections, counting the votes and declaring the winners. If enough number of nominations are not received, BoT shall solicit and persuade suitable members to fill the vacant positions.
D. Facilitate the election of KCA-SC President: Within 30 days of the formation of the new Directors of KCA, the KCA-SC BoT shall facilitate the election of the President of KCASC as per the KCA-SC By-Laws. The Chairman of the KCA-SC BoT shall administer the Oath of Office to the Directors and conduct an orientation session for the new Directors.
E. Oversee the transfer of assets: The KCA-SC BoT shall coordinate and oversee the transfer of assets (physical assets such as sound system, cookware, etc, bank accounts, and records) to the new Board of Directors.
F. Transfer of funds from the Reserve Funds Accounts to general operations account: The KCA-SC BoT will authorize the Treasurer to transfer funds from Reserve Funds to the general KCA-SC operating account if needed. The KCA-SC Board may not transfer funds from the Reserve Accounts without authorization from the KCA-SC BoT.
G. Oversee of Funds
The KCA-SC Board of trustees shall oversee the Reserve Fund, KCA-SC Youth Award Fund, KCA-SC life membership fund, Building Fund and Entertainment Fund to ensure that the funds are maintained and invested in conservative options that offer competitive returns.
H. Review of IRS Financial Statements: The KCA-SC BoT will review the Annual Financial Report (Jan 1. to Dec. 31) including revenue and expenses, address any
questions/discrepancies, and approve it prior to submission to the IRS. The KCA-SC Treasurer must make the Annual Financial (Jan. 1 to Dec. 31) Report available to the
KCA-SC BoT at least 30 days prior to the Annual General Body Meeting.
I. Address any complaints brought forth by members: The KCA-SC BoT will address, investigate and shall mediate and/or take disciplinary actions as per the By-laws of KCA-SC.
J. Address issues of Compliance of Non-Profit status & KCA-SC By-Laws: The KCA-SC BoT will address matters brought forth that relate to the compliance of the non-profit
status of KCA-SC or violations of the KCA-SC By-Laws.
K. Chairperson of the BoT or a member of the BoT designated by the chairperson shall have the right to attend any of the executive BOD meetings without any voting rights in such meetings. The Secretary of the Executive Board shall inform the Chairperson of the BoT whenever such BoD meetings are scheduled.
L. Communications from the BoT to the general membership shall be facilitated by the KCA-SC Secretary.