AMENDED ARTICLES OF INCORPORATION
OF
BENGALI SOCIETY OF FLORIDA, INC.
A corporation not for profit
Amendment Date May 8, 1991
We, the undersigned, with other persons, being desirous of forming a corporation for charitable and philanthropic purposes, and for the advancement of learning under the provisions of Chapter 617 of the Florida Statutes do agree to the following:
ARTICLE I. NAME
The name of the organization shall be BENGALI SOCIETY OF FLORIDA, INC., hereinafter called the Society.
ARTICLE II. OBJECTIVES
The purposes of the corporation are educational, scientific and charitable purposes within the meaning of Section 501©(3) of the United States Internal Revenue Code of 1954, as amended, and in this connection to provide a national forum in which people of the Indian subcontinent living in the U. S. and other persons interested in India may gather, disseminate and exchange information about Indian (in particular Bengali) culture, literature, art, music, history and religions in order to preserve a sense of identity as an ethnic group in the U. S., and to engage in cooperative efforts to organize and participate in cultural, educational, and religious activities in the U. S. and abroad.
In addition, the Society shall exercise all of the rights, powers and privileges afforded corporations not for profit under the laws of the State of Florida as they presently exist and may hereafter be amended
ARTICLE III. MEMBERSHIP
Section 1. Membership shall be of four types: Regular Members and Associate members, Junior members and Honorary members.
Section 2. Regular Members – Individuals of 18 years or higher age willing to pledge support for the advancement of Society’s goals may become Regular Members of the Society. All Regular Members shall be eligible to become members of the Board of Directors of the corporation and shall be voting members. Regular Members shall pay an initiation fee and an annual membership dues as determined by the Board of Directors from time to time.
Section 3. Associate Members – All persons, Members, who shares an interest in the Society’s objectives may become associate members in accordance with rules that may be established by the Board of Directors. Associate members will be non-voting members. Associate members may be individuals or organizations.
Section 4. Junior Members – The persons of age less than 18 in the immediate families of the Regular Members will become Junior Members of the Society.
Section 5. – Honorary Members – The Nominating Committee will nominate persons of high intellectual, social, cultural or financial achievement who share an interest in the Society’s objectives to become Honorary members of the Society. Honorary members will be non-voting. Honorary members could be individuals or organizations.
ARTICLE IV. TERM OF EXISTENCE
The Society shall exist perpetually.
ARTICLE V. SUBSCRIBERS
The names and residences of the subscribers to these articles are:
Sukumar Banerjee : 6854 Bittersweet Lane, Orlando, FL 32811
Ratan K. Guha : 2901 Lolissa Lane, Maitland, FL 32751
Amar Mukhopadhyay : 105 Lamorak Lane, Maitland, FL 32751
Deblina Rudra : 4401 Lake Trudy Drive, St. Cloud, FL 32811
ARTICLE VI. OFFICERS
Section 1. The officers of the Society shall consist of a President, a Vice President, a Treasurer, two a Secretaries and two members at large. The officers shall also serve as Board of Directors and Executive Committee for a two calendar years term (January to December).
ARTICLE VII. BOARD OF DIRECTORS
Section 1. The business affairs of the Society shall be managed by the Board of Directors. Each director shall serve a two-year term unless removed pursuant to the by-laws of the Society. In no event shall the number of Directors be less than three. All directors shall be members of the Corporation,
Section 2. The initial Board of Directors who shall hold office until the first meeting are
Amar Mukhopadhyay : 105 Lamorak Ln, Maitland, FL 32751
Deblina Rudra : 4401 Lake Trudy Dr. , St. Cloud, FL 32811
Sukumar Banerjee : 6854 Bittersweet Ln., Orlando, FL 32811
Ratan K. Guha : 2901 Lolissa Ln, Maitland, FL 32751
ARTICLE VIII. EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. Executive Committee. The executive Committee shall have the power to appoint a Nominating Committee, Cultural Committee, and a Study Committee and any other ad hoc or standing committee it deems necessary in the furtherance of the Society’s objectives. The chairman of each standing committee shall be a member of the Executive Committee.
The Executive Committee shall also have the authority to conduct the Society’s business between regular meetings of the Board of Directors. The Executive Committee may also appoint representatives to fill interim vacancies on the Board of Directors.
Section 2. Nominating Committee. The Nominating Committee, designated by the Executive Committee, shall nominate officers for the Society to be presented at the Annual Meeting. The Nominating Committee shall nominate honorary members to the society.
Section 3. Cultural Committee. The Cultural Committee designated by the Executive Committee shall organize cultural and religious activities of the society.
Section 4. Study Committee. The Study Committee designated by the Executive Committee shall organize language schools, library, music and art school, seminars, colloquia, conferences and educational tours necessary in the furtherance of the Society’s objectives.
ARTICLE IX. BY-LAWS
Section 1. The Board of Directors of the Society may provide such by-laws for the conduct of its business and the carrying out of its objectives as they may deem necessary.
Section 2. Upon proper notice the by-laws may be amended, altered or rescinded by a two-thirds majority vote of all members of the Board of Directors.
ARTICLE X. AMENDMENTS
These Articles of Incorporation may be amended at a special meeting called for that purpose or at the Annual Meeting by a two-thirds majority vote of all members of the Board of Directors.
ARTICLE XI. LOCATION
The initial registered office of the Society shall be at 105 Lamorak Lane, Maitland, Florida 32751, or at such other location as the Board of Directors may from time to time select. The Registered Agent of the Corporation is Amar Mukhopadhyay.
ARTICLE XII. NONPROFIT STATUS
No part of the net earnings of the Society shall inure to the benefit of any individual or member, nor shall the Society engage in any conduct which would jeopardize its ability to be recognized or remain recognized as a corporation not for profit under the Internal Revenue Code of the United States, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article II.
Notwithstanding any other provision of these articles, this organization 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 1986 or the corresponding provision of any future United States Internal Revenue law.
ARTICLE XIII. DISSOLUTION
No person, firm or corporation shall ever receive any dividends or profits from the undertaking of this corporation, and upon dissolution of this organization, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under Section 501©(3) of the Internal Revenue Code, or to the Federal Government, or to a state or local government for public purpose, and none of the assets will be distributed to any member officer, director or trustee of this corporation.
IN WITNESS WHEREOF, we, the undersigned subscribing incorporators, have hereunto set our hands and seals this 2nd day of April, 1982, for the purpose of forming this corporation not for profit under the laws of the State of Florida.
Signed
Amar Mukhopadhyay
Ratan Kumar Guha
Deblina Rudra
Sukumar Banerjee
State of Florida )
County of )
Before me a Notary Public duly authorized in the state and county named above to take acknowledgments, personally appeared _________
to me known to be the persons described as subscribers in and who executed the foregoing Articles of Incorporation, and they acknowledged before me that they executed and subscribed to these Articles of Incorporation.
AMENDED BY-LAWS
Amendment Date: December 12, 1991
CHAPTER I – MEMBERSHIP
Section 1. Eligibility — Any person who is a legal resident of U. S. and who is willing to support the objectives of the Bengali Society can be a member of this Society.
Section 2. Classifications – This Society shall be composed of four types of members: Regular Members and Associate members, Junior members and Honorary members.
Regular Members – Individuals of 18 years or higher age willing to pledge support for the advancement of Society’s goals may become Regular Members of the Society. All Regular Members shall be eligible to become members of the Board of Directors of the corporation and shall be voting members. Regular Members shall pay an initiation fee and an annual membership dues as determined by the Board of Directors from time to time. All Regular Members should attend the Society Meetings regularly (not less than fifty percent).
Associate Members – All persons, Members, who share an interest in the Society’s objectives may become associate members in accordance with rules that may be established by the Board of Directors. Associate members will be non-voting members. Associate members may be individuals or organizations.
Junior Members – The persons of age less than 18 in the immediate families of the Regular Members will become Junior Members of the Society.
Honorary Members – The Nominating Committee will nominate persons of high intellectual, social, cultural or financial achievement who share an interest in the Society’s objectives to become Honorary members of the Society. Honorary members will be non-voting. Honorary members could be individuals or organizations.
Section 3. APPLICATION FOR MEMBERSHIP – A candidate for membership shall make application in writing on a form provided by the Secretary of the Society and which shall include the applicant’s age group (above or below 18 years of age), residencies and other necessary information as needed by the Society. The application must be accompanied by the admission fee and the fee shall be determined by the Society and must contain the endorsement of two active members of the Society. The President must approve the admission to membership.
Section 4. WITHDRAWL – A member of good standing who is free from all indebtedness to the Society and against whom no charges are pending wishing to withdraw shall be granted so.
Section 5. DISCIPLINE – A member who has been convicted of a felony or who has violated any of the provision of the Charter and By-Laws of the Constitution shall be liable to censure, suspension or expulsion which shall be determined by the Executive Committee and the majority members of the Society.
CHAPTER II – DUTIES AND RESPONSIBILITIES
Section 1. PURPOSE – It shall be the duty and the responsibility of the Society to strive constantly to achieve the purpose and accomplish the objectives set forth in Article II of the Constitution.
Section 2. POWERS AND LIMITATIONS – This Society shall have the power to acquire and hold title to such real and personal property as may be necessary to accomplish its purposes and to carry on such functions and activities as are deemed necessary to accomplish its purposes; provided however it shall engage in no activity that cannot be reasonable considered incidental or necessary to its charitable, education or scientific and cultural purposes.
Section 3. LIMITATIONS- At least one meeting during each year shall be set apart for discussion of the business affairs, with the view of adapting the best methods for the guidance of all and the dues and the expense for the year can be discussed in the meeting and majority decisions with be final.
CHAPTER III-OFFICERS
Section 1. ELECTION PROCEDURES
(A). OFFICERS – Elections of the officers should be done by the nominating committee appointed by the President. A list of the members nominated by the nominating committee shall be sent to all active members not less than 10 days before the scheduled election. In addition to the nomination from the nominating committee, ample opportunity shall be provided at the election meeting for nominations by the regular members from the floor. All regular members of the Society are eligible for nomination.
Section 2 PRESIDENT- The President shall be the official head of the organization. he shall preside at all meetings of the Society, appoint all committees not otherwise provided for , and shall perform such other duties as are normally required of this office. He shall be, ex officio, a member of all committee where he shall be a member with full rights and privileges. He shall serve as Chairman of the Executive Committee.
Section 3 VICE-PRESIDENT – The Vice-President shall assist the President in the performance of his duties, shall preside in his absence, and on his death, resignations, or removal from the Society, shall succeed to the presidency.
Section 4. SECRETARY – The Secretary shall record the minutes of the meetings and receive and care for all records and papers belonging to the society, including its constitution. He shall notify each member of the Society as to the timer and place of each meeting, and whenever possible, give the program for the meeting. He shall keep account of and promptly turn over to the Treasurer all funds of the Society which may come into his hands. He shall make and keep a list of the members of this Society in good standing, noting of each his correct name and address. He should keep records of all educational, cultural programs of the Society and forward the necessary information to the executive Committee or the annual meeting of the Society if necessary.
Section 5. TREASURER – The Treasurer shall receive all dues and money belonging to the Society from the Secretary or members, and shall pay out the same only on the basis of some previously approved guidelines by the president.
CHAPTER IV – EXECUTIVE COMMITTEE
Section 1. Members – The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, immediate past President and one elected member by the Society at the annual meeting (four members will constitute a quorum).
Section 2. Meetings – The Executive Committee shall hold meetings prior to each meeting of the Society or as it deems necessary.
Section 3. Duties
(A). The Executive Committee shall act as the Board of Directors for the Society. It will arrange and condense the business to be presented to the Society so that the Society meetings will be as efficient and productive as possible.
(B) The committee shall perform all duties specifically delegated to it as provided in the Constitution and By-Laws.
(C) The financial affairs of the Society shall be under supervision and subject to the management of the Executive Committee. The Committee shall elect one or more bank, credit union, savings and loan assoc. or trust companies to act as custodian of all or any part of the funds, investments and security or other properties of assets owned by the Society, shall act as agent of the Society in collecting income therefrom. The Executive Committee may from time to time change custodians as they deem necessary for the interests of the Society.
(D) The Executive Committee shall carry out disciplinary activities of the Society as described in Chapter V, Section 2, of the By-Laws.
Section 4. Review – Any final action taken by the Executive Committee upon any matter whatsoever shall be subject to review and confirmation or rejection by the membership upon written request signed by not less than fifteen percent of the active membership and filed with the Secretary of the Society. As soon as practicable after the filing of the request and in any event fifteen days thereof, the Secretary shall mail to each member of the Society in good standing a ballot, which shall contain a fair abstract of the action to be reviewed and space to indicate the voters choice “for rejection” or “for confirmation”.
If two-thirds of the members voting vote “For rejection”, the questioned action of the Executive Committee shall be declared null and void otherwise it shall stand confirmed.
CHAPTER V – COMMITTEES
Section 1. Nominating Committee – The three members Nominating Committee shall be appointed by the President in consultation of the executive committee and one of the member will be designated as chairperson. The members of the nominating committee shall be in good standing and active paid members of the Society. The nominating committee will provide the names of the president, vice-president, treasurer, two secretaries and two members at large to the President at least 10 days before the scheduled annual meeting where the final nomination will be made. The nominating committee may choose more than one candidates for any position and in such a case there will be an election along with any nomination from the floor and the nominating committee shall act as election committee to distribute and count the ballots. No member of the nominating committee shall select themselves or their close dependents or relatives for any position.
Section 2. Cultural Committee – The Cultural Committee designated by the Executive Committee shall organize cultural and religious activities of the Society. One of the members of the executive committee shall be appointed as a chairperson of this committee by the president.
Section 3. Children’s Activities Committee:- A three members children’s activities committee shall be nominated by the current president for approval by the general members and shall work independently but in harmony with the executive committee for a period of two years. This committee will organize children activities in the following three categories: (i) Library, Language school and conferences for children, (ii) Performing Arts by children including debates, essays and plays (all three in English), music and dances, (iii) Arts and Art objects (idols, paintings, portraits, posters, sculptures) to stimulate higher moral values and spiritual enlightenments. To buy such articles or donate to places where these type of objects are available for our children to visit and acquire knowledge of it. This committee will solicit funds for these activities and shall be kept as a separate account under the heading of children activities fund by the treasurer of the executive committee. One of the members of this committee shall serve as a chairperson and he or she may issue receipt or certificate to the contributors for tax exempt purposes. The initial committee will operate from September 1991 to December 1993. A new committee shall be nominated by the then president of the executive committee for approval by the general members before the end of 1993 or preferably by October 1993 during biannual election. The children’s activities committee shall coordinate its performing arts program in conjunction with the cultural committee of section 2, above.
The Cultural Committee and the Study Committee shall work all the time in close harmony with the President in the preparation of any programs. It shall be the duty of the chairman of the Cultural Committee to be present at all meetings at which the cultural program is to be presented, either the chairman or the designated committee man, shall be in charge of such program.
CHAPTER VI – FUNDS AND EXPENSES
Section 1. Admission Fees – Each new member of the Society shall be charged an initiation or admission fee (to be determined by the Executive Committee) which shall accompany his application. This fee will be in addition to the annual dues and will be returned if the applicant is not granted membership.
Section 2. Annual Dues – The annual dues (determined by the Executive Committee) shall be payable on June 1 of each year. Any member who shall fail to pay his annual dues by October 1, shall be held as suspended without action on the part of the Society. A member suspended for non-payment of the dues shall be restored to full membership on payment of all indebtedness. Members more than one year in the arear shall be dropped from the roll of the members and shall be reinstated only upon payment of his indebtedness in full to the Society. Annual dues for the first year will be prorated according to the month in which the applicant can be accepted for membership.
Section 3. Excused from Dues
(A) All honorary members should be excused from the regular annual dues of the Society.
(B) Active members who for unusual circumstances or some financial situation cannot pay the dues can be excused with the discretion of the Executive Committee.
Section 4. Fiscal Year – The Fiscal year for the Society shall be from May 1 to April 30, inclusive. Funds shall be expended only by the Society check signed by the President and Treasurer based upon authorizations in an annual operating budget approved by the Executive Committee. Emergency expenditures not listed in the budget shall require approval by the Executive Committee.
CHAPTER VII — ORDER OF BUSINESS
The Order of Business shall be as follows:
- Call to order by the President
- Reading of the minutes of the last meeting
- Unfinished business
- New business
- Miscellaneous business
- Announcements
- Adjournment
CHAPTER VIII – RULES AND CONDUCT
The deliberation of the Society shall be governed by the Parliament as contained in Robert’s Rules of Order, revised, unless provided in the Constitution and these By-Laws or unless waived or modified by the two thirds votes of the members at any meeting of the Society.
CHAPTER IX — AMENDMENTS
These By-Laws may be amended at any general meeting by two-thirds vote of the members present and voting, provided that such amendment has been read in open session at the preceding meeting and a copy of same has been sent to each member by the Secretary ten days in advance of the meeting at which final action is to be taken.