ByLaws

Article I: Name

The name of the organization shall be “Tucson Tamil Sangam”, hereinafter referred to as “Sangam” in this bylaws.

Article II: Mission

The fundamental objective of the Sangam is to preserve and promote Tamil language and culture among the members of the Tamil community. Such promotion, preservation and enrichment of Tamil culture will be achieved by, but not limited to the following:
1. Cultural and social event organization directed toward adults and children with the objective of making them aware of our rich cultural, social and linguistic heritage.
2. Diverse social and educational activities related to Tamil language and culture.
3. Religious and philanthropic endeavors.
4. Collaboration with other organizations similar in mission and objectives in the United States and abroad.
The Sangam shall be a non-profit association.
The Sangam shall have no political or religious affiliations and is open to all people who are interested in the mission of the Sangam and who abide by the bylaws of this Sangam. It is strictly non-partisan, and while the Sangam may provide a forum for discussions and debates on a variety of social, educational, political, and religious topics, the opinions expressed in such discussions and debates shall strictly be those of the discussants and not of the Sangam.
The said Sangam is organized exclusively for charitable, religious, educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No part of the net earnings of the Sangam shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Sangam shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in item 1 hereof. No substantial part of the activities of the Sangam shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Sangam shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Sangam shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of the Sangam, after paying or making provisions for the payment of all the legal liabilities of the Sangam, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Sangam is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article III: Membership

Membership shall be open to all individuals of age 18 years or older who subscribe to the overall mission of the Sangam and who abide by the bylaws.
There shall be two classes of membership: Individual and family.
Individual membership confers all the privileges of the Sangam upon the individual, including voting rights.
Family membership shall grant all privileges on the individuals residing in the family unit, except voting rights. A family unit is typically a husband, wife, children and legal dependents. Voting rights under family membership shall be restricted to only two adult members of the family. There will be no voting rights for dependent parents and children. Dependent parents and children (of age 18 years or older), may convert to family membership or individual membership, respectively, upon which voting rights are acquired as per membership class.
The annual membership dues shall be decided by the Board of Directors before the end of the year and communicated to the members of the Sangam prior to the annual Sangam meeting. The event fee shall be decided by the board prior to each event.
The membership directory, containing pertinent information about the members of the Sangam, shall be available for inspection to all members upon request. Inclusion of a member in the Sangam directory for circulation among its members, either in the online or published versions, shall be based on the privacy preferences of the individual to have their information published or unpublished.
Membership directory shall not be circulated to non-members. Executive committee will be the point of contact for other community organizations.
The Board of Directors of the Sangam, constituted according to Article IV, V and VI, shall have the right to revoke the membership of any individual whose activities are harmful to the proper functioning of the Sangam and shall notify the individual of the reasons for such action.
Any individual whose membership is revoked by the executive committee shall have the right to appeal to the members at any Sangam meeting as described in Article VII.
Members of the Sangam shall acquire no interest in any property or assets of Tamil Sangam by their membership therein.
Members shall be eligible to vote from the date of payment of their initial or renewal annual membership dues. Membership is valid from January through December and dues will not be prorated.

Article IV: Board of Directors

The Board of Directors shall be elected from members of the Sangam. They shall hold office within 2 weeks of the election. The elected members, during their term as the Board of Directors shall be physical residents of Arizona during the entire tenure.
The Board of Directors shall constitute the Executive Committee consisting of President, Vice President, Secretary, Treasurer, and at least five other additional members.
The minimum number for the Board of Directors necessary for the functioning of the Sangam shall be 4. The maximum number for the Board of Directors shall be between 9 and 11.
In addition to the election of adult members to the Board of Directors, a maximum of 4 youth members aged from 15- 18 shall be elected to the Board of Directors. The parents of these youth members shall be members of the Sangam. The youth member will help with activities of the Sangam as needed and shall be placed, at all times, under the supervision of the Board of Directors. The youth members shall have no voting rights. If the positions of the youth members are not filled by election, the President, with the approval of the Board of Directors, may appoint youth members from the general membership to the committee.
Any vacancy arising in the Executive Committee, shall be filled by any of the remaining Board of Directors to serve until the next annual elections. Freshman member of the Board of Directors are eligible to serve on the executive committee except the position of President.
Any vacancy arising in the Board of Directors, excluding the Executive Committee, shall be filled from the general membership by the President with the approval of the remaining Board of Directors, to serve until the next annual elections.
The term of the Board of Directors shall be for 3 years. The term may be extended by 1 year (for a maximum of 4 years during that elected term), only when other Sangam members are not forthcoming to fill the vacancy, and when duly presented at the general body meeting. Further, a member may seek reelection for another term on the Board of Directors after a gap of 1 year.
The term of the executive committee is one year. A new committee shall be elected by the board of directors consisting of both the outgoing and incoming board of directors at the first meeting of the new Board of Directors through a secret paper ballot or other electronic ballot process.
The Board of Directors may be removed from office by a resolution at the Sangam meeting as per Article IX.

Article V: Election of Board of Directors

The election of the Board of Directors shall be held at the annual general meeting, during Pongal celebrations in January of each year.
The President shall “Call for Nominations” for the vacant position/s in the Board of Directors during Deepavali Celebrations, as well as send a follow up email to the members in December and beginning of January. The President shall present the nominees at the annual meeting. If there are not enough nominees for the open positions, new nominations may be proposed from the floor and seconded by any two members of the Sangam.
If the number of nominations are more than the number of open positions, the election shall be executed through due process either by a voice vote or paper ballot or by electronic means.
Only one adult member from a closely related family, irrespective of whether they hold a family membership or an Individual membership, shall serve on the Board of Directors.

Article VI: Duties of the Executive Committee and Board of Directors

The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer. The Executive Committee members are elected from within the Board of Directors.
The President shall call and preside at all meetings. The President shall be responsible, on assuming office, for taking charge of all records and assets from the previous committee and shall report to the Board of Directors. The President shall ensure the Board of Directors are performing their responsibilities as assigned and shall delegate to other Board of Directors as required. The President shall also assume or delegate to any Board of Directors, the right to operate electronic communication, social media tools, operation and storage of assets that belong to the Sangam.
The Vice-President shall assume the responsibilities of the President in his/her absence. He/She shall assist the President in the discharge of his/her responsibilities
The Secretary, in the President’s name, and with the approval of the President and the Board of Directors as appropriate, shall notify the Board of Directors of committee meetings and record the minutes of the meetings. The minutes of the meeting shall include the date and time of meeting and record the attendance by the Board of Directors. In addition, he/she shall handle all correspondences of the Sangam, notify members of Sangam meetings, record minutes of Sangam meetings, maintain the membership list and all other non-financial records of the Sangam.
The Treasurer shall assume sole responsibility for managing the financial affairs and shall keep an accurate record of the collections including membership dues and expenditures with associated paperwork. The Treasurer is obligated to report, at all times, to the Board of Directors on all financial matters. The Treasurer shall prepare the financial statements per Article XI.
Other members of the Board of Directors shall discharge responsibilities delegated to them by the President.
Any member of the Board of Directors not attending more than 3 consecutive meetings, shall be given a warning by the President. Any subsequent absence from Sangam event or meeting shall be taken up by the board for removal discussions through a majority vote.
Each member of the Board of Directors shall contribute to the Sangam events by performing the delegated task(s) for at least 2 of the 3 major events of the organization annually, and at other events.
At all meetings of the Board of Directors, resolutions shall be passed or resolved through voice voting by the Board of Directors. Each Board of Director shall have one vote. Decision shall be made by a simple majority, with the President casting the tie vote.
The decisions of the Board of Directors shall be binding on the members of the Sangam, unless the decisions conflict with the provision of the bylaws or with the resolutions adopted at the Sangam meetings.
The simple majority (fifty percent plus one) of the Board of Directors shall constitute a quorum for a meeting.
An executive committee member, at the completion of his/her term or when leaving the office through resignation or suspension, shall be responsible for transferring all the Sangam’s records and assets to the newly elected President or Board of Directors designated by him/her.

Article VII: Sangam meetings

The President shall call an annual meeting of the Sangam as per Article V, and additional meetings when necessary. A two-week notice shall be given prior to the annual meeting at which the Board of Directors are elected.
A simple majority of bonafide voting members shall constitute a quorum for the Sangam meetings. If attempts to meet the simple majority criterion for the quorum become impossible, the executive committee, with a simple majority vote, may establish an alternative to satisfy quorum requirements. The agenda for any other Sangam meetings shall be notified by the President.
The President shall call the Sangam meeting, if petitioned by at least twenty (20) percent of the voting members of the Sangam.
All resolutions submitted at the Sangam meetings, except where required otherwise as per the bylaws, shall be adopted by a simple majority with the President casting the tie vote. Resolutions approved shall be binding on the members of the Sangam.

Article VIII: Amendments to the Bylaws

Any amendments to the bylaws may be submitted in writing or proposed from the floor at any Sangam meetings. Any amendments to the Bylaws of the Sangam shall be adopted by a simple majority at the Sangam meeting.
A copy of each amended Bylaws, with date of amendment and signatures of the Board of Directors, shall be kept on file.

Article IX: Removal of the Board of Directors.

The President, upon receipt of a petition signed by a minimum of fifty one percent (51%) of the Sangam members to remove the entire Board of Directors shall call for a Sangam meeting to discuss the petition. The quorum for the meeting shall not be less than fifty one percent (51%) of the voting members. Such a resolution shall be effective if approved by two-thirds of the voting members present. Following such a resolution, the President will call for a new election within two weeks and hold an election within 30 days.
The Board of Directors by majority decision may suspend any Board of Director who fails to abide by its decisions. This change in the Board of Directors shall be communicated to the members of the Sangam by email or mail.

Article X: Registered Office

1. The Executive Committee shall decide the location of the registered office.

Article XI: Financial Matters

The Treasurer shall be the custodian of all funds and investments of the Sangam with the President acting as a backup in case of non-availability of Treasurer. The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Sangam. The Treasurer or President shall be authorized on the Sangam’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidence of indebtedness.
The Treasurer shall prepare and present financial statements after each event to the Board of Directors for approval.
The Treasurer shall prepare and present an annual financial statement at the general body meeting with prior approval from the Board of Directors. Each member shall have the right to inspect the financial records of the society at any time, after giving a three-day notice of intent to inspect the records to the President.

Article XII Indemnification

Indemnity Under Law. The Sangam shall indemnify and advance the expenses of each person, as approved by the Board of Directors, to the full extent permitted by law.
Additional Indemnification.

The Sangam hereby agrees to hold harmless and indemnify each of its Board of Directors and agents (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or other enterprise for which the Indemnitee served in any capacity at the request of the Sangam, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or agent of the Sangam, provided, however, that no indemnity pursuant to this Section shall be paid by the Sangam (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.
The obligation of the Sangam to indemnify contained herein shall continue during the period the Indemnitee serves as a Board of Directors or agent of the Sangam and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or agent of the Sangam.

Article XIII Conflict of Interest

This conflict of interest policy is to protect the interest of the Sangam when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an agent or director of the Sangam or might result in a possible excess benefit transaction. This policy is in line with and not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable corporations.

Article XIII Conflict of Interest

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