Articles of Incorporation (By Laws)
Mana American Telugu Association (MATA)
Article
1 : Mana
American Telugu Association here after also referred to as MATA is organized
exclusively for the purposes of charitable, cultural, religious, educational
and scientific purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501(C)(3) of the Internal Revenue
Services Code, or the corresponding section of any future federal tax code.
Article
2: No part of the net earnings of the corporation
shall inure to the benefit of, or be distributed to its members, trustees,
officers, or other private persons, except that the corporation 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 Article I hereof. No substantial part
of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence
legislation, and the corporation 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
corporation shall not carry on any other activities not permitted to be carried
on (a) by a corporation exempt from federal income tax code 501(c)(3) of the
Internal Revenue Service Code or the corresponding section of any future
federal tax code , or (b) by a corporation, contribution to which are
deductible under section 170(c)(2) of the Internal Revenue Service Code, or the
corresponding section of any future federal tax code.
Article
3: Upon the dissolution of the corporation,
assets shall be distributed for one or more exempt purposes within the meaning
of section 501(c)(3) of the Internal Revenue Service 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 by a court of competent jurisdiction of the county in
which the principal office of the corporation is then located, exclusively for
such purposes or to such organization(s), as said court shall determine which
organized and operated exclusively for such purposes.
Article
4: Membership
is open to all individuals upon payment of the membership fee and
referred by an existing member of MATA. All Members should be legally resident
in USA or USA Citizens.
The MATA Board of Directors has to approve all
membership requests. The decision of the MATA Board of Directors is final.
The spouses of members are deemed to be members
of MATA unless they notify MATA in writing of their intent not to be members of
MATA.
Suspension: The member will be served a notice
with intend to suspend him/her, listing the reasons for the suspension. The
member will have at least 10 days to respond to the suspension notice in
writing to the MATA Executive Committee. If the MATA Executive Committee is not
satisfied with the response received from the member, it can suspend the member
for a period of time that is not more than 90 days at a time. All suspensions
will need to be approved unanimously by all the members of the MATA Executive
and forwarded to the MATA Board of Directors. The suspension is effective from
the day it is approved unanimously by all the members of the MATA Board of
Directors. The Final approval needs to be forwarded to the suspended member
listing out the restrictions on his membership privileges during the suspension
period. Suspended members right to vote and contest in an election cannot be
restricted.
Revocation: A member’s MATA membership can be
revoked if he has been previously suspended and is unanimously approved by all
the elected members of MATA including Executive Committee, Board of Directors,
Activity Committees, Regional Metro Executive Committee and Regional Metro
Activity Committees. Revocation of membership can be set aside by the Executive
Committee and Board of Directors at any time.
Arbitration: All members agree to arbitration
by the Board of Directors to resolve all disputes in MATA. If they are not
satisfied by the decision of the Board of Directors, the members can appeal to
the Founders for further arbitration.
The membership of any member is revoked if they
are convicted for any crime, except minor infractions or the member is accused
of violating the law and/or there is prime facie documentary evidence to
support criminal wrong doing against MATA. The decision of the Board of Directors
is final to terminate the membership of a member accused of criminal wrong
doing against MATA.
Article
5: General Body of MATA would include all members
of MATA. The General Body of MATA can enforce the bylaws of MATA. If the
Executive Committee of MATA fails to enforce the bylaws of MATA for any reason
whatsoever, any member of MATA can force the Board of Directors to convene a
General Body meeting after collecting signatures supporting the agenda of the
meeting containing the details of the bylaw violation from at least 25% of the MATA
members and submitting the same to the Board of Directors. The Board of
Directors must convene the General Body meeting within 30 days of receiving the
copy of the signed agenda of the meeting. Members unable to attend the General
Body meeting in person must be allowed to join the meeting remotely using
available electronic media. The agenda must be discussed by the General Body
Meeting and the minutes of the meeting must be published to all the members
within 7 days from the date of the meeting. All voting in the General Body
meeting on the agenda items will be by secret ballot and will be conducted by
the Board of Directors within 30 days from the date of the General Body Meeting.
All members must be allowed to vote on the decisions of the General Body
Meeting. The decisions of the General Body are binding on the Executive
Committee and Board of Directors, if the decisions are supported by majority of
the MATA members.
Article
6: Board of Directors
MATA will have a maximum of 10 Board of
Directors at any given time.
All
Board of Directors should be members of MATA
One Board of Directors will be elected every
year for a three year term by the members of all the elected MATA Regional
Committees.
One Board of Director will be elected every
year for a three year term by the members of all the elected MATA National
Committees.
Grand Donors: Top three largest life time donors
of MATA will be recognized as the grand donors at the end of every year and
will be nominated as Board of Directors for a period of one year. The word
donation shall include donations made by an individual member to MATA and/or
donations raised from non members for MATA and/or any
products/services paid for by a member for the exclusive benefit of MATA that
is recognized by the Executive Committee and Board of Directors of MATA as of
December 31st of the year will be considered for the purpose.
MATA Founders: The initial registering members
of MATA as named on the registering documents filed with the state of IL and all
other states in USA where MATA will be registered will be only considered as the
founding members. The founding members will elect one of the founding members as
the Board of Directors for a term of one year only. Any founding member who is
listed on multiple registering documents filed with any state will be able to
cast one vote for every state. MATA cannot be dissolved and/or merged with any
other non-profit organization and/or enter into an operating agreement unless
unanimously agreed to by all the MATA founders. The structure of the Board of
Directors cannot be changed unless agreed to unanimously by the MATA Founders.
The Board of Directors shall elect one of the
Board of Directors as the Chairman of the Board of Directors for a one year
term at the beginning of every Calendar year. Chairman of the Board of
Directors is responsible for conducting the business of the MATA Board. The
Chairman of the Board of Directors is responsible for signing on all documents
filed with any government agencies on behalf of the Board of Directors. Board of Directors should have at least two
years term pending on the day they are nominated as the Chairman of the Board
of Directors.
The Board of Directors shall nominate one of
the Board of Directors as the Vice Chairman of the Board of Directors for a one
year term at the beginning of every Calendar year. Vice Chairman of the Board
of Directors is responsible for conducting the business of the MATA Board in
the absence of the Chairman of the Board of Directors. The Vice Chairman of the
Board of Directors is responsible for signing on all documents filed with any
government agencies on behalf of the Board of Directors, if more than one Board
of Directors is required to sign the document.
The Board of Directors shall nominate one of
the Board of Directors who is a founder, If no founder
Board of Director is willing to take the responsibility, any of the other Board
of Directors shall be nominated as the Secretary of MATA for a one year term at
the beginning of every Calendar year.
If all the Board of Directors ceases to be
Board of Directors of MATA for any reason whatsoever, the initial three Founder
Board of Directors can take charge as the Board of Directors until the newly
elected Board of Directors take office as per the By Laws of MATA.
If no Regional Metro Executive Committee
Members are elected in a year, the National Executive Team will elect all the
vacant Board of Director positions.
The Board of Directors is responsible for the
following
a) Enforcing
the bylaws of MATA, if the Executive Committee fails to enforce any of the
bylaws.
b) Resolve
any conflicts between the various Governing Committees of MATA.
c) Review
and approve all decisions taken by the Executive Committee. The Board of
directors can reject any decision taken by the Executive Committee, if at least
two thirds of the members of the Board of Directors vote against the decision
of the Executive Committee. All decisions taken by the Executive Committee are
deemed to be approved by the Board of Directors, if they are not rejected by
the Board of Directors. The Board of Directors cannot approve any decision that
is not approved by the Executive Committee, unless it is explicitly authorized
to do so in the Articles of Incorporation of MATA. The Board of Directors can
suggest changes to decisions taken by the Executive Committee.
d) The
Board of Directors is responsible for the conduct of all elections in MATA as
per the MATA bylaws.
e) None
of the Board of Directors can contest and/or hold any other position in MATA,
during their term as a Board of Director and for at least one year after
completing or resigning as a Board of Director
f) MATA
Board of Directors cannot directly or indirectly support the candidature of any
member in an MATA election.
g) Chairman
of the Board of Directors or any Board of Director supported by at least one
third of the members can call for Board of Directors meeting by giving at least
5 days prior notice along with the agenda of the meeting to all the Board of
Directors.
h) The
Chairman of the Board of Directors is responsible for conducting the meetings
of the Board of Directors and publishing the minutes of the meeting of all the MATA
Board meetings within 10 days from the date of the meetings to the MATA members.
i) The
Board of Directors can disqualify any of the Board of Director for failure to
attend four consecutive Board of Director Meetings. The Chairman of the Board
of Directors must notify the absentee Board of Director and ask for an
explanation. The Chairman of the Board of Directors can disqualify the absentee
Board of Director if he is not satisfied with the explanation and atleast two third
of the Board of Directors approve the decision.
j) The
Board of Directors can disqualify member of any committee for failure to attend
four consecutive meetings of the respective committee of which he/she is a
member of, The Chairman of the Board of Directors must notify the absentee
member and ask for an explanation. The Chairman of the Board of Directors can
disqualify the absentee member if he is not satisfied with the explanation and at
least two third of the Board of Directors approve the decision.
k) The
Board of Directors is responsible for all statutory filings required to keep MATA
in good standing including MATA registration as a Non-profit organization, tax
returns etc.
l) The
Board of Directors can add any elected Committee or position to an elected Committee
at any Metro Region or National level by notifying it before the election
notification is issued.
m) The
following are the legal responsibilities of the Board of Directors elected for
a three year term
First year of the term:
Will be responsible for signing on the expense checks on behalf of the Board of
Directors.
Second year of the
term: Will be responsible for signing on the Tax returns on behalf of the Board
of Directors.
Third year of the term: Will be responsible for
filing replies to any queries to the tax returns filed in the previous year.
Article
7: National Executive Committee shall consist of
the following positions
a) President:
Is the head of the MATA. Is responsible for coordinating all the activities of MATA.Is
responsible for conducting all the meetings of the MATA Executive Committee. The
President is responsible for signing on all documents filed with any government
agencies on behalf of the National Executive Committee when required to do so
by the Board of Directors.
b) The
posts of President and Treasurer are mandatory for the MATA National Executive
Committee.
c) Treasurer:
Responsible for publishing the agenda of all the meetings to the members of the
Executive Committee at least 5days before the start date of the meeting. Publishing
the minutes of the meeting to all the MATA members within 10 days from the date
of the meeting.Treasurer shall be responsible for all
financial record keeping of MATA.
d) The
Board of Directors of MATA can notify up to 8 activity directors before the
election notification is issued.
e) All
decisions of the Executive Committee have to be approved by the majority of the
members of the Executive Committee. The president can veto any and all decisions
taken by the Executive Committee that are not approved by at least two thirds
of the members of the Executive Committee. The president cannot veto any
decisions taken by the Executive Committee that are approved by at least two
thirds of the members of the Executive Committee. All decisions taken by the
Executive committee have to be sending to the Board of Directors for Final
approval.
f) The
National Executive members including President,Treasurer,
and Activity Directors will be elected by the MATA Members.
g) All
meeting minutes have to be published to the Board of Directors and all the
members of MATA within 10 days of the date of the meeting.
h) All
decisions have to be communicated to the Board of Directors at least 10 days
before they can be implemented.
i) The
MATA National Executive can request the Chairman of the Board of Directors for an
urgent joint session, if the consent of the Board of Directors is required to
immediately implement a decision. The Board of Directors can accept or reject
the request for an urgent joint session.
j)
The executive committee is
responsible for coordinating all the activities of MATA, other than those that
the Board of Directors are responsible for.
Article
8: National Activity Committees will be headed by
the respective Activity Director and will be responsible for coordinating the
Regional Activity Committees.
a) All
decisions taken by the Activity Committee should be approved by the MATA
National Executive and Board of Directors, before they can be implemented.
b) The
activity committees will be responsible for implementing any/and all directives
of the MATA National Executive approved by the Board of Directors.
c) The
number of Joint activity Directors, Additional activity Directors in each
activity committee shall be decided by the Board of Directors before the
elections.
Article
9: Regional Metro Executive Committee shall
consist of the following positions
a) Regional
Metro Vice President: Is the head of the Regional Metro MATA unit. Is responsible
for coordinating all the activities of Regional Metro MATA unit. Is responsible
for conducting all the meetings of the MATA Regional Metro Executive Committee.
b) Regional
Metro Joint Secretary: Regional Metro General Secretary Is responsible for
publishing the agenda of all the meetings to the members of the Regional Metro Executive
Committee at least one day before the start date of the meeting. Regional Metro
Secretary is responsible for publishing the minutes of the meeting to all the MATA
members within 10 days from the date of the meeting. Secretary shall be
responsible for all non-financial record keeping of the Regional Metro MATA
unit.
c) Regional
Metro Joint Treasurer: Regional Metro Treasurer shall be responsible for all
financial record keeping of MATA.
d) The
Board of Directors of MATA can notify the required activity Joint Directors
before the election notification is issued.
e) The
Board of Directors has to ensure that all Metro Regions with similar number of
members all have the same number of Regional Metro Executive positions. The decision
of the Board of Directors shall be final.
f) The
Regional Metro Executive members including Regional Metro Vice President,
Regional Metro Joint Secretary, Regional Metro Joint Treasurer, and all
activity Joint Directors will be elected by the MATA Members in the Regional
Metro area.
g) All
decisions of the Regional Metro Executive Committee have to be approved by the
majority of the members of the Regional Metro Executive Committee. The Regional
Metro president can veto any and all decisions taken by the Regional Metro Executive
Committee that are not approved by at least two thirds of the members of the Regional
Metro Executive Committee. The Regional Metro President cannot veto any
decisions taken by the Regional Metro Executive Committee that are approved by at
least two thirds of the members of the Regional Metro Executive Committee. All
decisions taken by the Regional Metro Executive committee have to be approved
by the National Executive Committee and Board of Directors.
h) All
meeting minutes have to publish to the National Executive Committee and Board
of Directors and all the members of MATA within 10 days of the date of the
meeting.
i) All
decisions have to be communicated to the National Executive Committee and Board
of Directors at least 10 days before they can be implemented.
j) The
Regional Metro Executive committee is responsible for coordinating all the
activities in the Metro Region of MATA.
Article 10: Regional
Metro Activity Committees will be headed by the respective Regional Activity
Joint Director. The members (Additional Directors) of the activity committees
shall help the respective Activity Joint Director in conducting the respective MATA
activities.
a) The
number of Additional Directors in each activity committee will be decided by
the Board of Directors before the election is notified.
b) All
metro regions will have the same number of activity committees.
c) The
Board of Directors has to ensure that all Metro Regions with similar number of
members all have the same size activity committees. The decision of the MATA
Board of Directors is final.
Article
11: Decision Making should be in accordance with
the laws of USA and serving the best interests of the MATA members.
Article
12: Elections to be held as per the Collective Decision Making Model (CDMM) described
below.
a) Collective Decision Making Model (CDMM): We do not have
direct elections to individual posts. We elect a group of
Representatives. Let us say we are going to elect a group of 5 representatives.
Every member can cast one vote in favor of only one Representative. The
Representatives who secure the top 5 positions as per the vote count will be
declared elected. The Representative who secured the highest number of votes
will get to choose the position (President) of his choice first and so on. This
way we have the group of 5 Representatives who are truly representing all the
members, rather than one dominant group hijacking the organizations decision
making process.
b) No
member of MATA can claim to be a member of more than one Regional Metro MATA
unit at any time.
c) No
member of MATA can participate in an election for more than one Regional Metro MATA
unit in a calendar year.
d) No
member of MATA can contest for more than one position at a time
e) All
elections in MATA should be conducted using the secret ballot and universal franchise.
f) All
elected positions in all committees are for a term not to exceed one year. The
term for all elected positions in MATA shall run thru January 1st of
the year thru December 31st of the year for which they are elected.
g) No
member of MATA can serve on any committee or Board for two consecutive terms
Article
13: Meetings are to be conducted by all committees at
least once in a quarter. The meeting agenda should be published to the members
of the concerned committees at least 5 days before the date of the meeting. The
meeting minutes should be published to all the concerned members within 10 days
after the meeting.
Annual General Body meeting to be conducted by
the Board of Directors. The agenda for the General Body meeting should be
published to all the members at least 5 days before the date of the meeting.
The minutes of the meeting should be published within 10 days after the
meeting. Members should be allowed to participate in the meeting thru available
electronic media.
Article
14: Articles of Incorporation changes can be only
initiated by the Executive Committee or by at least one third of the members of
MATA.
a) All
Articles of Incorporation Changes must be approved by at least two third of members
of all the MATA elected Committees and also be approved by two third of the MATA
Board of Directors.
b) The
Articles of Incorporation changes have to approve by the majority of MATA
members in the subsequent MATA elections before they can be implemented.
c) If
any of the changes to the Articles conflict with any other existing bylaws, the
previously existing by law shall prevail over the changed by law.
Article
15: All payments should be authorized by a member
of the Board of Directors and a member of the MATA National Executive. The MATA
executives responsible for authorizing any of the payments in a calendar year
are responsible for signing the tax filings for that calendar year. Board of
directors with at least two years of term remaining can only authorize
payments. Any payment not approved by the National Executive Committee and
Board of Directors is null and Void.
All donations are voluntary and are non-refundable.
Disputing and/or dishonoring a donation to MATA severely affects the
financial standing of MATA and may warrant strict action against the
member including denying access to MATA resources, expelling the member from MATA
without further notice, initiating legal action to recover any and/or all
losses incurred by MATA as a result of this, initiating any other action deemed
necessary by the office bearers of MATA.
Article
16: All other interim committees constituted at the
MATA National Level will be elected equally by the elected members of the
National Committee and Metro Regional Committees respectively.
All other interim committees constituted at the
Metro Regional Level will be elected equally by the elected members of the
National Committee and specific Metro Regional Committees respectively.
For example an interim committee has two
members, one member each will be elected by the National Committees and by the
Metro Committees respectively.
Article
17 : MATA
members are prohibited from copying and sharing any data they may have access
to at MATA as a member and/or office bearer in any form with any individual or
organization, unless they have the written approval of the National Executive
and Board of Directors of MATA.
Article
18: MATA can change the name to “Mana American
Telugu Association” also known as “MATA”. MATA can choose to operate
additionally under the name of “Mana American Telugu Association” also known as
“MATA”.