ARTICLES OF ASSOCIATION

1. Purpose

 A nonprofit organization to be named Indian Cultural Society of East Brunswick (hereafter referred to as ICS) shall be formed with the purpose of fostering and promoting a social, cultural, and educational affinity group to provide fellowship and a sense of community for persons of Indian and/or other national origin. A wing of ICS; ICS theater (ICST) will focus on promoting community theater. 

Organizations restricting benefits to or discriminating otherwise on the basis of Caste, Creed, Color, Race or Religion or other forms of discrimination will not receive the support 

  2. ICS Office Bearers, ICS Executive Committee and ICS Committee

           a. Members

 ICS Office Bearers are the four ICS executive committee members and the ICST Artistic Director 

Two committees, an Executive Committee (EC) and ICS committee (IC), will be formed annually. 

The EC will comprise of four (4) members. Each member shall be at least eighteen (18) years of age and shall be responsible for the overall policies and operations of ICS. Any individual who has been an active member of ICS (see below) for at least one year may seek to be elected on the EC. 

In addition, up to sixteen (16) ICS members will be elected to form the ICS Committee. The ICS Committee member shall be at least eighteen (18) years of age. Any ICS member may seek to be selected to the ICS Committee. In addition, the immediate past president remains on the ICS Committee for one (1) full year following his/her term as president. In the capacity of an ex-officio, the past president serves as resource/advisor and has no voting rights. 

Further, an Artistic Director will oversee the activities of ICS-T. The appointed Artistic Director will represent the theater group as part of ICS leadership team (EC). An ICS-T 

planning committee will manage the activities of the Theatre group. The day-to-day operations of ICS-T will be governed by the guidelines included in Addendum A. Agenda permitting, one member of the ICS-T planning committee should participate in standing ICS meetings. Neither the Artistic Director nor the designated planning committee member will vote on ICS-related matters. 

Only one (1) member of a family can serve on the EC or ICS Committee or as a trustee at any given time (the family for this purpose will be considered to be husband/wife and their children). 

            b. Election

The members of the EC and ICS committee are elected at the Annual General Body Meeting (GBM) generally held during the first quarter of the year. A self-nomination process precedes the GBM. Members who self-nominate will be elected to the EC and ICS Committee for a full one (1) year term, effective from the date of the GBM to the following GBM. Individuals not present at the GBM may be elected to the EC and ICS committee. 

            c. Vacancy

In the event a member of the EC or ICS Committee resigns during the term of office, the remaining members of the EC and IC may nominate a new member to replace the retiring member with a simple majority. The General Body should ratify such nominated member by a simple majority of votes of the attending members at its next meeting. The General Body may elect another member to replace the outgoing member to complete the term of the retired EC member. 

           d. Removal of EC members

An EC and ICS Committee member may be removed from office by vote of two-third (2/3) of the attending members at a General Body meeting called for this purpose. Voting will take place by secret ballot cast in person or by proxy. 

Removal for cause shall be by a two third (2/3) majority vote of all EC and ICS Committee members. 

            e. Resignation of EC members

An EC and ICS Committee member may resign at any time by a notice in writing. It is expected that such resigning members will discharge any accrued obligation and / or duty to the ICS. 

          f. EC Approval

An approval by the EC shall mean an approval by a simple majority vote of the EC attending the EC meeting at which the decision is made. 

        g. Responsibilities, Authorizations and Obligations:

The EC shall be responsible for:

● Setting up policies and programs. 

● Approve annual budget for disbursement, expenses, fundraising for events, publicity, and other events. 

● ICS payments shall be made by cash, check, or other authorized payment mechanisms (Venmo and Zelle, for example). Payments should be approved by EC in writing. 

● The President or one other EC member is the authorized signatory for grants and awards made to ICS. The Artistic Director or any other member of the EC is the authorized signatory for grants specific to ICS-T activities. 

● The committee is not permitted to spend over $25 without EC approval and/or make financial commitments on behalf of ICS without written approval from EC. 

● ICS events and activities shall be approved by a simple majority of the EC. All ICS-sponsored programs/performances/ materials must be scheduled and approved by committee members. 

         h. Executive Committee

ICS Executive Committee shall have members.

i) President                   ii) Vice President

iii) Secretary                 iv) Treasurer

The EC shall be elected by a simple majority of the attending members of the annual general body. The term of office for elected EC will be 1 year; however, EC members can be reelected, and they can hold the same office for no more than two consecutive terms (i.e. 2 years). 

The ICST Artistic Director will be a non-voting member of the EC. 

         i) Duties of the Office Bearers

President

The President shall be the chief executive officer of the organization. He/she shall preside at all meetings of the members and the EC, oversee the general and proper conduct of the business of the ICS and shall ensure that all the decisions and resolutions of the General Body of members and the EC are carried out appropriately. The President shall render an annual report on the status of organization at the annual meeting of the General Body of members. 

When necessary, the President shall have a tie-break vote, in addition to his/her individual vote. 

Vice President

The Vice president shall have all the authority and the responsibilities of the President in absence or disability of the President. He/she will assist and advise the President as needed. 

Secretary

The Secretary shall: 

● Record the proceedings of all meetings of the EC and ICS Committee and the General Body of members. ● Distribute minutes of meetings within two (2) weeks of the meeting to all EC and IC members. 

● Distribute minutes of the GBM within 30 days to the EC. 

● Issue notice of the date, time, and location of ICS meetings. Advance notification should be provided for all meetings: one week notice for the EC and 30 days for GBM if feasible. . 

● Respond to the incoming correspondence and maintain all necessary correspondence of the Organization 

● Maintain all documents and records of ICS as required by law for the proper and smooth functioning of all ICS activities. 

TREASURER

● Maintain custody of ICS funds and securities. 

● Maintain full and accurate account of ICS’ receipts and distributions. 

● Deposit all money and other valuables in the name and credit of ICS in such depositories as may be designated by the EC. 

● Disburse ICS funds authorized by the EC and maintain proper vouchers and records for all disbursements. 

● Present to the EC at their regular meetings or whenever required account of all transactions conducted as a Treasurer and of the financial condition of ICS. 

● Present a full financial report at the Annual General Body meeting of members. 

● Prepare and present an annual budget for ICS activities to the EC and ICS Committee. 

● Request reports and statements regarding all financial transactions from EC, ICS committee members and from other members delegated any fiscal activity. Provide EC members periodic (monthly or as requested by the Board) status reports. 

● Ensures that the organization maintains valid and effective insurance coverage for general liability. 

Ensures that the organization is in compliance with tax filings. 

● Provide accurate and timely financial reports to the ICS accountant for tax filing 

● Coordinate periodically (every quarter) with ICS-T treasurer and accountant to meet fiscal compliance and annual regulatory reporting requirements. 

 Unassigned duties

Members of ICS Committee without assigned office titles shall assign amongst themselves all other functions and assignments including: correspondence with organizations, public relations, follow-up of projects, etc. Each member shall provide the EC a progress/status report at each meeting. 

j. Budgets

The EC must review and approve annual budgets for the various operations of ICS within 30 days of the EC being formed. Any changes in the budgets must be approved by a simple majority of the attending members of the EC. 

k. Voting in the meetings of EC members

The minimum quorum requirement is of 5 members. The President, or in his absence the Vice President, shall preside over such meetings; in their absence the EC members may elect any other EC member to chair the meeting. 

l. Liabilities

The EC or any officers acting in their official capacity on ICS’ behalf shall not be held financially liable jointly and/or separately for the transactions conducted on behalf of ICS. However, the members of the EC and or any officers shall be personally liable for the consequences of any fraud or criminal conduct. 

3. Meetings

ICS will hold 3 types of meetings: (a) monthly EC and ICS Committee meetings (b) ad hoc meetings, and (c) the annual general body meeting. Advance notice will be provided for all regular and ad hoc meetings. EC and Committee members unable to attend these meetings should inform the president or secretary in advance of the meeting. Three continuous unexcused absences may call for the person to be removed from the committee. 

Individuals attending such meetings shall conduct themselves in a professional and nondisruptive manner. Behavior that is deemed excessively disruptive shall not be tolerated by the EC. The EC has the right to eject such individuals from the meeting(s). 

4. Membership

a. An individual or family paying an annual fee, decided by the EC for that calendar year. The annual fee covers a 12-month period, generally from Q4 of one calendar year to Q3 of the following year. 

Membership rights cannot be transferred to heirs or any other related or unrelated individual(s). 

b. The Executive Committee (EC) may, from time to time, add new categories of membership subject to the approval by a simple majority of attending members in the Annual General Body Meeting in the following year. 

c. A member may request to terminate his or her membership. No refunds of membership or other donations can be claimed or disbursed at any time. A membership is not transferable. 

d. The EC may recommend to the GB the termination and discontinuation of any membership not in the best interest of the organization or its goals and objectives. The 

member – whose membership is subject to termination – may oppose this decision and must be permitted to make a formal statement at a GBM explaining his or her reasons for protesting the decision of the EC. The GB will determine by a simple majority vote if such membership shall be terminated. A member, whose membership is terminated, will not be entitled to any refund of his annual membership fee to ICS; further, members who have had their membership terminated shall not be readmitted to ICS for a period of 2 years following the termination of membership. 

5. Office

The EC shall maintain an ICS address, as decided by the EC.

6. Meeting Location

Annual and other meetings of the EC, membership, and any official committees, may be held at any suitable place in New Jersey and shall be chaired by the President or any other person designated by the EC. An annual meeting of the members shall be held annually for the election of EC members and other committee members and the transaction of other business. A notice of meeting with the proposed agenda shall be sent to the members at least ten calendar days prior to the Annual General Body Meeting. 

7. Agenda for the Annual General Body Meeting

i. Call the meeting to order – the Chairperson of the meeting 

ii Present the Proof of notice of meeting or waiver thereof 

iii Present minutes of last annual meeting for approval 

iv Report of officers, committees, etc. 

v Election of EC members / IC members 

vi Vote on proposed resolutions, if any. 

vii Announce awards and recognitions 

viii Handover relevant records to incoming EC 

ix Other business with the approval of the Chairperson. 

8. Resolutions and Amendments to Articles of Organization or by-laws, etc.

The EC may propose – by a simple majority vote of attending EC members, subject to the quorum, resolutions at the Annual General Body Meeting either to amend or expand the Articles of Organization or by-laws. Members may also propose resolutions to be placed before the General Body. A notice to propose a resolution and its contents must be mailed to ICS official address at least 15 days before the annual general body meeting. 

9. Quorum, Adjournment of Meetings, etc.

The quorum requirements for changes to the constitution shall consist of two-third of the complete membership. The quorum requirement for an annual general body shall be no less than 15 voting members present at the meeting. 

10. Voting by Members

Members can cast only the number of votes their memberships entitles them. Individual members are entitled to 1 vote; a “family” is entitled to 2 votes. Members may request the person presiding for appointment of one or more inspectors to supervise any such voting. 

11. Trustee

The current President, two immediate former Presidents, and at least one Trustee will be asked to form the committee to identify and select incoming Trustees. Eligible candidates include those: a) who are well respected in the Indian and larger community, b) who have been affiliated with ICS for at least three to five years, c) who can be relied on to promote the mission and objectives of ICS. East Brunswick residency is preferred but not required. 

Three individuals shall be invited, at the request of ICS, to serve as trustees to the organization. The term for each Trustee is 5 years and can be extended up to 2 years if circumstances require. The trustee may elect to resign before the end of his/her term. As with the EC and other members, trustees can be removed with/without cause by a 2/3rd majority of the members attending the general body meeting. 

The duties of the Trustees, include: Work with the EC to deliver on the goals of the organization. The Trustees will meet with ICS and ICS-T leadership on a quarterly basis, or more frequently required. The meeting pre-specified concerns, updates, and upcoming plans 

Call “special” meetings. If the Trustees decide that it is in the best interest of the organization to call a special general body meeting, they may proceed to do so. One of the Trustees will preside at this meeting and present the purpose of the meeting and possible solutions; voting by a simple majority of attending members is acceptable at such special meetings. 

12. Applicable Laws

Notwithstanding any other provisions of these articles, the organization is established for one or more of the following purposes: charitable, social, cultural, educational, as specified in section 501 © (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 © (3) of the Internal Revenue Code of 1954. 

13. Earnings

No part of earnings of the organization shall be used to the individual and/or personal benefit of any member, EC member, officer of the organization or any private individual (except that reasonable compensation as decided by the EC, and as approved at the AGM or a special meeting convened for that purpose, may be paid for the services rendered to or for the organization). If ICS EC or ICS-T AD approves of funding received via grants, ICS will comply with the terms and conditions of the grant. No EC, ICS member, trustee, or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization. 

14. Prohibitions

No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by the Internal Revenue Code Section 501 (h), or participating in, or intervening in (including the publication, distribution of statements), any political campaign on behalf of any candidate for public office. 

15. Dissolution

In the event of dissolution, all the remaining assets and any property of the organization shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 501 © (3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as in the judgment of the Supreme Court of the State of New Jersey will best accomplish the general purposes for which this organization was formed. 

Part II

By-laws

1. ICS shall always comply with all the applicable rules and regulations set forth from time to time by the State of New Jersey and the Government of the United States of America. 

2. All members in good standing will constitute the General Body. Individual membership carries 1 vote; family membership carries 2 votes. 

3. A calendar year will be used for reckoning membership and for accounting purposes. 

4. No officer or member of ICS will be paid for the services rendered to the organization. An officer or a member may be reimbursed for reasonable expenses incurred and approved by the EC. The EC may impose limits on such reimbursements and will issue guidelines for types of expenses that may be reimbursable. Should it become necessary to utilize professional or other services by a member or his business in exchange for fair compensation for these services paid by ICS, this should be specifically reported in ICS’ newsletter. ICS members may be reimbursed from funds from grants, if required by the terms and conditions of a grant received by ICS. 

6. EC will have complete control over ICS funds. The EC shall have a full right to reduce or stop its aid to any or all projects at any time without being required to give any reasons. However, any such decision to reduce or stop ICS funding to any or all projects should be explained and communicated to the membership. 

7. No organization receiving or requesting aid from ICS shall influence or attempt to influence any decision of ICS. . 

8. The EC will ensure that all funds donated by ICS are utilized properly and may ask the recipient organization for documents and statements for verification. 

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