MINNESOTA AREA TELANGANA ASSOCIATION
NAME OF ORGANIZATION
The Name of the organization is The Minnesota Area Telangana Association. Hereinafter it shall be known as MATA.
ARTICLE II PURPOSES
The purposes of MATA are to:
- Preserve and promote Telangana history, culture and tranditions
- Build a strong Telangana NRI Community in and around the Minneapolis area, and provide a platform for developmental/charity activities to benefit Telanga
- To invite distinguished artists, poets, scholars and Statesmen for seminars, discussions and organize various events related to Telangana
- Create a platform to educate and raise awareness of the issues concerning the Telangana region
- Foster friendship and understanding between people of Telangana origin and others in America and elsewhere
- Collect funds/donations for cultural, educational, and charitable purposes either directly or in cooperation with other not-for-profit organizations in USA and abroad for the purpose of serving both the Telangana community and the community at large as specified in section 501(3) C of Internal Revenue Service code.
ARTICLE III LOCATION
The principal office of MATA, at which the general business of the organization will be transacted and where the records of the organization will be kept, shall be at such location in the metropolitan area of Minneapolis-St. Paul, State of Minnesota, as may be fixed from time to time by the Board of Directors of MATA.
Current postal address of MATA:
PO BOX 44083
ARTICLE IV MEMBERSHIP
Section 1. Types of Membership. The Board shall have the authority to establish and define multiple categories of membership, if desired.
Section 2. Eligibility for Membership. Application for non-voting membership shall be
Open to any person, aged eighteen (18) years of age and older, with an interest in Telangana cultural heritage that supports the mission and purpose of MATA. Non-voting membership shall be granted after completion and approval of a membership application as well as payment of annual dues/fees/ assessments.
Section 3. Annual Dues/Fees/ Assessments. The Board of Directors shall determine the annual dues and all other fees and/or assessments owed by members, and these
dues/fees/assessments may be changed from time to time. The Board of Directors shall publish the costs of the dues/fees/assessments on an annual basis to all members and prospective
members. “Good standing” and continued voting membership is contingent upon being current on payment of dues/fees/assessments. Failure to pay dues/fees/assessments shall subject members to removal unless special arrangements are made with the Board.
Section 4. Rights of Members. Non-voting members shall receive all member benefits and are welcome to attend MATA meetings but shall have no voting rights. Additional benefits of membership shall include:
A Recognition in MATA publications;
- Members-only announcements and MATA events. This includes, but is not limited to:
- Cultural programs (i.e., festival celebrations, artist programs, cultural competitions, etc.)
- Social events (i.e., summer picnic, sports events/competitions, etc.)
- Charitable events (i.e., volunteering to help the needy within the community,
collecting donations/goods, etc.)
- Community events (i.e., events in collaboration with other entities/organizations)
- Educational events (i.e., seminars, classes, workshops, etc.)
- Other such benefits as the Board of Directors may determine from time to time.
No member shall be responsible for any financial obligation of the MATA
Section 5. Membership Duration. Once registered as a annual member of MATA, Membership shall continue (so long as he/she is in “good standing”) from January 1 of one of the year until December 31 of the same year, or as determined by resolution of the Board.
Life time membership is for lifetime of the members (so long as he/she is in “good standing”) or until MATA ceases to exist. Life time membership fee needs to be paid to become eligible for Lifetime membership in addition to all the eligibility rules of the annual member.
Membership in MATA shall not be assigned nor transferred in any manner.
Section 6 Resignation and Suspension, Expulsion, and Sanctions. All rights, privileges, and benefits of membership shall cease for a member upon any of the following:
- Voluntary resignation by the member with the MATA (thirty (30) days’ notice is required.
- Death of the member;
- Expiration of the membership duration;
- Failure of the member to pay dues/fees/assessments in a timely manner;
- Expulsion, suspension, and/or sanctions may be imposed upon a member for “good cause shown” by a two-thirds (2/3) vote of the Board of Directors. Any member being terminated must be given reasonable notice and the opportunity for a hearing, if requested by the member in writing.
“Good cause shown” may include acts detrimental to the Board and its work on behalf of the organization and/or acts detrimental to the MATA and its mission. This could include violation of MATA’s Articles, Bylaws, Code of Conduct, Policies & procedures, other rules, state/federal laws, misappropriation of MATA assets, or actions/omissions in contravention to the mission and values of MATA.
- Dissolution of the MATA.
The expulsion, suspension, or termination of a member does not relieve the member from obligations the member may have to MATA for dues/fees/assessments, or for charges for goods or services.
Section 7 Reinstatement of Membership. Former members of MATA whose termination occurred, and who, during such absence, have maintained positive and active support of MATA’s purposes, shall be permitted to seek reinstated membership. The terminated member must submit an application to the Board of Directors. MATA may reinstate the terminated membership by approval of a majority of the Board of Directors.
BOARD OF DIRECTORS GOVERNING BOARD
Section 1. Number and Qualifications. MATA’s Board of Directors shall be composed of not less than three (3) nor more than Seventeen (17) people, who are broadly representative of the community interests, possess applicable professional experience, or who have an expressed interest for the cultural, educational and charitable purposes of MATA. In order to qualify to be Director of MATA, a candidate must have served at least one (1) year as an extended board member.
Section 2. Governing Powers. Pursuant to the Minnesota Nonprofit MATA Act, Chapter 317 A et seq. of the Minnesota Statutes, The Board of Directors shall have all the duties and powers necessary and appropriate for the overall direction of MATA, including but not limited to:
- To perform any and all duties imposed upon them collectively or individually by law, by the Articles of MATA, the Bylaws, and/or the Handbook;
- To manage and oversee the affairs and activities of MATA, and to make policies , procedures and code of conduct;
- To enter into contracts, leases, and other agreements which are, in the judgment of the Board of Directors, necessary or desirable in obtaining the purposes of promoting the interests of MATA;
- To follow these Bylaws, including meeting regularly; and
- To register their addresses with the General Secretary of the MATA, and have MATA notices sent to them at such addresses. MATA notices shall be valid so long as they are sent within the proper legal time frame.
The Board of Directors may engage in such acts that are in the best interests of MATA and that are not in violation of Minnesota Statutes, specifically, Chapters 309, 317A, 501B, and federal law. No Director shall have any right, title, or interest in or to any property of MATA. There shall be no cumulative voting among Directors.
Section 3. Terms. All Directors shall serve a One (1)-year term beginning on January 1 and ending on December 31 or from the date of their appointment to 31st December of the year. Directors may serve on the board for a maximum term of 4-years only, unless they move to officer positions.
Section 4. Election Procedures. Any person interested in becoming a Director of MATA shall submit a written and signed notice of interest to the General Secretary. An existing Director can also nominate a candidate by submitting his/her interest to the General Secretary. Each submitted notice shall be considered by the Board of Directors and vetted within a reasonable time. Existing Directors shall vote to approve or disapprove potential candidates at the annual meeting (or at a regular or special meeting if the number of existing Directors falls below 3 or an existing Director resigns). A majority vote of existing Directors is needed for a candidate to become a Director of MATA.
Section 5 : Resignation, Termination, Leaves, and Absences.
A Director may resign or request a leave of absence at any time by giving written notice to the General Secretary of MATA. The resignation or request for leave of absence is effective immediately without acceptance, unless a later effective time is specified in the notice. If a resignation is effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor shall not take office until the effective date.
- A Director on leave shall be considered an inactive member of the Board of Directors.
- Any Director may be removed for just cause, including excess unexcused absences (consecutive 3 board meetings without valid reasons), by an affirmative vote of a two-thirds (2/3) of the remaining Directors.
- The matter of removal may be acted upon at any meeting of the Board or any membership meeting, provided that notice of the intention to consider a Director’s removal has been given to each Director and to the Director affected at least fifteen (15) days in advance of the meeting. A successive Director may then be elected to fill the vacancy thus created. Any Director whose removal will be proposed shall be given at least fifteen (15) days’ notice of the intent to take such action and an opportunity to be heard at this meeting.
Section 6. Vacancies. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining Directors. When a vacancy on the Board exists mid-term, the General Secretary must receive nominations for new candidates from present Directors at least ten (10) days in advance of the Board meeting. These nominations shall be sent out to Directors with the regular Board meeting announcement, to be voted upon at the next Board meeting.
Section 7. Compensation. No compensation shall be paid to Directors of MATA for their services, time, and efforts.
Section 8. Annual Meeting. An annual meeting shall take place before Dasara festival (in the month of August or September), the specific date, time, and location of which will be designated by the President of the Board. If the President fails to select a place for the annual meeting, it shall be held at MATA’s registered office or as agreed by the board of directors. The annual meeting shall be held for the purpose of electing the Board of Directors and the Officers of MATA, as well as the consideration of any other business that may be properly brought before the Board. This shall include, but not be limited to, Board reports regarding MATA activities and financial position; authorization of the annual information return for submission to the IRS; approval of policy/procedures, Articles, and Bylaws changes; and input toward the direction of the MATA for the coming year. Annual meetings may occur through remote communication pursuant to Section 317 A.231 of the Minnesota Statutes, if desired.
Section 9. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. If the Board fails to select a place for a regular Board meeting, it shall be held at MATA’s registered office. The Board of Directors shall meet at least quarterly, or (4) times each year. Regular meetings may occur through remote communication pursuant to Section 317 A.231 of the Minnesota Statutes, if desired. The agenda shall be:
- Roll Call
- Approval of Agenda of current meeting
- Reports of Officers
- Reports of Committees
- New Business
Section 10. Special Meetings. The General Secretary of MATA shall call a special meeting upon the written request of either the President or one-third (1/3) of the Board. If the Board fails to select a place for the special Board meeting, it shall be held at MATA’s registered office. Special meetings may occur through remote communication pursuant to Section 317 A.231 of the Minnesota Statutes, if desired.
Section 11 Notice. Written notice, including the date, time, and place of the meeting, shall be provided to each Director at least five (5) calendar days in advance of the meeting. Notice shall not be provided more than Thirty (30) calendar days in advance of the meeting. This notice shall be given personally, by mail, e-mail, telephone, or facsimile.
Section 12. Quorum. At all meetings of the Board of Directors, fifty-one percent (51 %) or greater of active Directors shall constitute a quorum for the transaction of all authorized business. If fifty-one percent ( 51 % ) or greater of active Directors are not present, no voting may commence. The acts of the majority of the Directors present at a meeting at which quorum exists shall be the acts of the Board of Directors of MATA.
Section 13 . Voting. During Board meetings, all matters, with the exception of amendments to the Articles of MATA and Bylaws, shall be decided by a majority vote of the Directors.
Section 14 . Proxies. Voting by proxy shall NOT be permitted in meetings of MATA’s Board of Directors.
Section 15. Meeting Procedures. All questions of order with respect to any meeting or action of MATA, its Board of Directors, or any committee appointed hereunder shall be resolved in accordance with Robert’s Rules of Order Newly Revised, as modified from time to time, or in such another orderly manner that is deemed appropriate by the President.
Section 16. Meeting Decorum. MATA shall follow best and lawful practices for conducting business at Board and membership meetings. The Board of Directors shall exemplify, communicate, and enforce the expectation that meetings be conducted in an orderly and respectful manner. The Board of Directors reserves the right to excuse any Director, Officer, member, guest, member of the media, or audience participant exhibiting conduct that is disrespectful or disruptive to meeting proceedings. Per Robert’s Rules of Order Newly Revised, the President/Chair has the sole responsibility to require order in a meeting. To that end, the President/Chair has the authority to call a Director, Officer, or member to order, and exclude non-members. If necessary to maintain an orderly meeting, the President/Chair has the authority to remove a participant from the meeting.
Section 17. Written Action. Pursuant to Minn. Stat. Chapter 317 A, any action required or permitted to be taken at a Board of Director’s meeting may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
Article VI – Advisory Board (Non-Governing Board)
Section 1. Number and Qualifications. MATA may have an Advisory Board. The Advisory Board shall be selected by the Board of Directors, and shall be composed of not less than three (3) nor more than Five (5) persons. The Board of Directors shall seek Advisory Board members who have an expressed Interest for the cultural, educational and charitable purposes of MATA, and who have demonstrated expertise in areas including, but not limited to: Telangana culture, history, development, medicine, psychology, arts/film, fundraising, grant writing, business, social work, program evaluation, marketing, technology, and finance/accounting. President who is completing his/her term(Out going president) will be by default become Advisory board member.
Section 2 . Governing Powers. The Advisory Board shall not have any powers to govern MATA. The Advisory Board shall be a body that provides non-binding strategic advice to MATA’s Board of Directors. The Advisory Board shall have all the oversight and powers necessary and appropriate for the smooth transition from out going officers after their term expired to the new officers election of MATA, including but not limited to:
A – Vetting of the candidates that submitted their nominations for Board of director/officer’s positions to the secretary.
B – Working with secretary, president and others to gather feed back on the prosepective candidates for the officer, board positions
C – To obtain prosepective candidates work experience, contribution throught the year and wherever possible recommend and to make consenses in case of multiple candidates applying for one position.
D – Atleast one advisory board member shall be present at the board meetings in a rotation basis
E – Any conflict resolution as needed and to advise the board for amicable solutions on difficult situations.
F – Advisory board members shall have the voting rights only in the matters of By-laws amendments not regular business of MATA
G – If there are multiple applications for same position and if there is a need for election then Advisory board will work with Secretary for a secret ballot voting.
H – Advisory board will not have voting rights to elect new officers.
Section 3 Terms : Once appointed, Advisory Board members shall serve a Two (2)-year term beginning on January 1 and ending on December 31. Advisory Board members will be invited to serve one (1) two (2)-year term, and may be invited to serve a third consecutive term of another one year.
Article VII- Officers
Section 1 Designation . Officers of MATA shall be: President, Vice President, Tresurer, General Secretery, Joint Secreteray, At the discretion of the Board of Directors, other officers may be elected with duties that the Board shall prescribe.
Section 2. Election of Officers. Officers shall also be Directors of MATA and must be elected at the annual meeting. Officers shall be elected by the Board of Directors. Unless sooner removed by the Board, officers shall serve for a term of one ( 1) year, or until their successors are elected. A vacancy in any office may be filled by a majority vote of the Board of Directors for the unexpired portion of the term. The Board of Directors shall also have the authority to appoint temporary acting officers as may be necessary during the temporary absence or disability of the regular officers. When a vacancy on the Board exists mid-term, the General Secretary must receive nominations for new candidates from existing Directors at least ten (10) days in advance of the Board meeting. These nominations shall be sent out to Directors with the regular Board meeting announcement, to be voted upon at the next Board meeting.
Section3 Terms All officers shall serve a one (1)-year term that coincides with their term as Director. Terms of office shall begin on January 1 and end on December 31. An officer may serve only One(1) consecutive terms in one officer position. After serving One(1)) consecutive years as President He/She will not be eligible for any other officer/Director position.
An offcer can not hold same position multiple terms, he /she can hold any position one time only.
Section4 Resignation An officer may resign by giving written notice to MATA. The resignation is effective without acceptance when the notice is given to the Board, unless a later effective date is named in the notice.
Section 5 Removal Any officer may be removed from his/her position for just cause by a two-thirds (2/3) vote of the remaining Directors. The matter of removal may be acted upon at any meeting of the Board or at any meeting of the Voting Membership, provided that notice of the intention to consider an Officer’s removal has been given to each Director and to the officer affected at least fifteen (15) days’ in advance of the meeting.
Section 6 Compensation Officers of MATA may, but need not, receive any compensation for their services, time, and efforts.
Section 7 President :
- In order to qualify to be President of MATA, a candidate must have served at least two (2) years as a Director of MATA and atleast 1 year as an officer.
- Subject to the direction and control of the Board, the President shall have general active management of the business of MATA. When present, the President shall preside at meetings of the Board and of Committees.
- The President shall see that the orders and resolutions of the Board are carried into effect, and, along with one other Officers of MATA, shall sign and deliver in the name of MATA pertaining to the business of MATA, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles or by the Board to another Officer or the Executive Director(s).
- After the Board of Directors authorizes said committee, the President may appoint members. The President shall be a voting ex-officio member of all committees.
- The President shall certify the proceedings of the Board, and shall cast the deciding vote when the Board of Directors is equally divided.
- In general, the President shall discharge all duties incident to the Office of President and prescribed by the Board.
Section 8 Vice President :
In order to qualify to be Vice President of MATA, a candidate must have served at least Two (2) year as a Director of MATA.
- The Vice President shall act in the absence or disability of the President.
- The Vice President shall assist the President as requested.
- The Vice President shall compile and maintain a book of policies and procedures in collaboration with the organization’s legal counsel..
- The Vice President shall perform other duties as prescribed by the Board or by the President.
Section 9 General Secretary :
- In order to qualify to be General Secretary of MATA, a candidate must have served at least Two (2) years as a Director of MATA.
- The General Secretary shall keep, or cause to be kept, the membership list and minutes of all meetings of the Board of Directors and of the Executive Committee.
- The General Secretary shall be responsible for maintaining all books, correspondence, committee minutes, paraphernalia, and papers relating to the business of MATA, except those of the Treasurer. Moreover, the General Secretary shall maintain a list of Board Members, members, and other volunteers that have been disciplined or otherwise sanctioned by MATA. Copies of all documents shall be maintained at MATA’s registered office.
- The General Secretary shall give, or cause to be given, all notices of Board of Directors meetings and other notices required by law or these Bylaws.
- The General Secretary shall file any document required by any statute, federal or state, in collaboration with the organization’s legal counsel.
- The General Secretary shall maintain the office and purchase office supplies.
- The General Secretary shall perform other duties as prescribed by the Board or by the President.
Section 10 Joint Secretary :
In order to qualify to be Joint Secretary of MATA, a candidate must have served at least Two (2) year as a Director of MATA.
- The Joint Secretary shall act in the absence or disability of the General Secretary.
- The Joint Secretary shall assist the General Secretary as requested.
- The Joint Secretary shall perform other duties as prescribed by the Board or by the President.
Section 11 Treasurer :
- In order to qualify to be Treasurer of MATA, a candidate must have served at least Two (2) years as a Director of MATA.
- The Treasurer shall have care and custody of monies belonging to MATA and shall be responsible for such monies or securities of the organization.
- The Treasurer shall keep, or cause to be kept, all financial records belonging to MATA. All financial records shall be accurate and reliable. Copies of all documents shall be maintained at MATA’s registered office.
- The Treasurer shall deposit (or cause to deposit) money, drafts, and checks in the name of and to the credit of MATA in the banks and depositories designated by the Board; endorse for deposit notes, checks, and drafts received by the MATA as ordered by the Board; make proper vouchers for deposit; and disburse (or cause to disburse) MATA’s funds and issue checks and drafts in the name of MATA, as ordered by the Board.
- In collaboration with MATA’s CPA Accountant: The Treasurer shall prepare a proposed annual budget as well as present the budget and a report of the financial condition of the MATA to the Board of Directors at the annual meeting, and will from time to time, make such other financial reports to the Board of Directors as it may require. The Treasurer shall also prepare (or cause to prepare) the annual Form 990, annual audit, and other annual financial reports.
- The Treasurer shall serve as the Finance Committee Chair and serve on the Marketing/Fundraising Committee.
- The Treasurer shall perform other duties as prescribed by the Board or by the President.
Section 20. Any Officer of MATA, in addition to the duties and powers conferred upon him or her by these Bylaws, shall have such additional duties and powers as may be prescribed from time to time by the Board of Directors.
Section 21 . Conflict of interest Any officer or Director of MATA should not hold any officer or board member position with voting rights in competing organizations or organizations with direct/indirect conflict with MATA interests.
Article VIII- Extended Board
Section 1. Number and Qualifications. MATA’s Extended Board of Directors shall be composed of not less than three (3) nor more than Eleven (11) persons who are broadly representative of the Telangana community interests, possess applicable professional experience, or who have an expressed interest for the cultural, educational and charitable purposes of MATA. Minimum 1year volunteer work with MATA is needed to become Extended board member
Section 2. Governing Powers. The Extended Board of Directors shall have all the duties and powers necessary and appropriate for the overall support of MATA, including but not limited to:
- To perform any and all duties imposed upon them collectively or individually by law, by the Articles of MATA, the Bylaws, and/or the Handbook;
- To support the board of directors in all the affairs and activities of MATA as per the policies, descions made by the MATA officers and Board of directors
- To follow these Bylaws, including meeting regularly; and
- Extended board shall not have voting rights.
Article IX- Committees
Section 1. Authority. The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the Board of Directors. Each committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors, and shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than the Committee Chair, need not be Directors or Officers of
MATA (i.e., they can be non-voting volunteers of MATA). Examples of committees
that may be formed by the Board are:
- Marketing/Fundraising Committee
- Event Committee
- Front Desk and membership Committee
- Cultural Committee
- Membership Committee
- Food Committee
- Web and Publicity Committee
- Executive Committee
- Finance Committee
Section 3. Meetings Meetings of the individual committees may be held at such time and place as may be determined by a majority of the committee, by the Board President, or by the Board of Directors. Notice of meetings shall be given to the committee’s members at least five (5) business days and no more than Fifteen business (15) days’ notice in advance of the meeting unless all members agree to a shorter notification. A majority of the committee’s membership shall constitute a quorum.
Article IX- Volunteers
Section 1. Designation. The Board of Directors shall establish policies and procedures to recruit, train, and utilize volunteers in the operation of its activities and fulfillment of its purpose and mission.
Article X Management & Miscellaneous Provisions
Section 1. Financial Year. The accounting year of MATA shall be the calendar year. The accounting year shall begin on the first day of January of each year and end on the last day of December of each year.
Section 2. Books and Accounts
- MATA shall maintain appropriate checking, savmgs, and other accounts at a reputable bank or financial institution under the name “Minnesota Area Telangana Association.”
- The President and Treasurer are authorized to act as signatories on all MATA financial accounts. In the event the Presidency is temporarily vacant or the President is incapacitated in some manner, the Vice President is authorized to temporarily act as a signatory in the President’s place. In the event the Treasurer’s position is temporarily vacant or the Treasurer is incapacitated in some manner, the General Secretary is authorized to temporarily act as a signatory in the Treasurer’s place.
- MATA’s books and accounts ( or an exact copy thereof) shall be kept at the registered office.
- All money fundraised in MATA’s name shall be deposited in MATA’s account and used for MATA’s charitable and other purposes according to Minnesota and Federal fundraising laws and rules.
Section 3. Examination by Directors and Members. Every Director, Officer, and Member of MATA shall have a right to examine, in person or by agent or attorney, at any reasonable time, and at the registered office, all books and records of MATA and make extracts or copies therefrom.
Section 4 Legal Instruments. All contracts, agreements, and other legal instruments executed by MATA shall be issued in the name of MATA, not the individual name of a Director or Officer. Legal instruments shall be signed by no less than two (2) Officers of MATA -the President (if able), and one other Officer. While Directors and Officers have authority to sign official documents on behalf of MATA, they may do so ONLY after proper consideration and approval by the Board of Directors. In the absence of approval by the Board of Directors, the individual Director or Officer is personally liable on the legal instrument.
Section 5. Periodic Reviews. To ensure MATA operates in a manner consistent with charitable purposes, files all required paperwork, and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.
Section 6 Affiliations. MATA may maintain professional affiliations that benefit and strengthen the organization in its capacity to fulfill its mission.
Section7 Policies and Procedures . The Board of Directors shall establish policies and Procedures.
Section 8. Amending the Articles of Incorporation and Bylaws. MATA shall have the power to amend the Articles of Incorporation and any Bylaws. Subject to restrictions imposed by Section 317 A.133 of the Minnesota Statutes, amendments to the Articles and Bylaws must be approved by the affirmative vote of a 2/3 vote of all Board Directors and Advisory board at a properly called meeting of the Board of Directors including advisory board.
Section 9 Terms of Directors/Officers/Extended board mebers : MATA board of directors have decided above By Laws are effective immediate.