Veerathamizhar Thirumandram America By Laws

The constitution and bylaws Page.

Article 1 – Name

The name of the organization is “Veerathamizhar Thirumandram America“, herein referred to as “VTMA” and registered as a non-profit organization under the laws of the state of Oregon, USA.

Article 2 – Objectives

VTMA is a membership-based non-profit organization formed by the Tamil language speaking people of USA. The objectives of this organization are to promote the awareness of Tamil culture, Tamil heritage through social, cultural, literary, charitable and educational activities.

VTMA will support and promote such other exempt non-profit organizations (under section 501-C (3) of the Internal Revenue code, or the corresponding section of any future federal tax code) involved in similar activities.

Article 3 – Nature of the Organization

1. Members of VTMA shall acquire no individual interest in the property or assets of VTMA by virtue of their membership therein.

2. VTMA will not engage in any other activity or activities, except in furtherance of the purposes as written in the Initial Articles of Incorporation of VTMA under the laws of the state of Oregon, and hence forth will be referred to as the Constitution in this bylaws document.

3. VTMA will not participate in any political campaign for and on behalf of any candidate standing for public office in the USA or elsewhere. VTMA shall not support anyone, including any of its members for any political campaign whatsoever in the USA or elsewhere.

4. VTMA will not engage in activities deemed unlawful in any jurisdiction where it conducts business.

5. No part of the property or assets of VTMA shall be devoted to any purpose other than the purposes mentioned in the Articles of Incorporation of VTMA.

6. The VTMA organizational bodies consists of Board of Directors, hereafter referred to as “BOD”, Executive Committee, hereafter referred to as “EC”, General Council, hereafter referred to as “GC” and General Body, hereafter referred to as “GB”.

7. Members of VTMA shall not be held personally responsible or liable in any lawsuit against VTMA and for any debt incurred by VTMA. The extent of liability of members and officers shall be limited to the unpaid membership dues and for no more.

8. For all official events, VTMA shall use “Thamizhukkum Amuthendru Per” penned by Poet Thiru Bharathidasan as the invocation song.

9. Rules and Laws: The latest edition of Robert’s Rules of Order shall be the authority on all questions of procedures that are not specifically stated in VTMA’s bylaws. VTMA is subject to all applicable local, state and federal laws of the United States, which shall govern in the case of any conflict between them and VTMA’s bylaws.

10. No members serving in the EC, GC, BOD or any subcommittee of VTMA shall receive, directly or indirectly, any salary, compensation or emoluments thereof, due solely to his or her position with the VTMA.

Article 4 – Membership

1. Any individual, over 18 years of age, living in the United States of America (USA), who accepts the constitution and bylaws of VTMA and the objectives for which it stands will be eligible to be a member of the VTMA.

2. The BOD reserves the right to deny or rescind membership based on:

2.1. Activities (both for profit and non-profit) of any individual which conflict with the goals of the VTMA.

2.2. Any member using VTMA to advance political or commercial interests.

2.3. Members removed from any of the VTMA Committees or subcommittees due to disciplinary actions.

3. Types of memberships and basic rights:

3.1. There shall be three (3) categories of membership.

3.1.1. Individual Membership: This is open to individuals above 18 years of age and they have the right to cast a single vote for the election of the GC members and are eligible to hold office in the EC, GC and other subcommittees.

3.1.2. Family Membership: This is open to families up to a maximum of 2 adults and their children up to 18 years of age. Both husband and wife or a maximum of two adults

living in the same household are eligible to cast one vote each for the election of the GC members and are eligible to hold office in the EC, GC and other subcommittees.

3.1.3. Life Membership: This is open to families or individuals who would like to pay a lump sum fee/donation as determined by the BOD and associate themselves as life members of the organization.

3.1.3.1. Individual and family life members have the same voting rights for the election of the GC members as individual and family members and are eligible to hold office in the EC, GC and other subcommittees.

4. Membership Dues

4.1. The fiscal year shall be determined by the BOD, which shall be the accounting period for the Organization.

4.2. Individual and family members shall pay annual dues which shall be determined and reviewed as needed by the EC and BOD.

4.3. Members who paid their membership dues 90 days before the elections are eligible to vote and be a candidate for elections during that year.

4.4. Membership fees are not refundable or transferable.

4.5. It may be necessary in the future to alter the membership fee due to changes in the cost of goods and services. The EC and BOD shall evaluate such changes appropriately and establish revised new fee structure. Any changes shall be announced at the end of the year General Body meeting. All changes shall be in effect for the following fiscal year.

5. Member in good standing

5.1. A person who has paid the membership dues in the above categories and is in compliance with the objectives as outlined in Article 2.

Article 5 – General Body

1. The General Body of VTMA shall consist of all current active members. Active members are those who paid individual/family membership for the year or hold life membership and are in good standing.

2. The General Body shall have the power to elect the General Council (GC) members.

3. The annual General Body Meeting (GBM) of VTMA shall be conducted annually at a time and date approved by the BOD, to discuss the election process of vacant GC positions.

Article 6 – Executive Committee, General Council, Terms of Office, and Responsibilities

1. Administration and Officers

1.1. The EC shall be composed of five (5) members – President, Vice President, Secretary, Joint- Secretary and Treasurer.

1.2. VTMA wants to ensure diversity within our leadership; In accordance with this objective 2 EC member positions (40%) shall be allocated to Women; 2 EC member positions (40%) shall be allocated to Men and one EC member position (20%) shall be a common position to be contested by both Women and Men. This provision shall take effect for the EC as selected in calendar year 2023.

1.3. BOD shall convert the Men and Women positions into common positions if nominations are not received in those categories.

1.4. The General Council shall be composed of a maximum of twenty-seven (27) members.

2. Terms of Office

2.1. Executive Committee:

2.1.1. The terms of office for the members of the EC shall be for a period of one (1) year (January1st – December 31st).

2.1.1.1. The Term of outgoing Treasurer shall be until the end of the fiscal year which shall be the accounting period for the Organization as determined by BOD to ensure proper tax filing, audit requirements and transition to the incoming Treasurer.

2.1.1.2. Members of the EC shall not hold office for more than three successive terms but not hold the same post for more than one year.

2.2. General Council:

2.2.1. Members of GC shall not have a term limit.

2.3. The BOD with 2/3 majority shall have the right to discharge or remove any EC or GC member who is found to not be performing their duties in the activities of VTMA and such vacancies shall be filled through the election process or nominated by BOD.

2.4. No family, which is family living in the same household or parent/child, shall hold more than one position in any given year in the EC and GC.

3. Vacancies

3.1. In the event that the office of the President becomes vacant in the middle of the elected term, the Vice-President shall hold the office of the President for the rest of the term.

3.2. In the event that the offices of the President and the Vice President become vacant in the middle of the elected term, the Secretary shall hold the office of the President for the rest of the term.

3.3. In case of a vacancy of the offices of Vice-President, Secretary, Joint-Secretary or Treasurer, the vacancy/ vacancies are to be filled within two months of such occurrence by the BOD by selecting among the members of EC. If the members of EC are not interested, the BOD shall seek nominations from the General Council.

3.4. In the event that the offices of three or more elected Officers of the EC become vacant in the middle of the elected term, the remaining Officers of the EC shall have discussions with the Board of Directors and call for elections.

3.5. If positions become vacant in the middle of the elected term within the EC, the remaining members of the EC shall have discussions with the Board of Directors and shall take on the responsibilities of the vacant positions until new elections can be conducted.

3.6. All vacancies are to be filled within two months of such occurrence if it happens within the first three quarters of the year.

3.7. Any vacant positions arising during the last quarter of the year may not be filled.

4. Eligibility Criteria

4.1. GC nominee shall be a GB member in good standing for a minimum of two years in the immediate past four (4) years.

4.2. EC nominee shall be an elected GC member and should have served for two consecutive years in the GC.

5. Removal

5.1. The President shall act as head of the Executive committee. However, President does not have authority to remove any member elected to the EC and GC. Such a removal requires a two-third majority vote of the BOD.

6. Duties of EC members

6.1. Executive Committee

6.1.1. The EC bears overall responsibility for conducting the events of VTMA under the

supervision of BOD.

6.1.2. The EC shall govern and direct activities of importance to the Tamil Community of VTMA.

6.1.3. The EC and BOD has the authority to appoint necessary ad-hoc committees and direct their activities to carry out specific projects, events or tasks.

6.1.4. Prior to the first cultural event of the year the newly elected EC shall communicate any changes in the annual dues to all the members via electronic mail.

6.1.5. The EC should submit the events plan to BOD for approval. Only after BOD approval, EC should announce the events to the VTMA members and public.

6.2. President

6.2.1. The President is the Chief Executive Officer and Presiding officer of VTMA and shall perform all duties that promote the mission and objectives of the Organization.

6.2.2. The President shall preside over all the meetings of the EC.

6.2.3. The President shall designate committees to represent VTMA at other national

organization meetings or events with the approval of the EC and BOD.

6.2.4. The President with the approval of the EC and BOD shall appoint special and ad-hoc committees as may be necessary to further the Organization’s objectives and monitor the progress. With the approval of the EC and BOD, the President may direct such special and ad-hoc committees to be discontinued when its purpose has been served.

6.3. Vice President

6.3.1. The Vice-President shall perform the duties of the President in the absence of the

President and when so acting shall possess the responsibilities and authority established from Article 6 for the President.

6.3.2. The Vice-President may be assigned to one or more special projects.

6.3.3. The Vice-President shall perform such other duties as assigned by the President or BOD.

6.3.4. The Vice President shall be responsible for planning the activities during VTMA events.

6.4. Secretary

6.4.1. The Secretary shall record, distribute and archive the minutes from the meetings of the EC.

6.4.2. The Secretary shall maintain contact information and details of the BOD, EC and GC members.

6.4.3. In addition, the Secretary shall maintain all pertinent records and information regarding the Organization, including any inventories of the goods owned by the Organization.

6.4.4. The Secretary shall be responsible to schedule the EC meetings in consultation with the rest of the EC members and BOD. The President shall decide the frequency of the meetings.

6.4.5. The Secretary shall maintain a current list of all members of VTMA.

6.4.6. The Secretary shall be responsible for the communications to be sent to all members, notices of all meetings and functions held in the name of, or on behalf of the VTMA.

6.4.7. The Secretary shall perform such other duties as may be assigned to him/her by the President or BOD.

6.5. Joint Secretary

6.5.1. The Joint Secretary shall lead the communications committee of VTMA.

6.5.2. The Joint Secretary shall arrange for meeting places, and reserve auditorium, venues and other logistics for VTMA functions.

6.5.3. The Joint Secretary shall be responsible for the VTMA Newsletter.

6.5.4. The Joint Secretary along with Secretary shall be responsible for the communications to be sent to all members, notices of all meetings and functions held in the name of, or on behalf of the VTMA.

6.5.5. The Joint Secretary shall perform all the duties of the Secretary in his/her absence and other duties assigned to him/her by the President or BOD.

6.6. Treasurer

6.6.1. The Treasurer shall maintain all financial records for the Organization, which includes payables, receivables and any other transactions performed. The Treasurer shall be the custodian of the funds of the Organization.

6.6.2. The Treasurer shall follow generally accepted accounting principles and present financial statements, bank records as required to the EC and BOD.

6.6.3. The Treasurer provides report of all expenses, balances, and assets of VTMA available funds at meetings.

6.6.4. The Treasurer shall provide an update on the balance sheet after each VTMA event.

6.6.5. The Treasurer shall keep the EC and BOD apprised of IRS regulations and file the necessary tax documents and send the tax deduction notices to the donors.

6.6.6. The Treasurer shall file any certificates/forms required by any statute, Federal or State such as annual property tax, income tax returns by a licensed practitioner.

6.6.7. The Treasurer shall perform such other duties as may be assigned to him/her by the president or BOD.

6.7. Duties of General Council (GC)

6.7.1. The GC bears responsibility for the operational excellence of the VTMA events and hence responsible for planning and execution of the VTMA under the supervision of EC.

6.7.2. The GC members shall be part of various subcommittees and lead the subcommittees under the supervision of EC.

6.7.3. The GC shall elect the EC from its membership.

6.7.4. EC shall work with GC on all operational aspects of VTMA such as Programs, Food, Media, Communication, Sponsorship and all other related operations of VTMA.

6.8. Responsibility of EC and GC members to attend meetings and participate:

6.8.1. Regular Meetings: Regular meetings of EC and GC either in-person or through conference calls shall be held at least once in a month. The frequency shall be decided by the EC and BOD at the beginning of the year.

6.8.2. Special Meetings: Special meetings of the EC and GC may be called for any purpose at any time at the request of any member of the EC. Written or e-mail notice of such request must be provided to the Secretary at least two weeks prior to the requested date of the meeting, and the Secretary shall arrange for such meeting if the majority of EC members agree to the request.

6.8.3. Quorum for EC: The presence of a majority of members of the EC (minimum 3 members) shall be necessary to constitute Quorum for EC meetings. This quorum is necessary to transact VTMA business. A majority vote of those present may transact all businesses, except as otherwise provided.

6.8.4. Participation by electronic means in meetings: Members may participate and vote in meetings of EC by electronic means such as telephone, audio/video conference, and other means where their identity can be verified by others present at the meeting.

6.8.5. All GC members are expected to attend all GC meetings and participate effectively in running the operation of VTMA. All EC members are expected to attend both EC and GC meetings and participate effectively in running the operation of VTMA. If an EC and GC member is habitually absent, i.e. absent for three consecutive meetings, without a reasonable cause for such absence, EC and BOD may, by 2/3rds majority, vote to remove that member from the EC or GC. Once the removal is approved by a 2/3rds majority vote of the EC and BOD, that member will be ineligible to serve as a member of the GC or EC for the remainder of his/her term.

6.8.6. Within 7 days, such removal should be communicated to the general body by updating the VTMA website.

Article 7 – Election Protocol

1. Executive Committee

1.1. Elections shall be held by the end of November of each year at the Annual General Body Meeting.

1.2. The Vice president is automatically advanced to the president.

1.3. If the Vice president prefers not to serve as President for the following year, the next in line Secretary shall become the President.

1.4. If both the Vice President and Secretary decide not to continue as President for the following year, a new President shall be elected from among the Executive Committee members by the current EC and BOD.

1.5. Vice president, Secretary, Joint-Secretary and Treasurer of the EC are to be elected every year and their terms of office shall be as defined in Article 6.

1.6. The BOD shall form the Election Committee.

1.7. The Election Committee shall be in place by the end of September. This committee shall conduct elections for that year and certify the results. The elections shall be conducted by secret ballot and simple majority shall govern. Detailed procedures for the election shall be determined by the Election Committee and communicated to the general body prior to the elections.

1.8. Communication seeking nominations for the election shall be sent at least 45 days prior to the election by the Election Committee.

2. Electoral College

2.1. Electoral college for GC election shall consist of all GB members in “good standing”.

2.2. GB members in “good standing” are eligible to contest and vote in the GC elections.

2.3. Members who have indulged in activities against the objectives and wellbeing of the organization and have been subjected to “disciplinary” measures cannot compete for election to the GC during 5-year period following the date of disciplinary action. Any Member removed on such grounds shall be subject to the same 5-year period which shall run from the date of any reinstatement.

2.4. BOD shall publish a “current official list of GB members in “good standing” in the VTMA magazine prior to the call for election.

2.5. This list shall be the “official list of eligible voters” who can cast ballots for the election to the GC.

2.6. The GC members shall form the electoral college to elect the 4 EC positions –

Vice-President, Secretary, Joint-Secretary and Treasurer.

3. Eligibility to contest for EC and GC:

3.1. EC nominee must be a VTMA member in good standing for a minimum of two years and should be a GC member for two consecutive years in the GC.

3.2. GC nominee shall be a GB member in good standing for a minimum of two years in the immediate past four (4) years.

3.3. The GC nominees shall submit at least two positive references from the current members of GC or EC or BOD.

4. Election Phases and their deadlines:

4.1. Election Officers shall conduct election for the vacant positions in the GC in the first phase.

4.2. Election Officers shall conduct election in the second phase for the EC positions such as Vice-President, Secretary, Joint-Secretary and Treasurer.

5. Nominations:

5.1. Nominations for the vacant GC positions shall be solicited from the General body in the first phase of the elections. A member may nominate themselves, however all nominations must have two positive references from GC or EC or BOD members other than the candidate to be accepted.

5.2. Nominations for the 4 EC positions such as Vice-President, Secretary, Joint-Secretary and Treasurer shall be solicited from the General Council in the second phase of the elections.

5.3. Members of the Election Committee may not nominate themselves for the office.

5.4. Deadline for receiving nominations shall be at least three weeks before the election.

6. Casting of ballots and election results

6.1. Casting of ballots (votes) shall be by electronic or paper, via official ballot forms issued by the Election committee.

6.2. The electronic ballots shall be sent to the email of the member as registered in the VTMA database.

6.3. The electronic ballots through email or web should be submitted only once, for which the election committee shall issue an acknowledgment receipt.

6.4. Within 5 days of the closing date for sending of ballots, the election committee shall release an official list of election results, indicating the number of votes received by each candidate along with number of votes declared invalid.

6.5. The results announced by election committee are final. When in doubt, candidate may seek clarification and review of their case directly with the election committee by submitting written notice.

Article 8 – Board of Directors (BOD)

1. Duties and responsibilities of the BOD:

1.1.1. The Board of Directors (BOD) shall be responsible for the strategic and long-term

objectives of the VTMA, as defined in Article 2 of the constitution, and hence the BOD is

entrusted with the responsibility to oversee proper execution of VTMA’s Constitution,

bylaws, and discharge of duties by the EC and GC as outlined in the bylaws.

1.1.2. The Board of Directors (BOD) shall be responsible for setting long term objectives of the association and governance of the VTMA EC and GC.

1.1.3. The Board of Directors (BOD) shall have the right to appoint and remove the EC and GC members, conduct annual election, supervise the audit activities and governance of VTMA.

1.1.4. The Board of Directors shall be composed of a maximum of seven (7) members who shall be.

1.1.4.1. Three (3) Permanent Directors, who are the founders of the VTMA and also the “First Board of Trustees” as set forth in the Articles of Incorporation.

1.1.4.1.1. The Permanent Directors cannot be removed from the BOD by any VTMA

organizational body including the BOD.

1.1.4.1.2. If the permanent positions become vacant due to any reason, those vacant

positions will be converted to positions with a term limit of two (2) years and

follow the procedures outlined in 1.1.4.2.1 of Article 8.

1.1.4.2. Up to Four (4) Directors who shall serve with a term limit of two (2) years and shall be elected by the majority of the BOD.

1.1.4.2.1. BOD members shall be past VTMA Presidents or past EC/GC members or

community members of good standing who are VTMA members for a minimum

of two years in good standing and shall have served the VTMA or the VTMA Tamil Community in either an official or ad- hoc capacity in the past.

1.1.4.2.2. If any of the Directors who are serving with a term-limit resigns or is removed

mid-term during the year, the rest of BOD shall fill that vacant position as

outlined in 1.1.4.2.1 of Article 8.

2. Transition Issues: BOD shall oversee that the proper transfer of documents and other matters related to assets and liabilities of VTMA to newly elected EC and newly elected BOD chairman.

2.1.1. Transfer of responsibilities between incoming and outgoing Treasurer shall follow the fiscal year as determined by the BOD which shall be the accounting period for the

Organization.

3. Election:

3.1. The Board of Directors shall elect their Chairman every year through a majority vote of all its members before December 31. For purposes of this election more than half of the Board of Directors must be present to constitute a quorum.

3.2. The Chairman will have the right to cast one vote in all BOD decisions including the election of the Chairman. A person elected as Chair shall hold that position for a maximum period of one calendar year.

4. Meetings:

4.1. The BOD shall meet before every major VTMA event.

4.2. The BOD shall review the VTMA event plan submitted by EC to ensure it meets the strategic goals of VTMA. Any BOD decision on the VTMA event plan will be binding on the EC and GC members.

4.3. BOD members may participate and vote in meetings of the board by electronic means.

4.4. Additional BOD meetings can also be held at the request of a BOD member.

4.5. The Chairman can call for BOD meetings by giving at least 1-week notice of the meeting to all board members along with an agenda, and can cast, in case of a tie, a tiebreaking vote (in addition to his/her own vote).

5. Auditing:

5.1. The VTMA BOD shall appoint an internal Auditing Committee that shall consist of BOD member, Treasurer, incoming and outgoing Treasures during transition period, GC members with the financial knowledge and accounting Practices.

5.2. The BOD member shall be appointed as chair of the audit committee.

5.3. This committee shall have the authority to audit the accounts and submit findings to the BOD.

5.4. Before filing taxes with the Internal Revenue Service (IRS), the BOD shall review the Financial Statements and approve the same. The BOD must provide any disapproval in writing within 14 days of the presentation of these items. The failure to provide a written disapproval within 14 days shall constitute the approval of these items.

5.5. In addition, to ensure VTMA’s compliance with all the 501 C3 nonprofit tax laws as mandated by IRS, the BOD shall conduct external auditing once in two years, through a Certified Public Accounting (CPA) firm.

6. Resolutions passed by BOD:

6.1. Any resolution passed by the BOD that relate to the interpretation of Constitution and bylaws of VTMA, and that upholds and affirms the Constitution and bylaws of

VTMA shall be effective immediately and shall be binding on the EC, GC and other bodies of VTMA, and its members.

6.2. The resolutions ratified by the BOD shall be incorporated into the bylaws as amendments.

Article 9 – Banking Procedures

1. Operations Account: The money collected from membership fees, sponsorship, donations, food revenue, and miscellaneous income shall be deposited in the Operations Account. The money from this account will be used for organizing VTMA programs, functions, meetings, seminars, lectures, and other incidental expenses.

2. Endowment Fund Account: Any surplus money from operations or specific donation to VTMA endowment shall be deposited into Endowment Fund Account. This Endowment Fund Account shall be invested in a long-term fund. The money in the endowment account shall be used for strategic and long-term objectives stated under the Article 2 of the VTMA Constitution. Use of money, as stated in this clause, is subject to 2/3 approval of the Board of Directors. The VTMA EC shall have the powers, only in case of emergencies, to withdraw any interest that is earned on this account, to meet VTMA operational expenses once a year. Such amount shall not exceed $500 and only one such withdrawal shall be permitted without the approval of the BOD.

2.1. Any single transaction over $3000 requires the approval of BOD before execution. All Charity- related disbursements, irrespective of the amount, require the approval of BOD before execution. Once approved by the BOD, the EC has the responsibility to continue the charity work with periodic updates/progress provided to the BOD.

3. Funds available to the new Executive committee: Funds available to the new EC shall be determined at the Budget meeting by EC and BOD and approved by BOD.

4. Handling of surplus money: The year-end surplus money from the operation account shall be distributed to the endowment fund with the approval of BOD.

5. The Treasurer or President or Vice-President shall be the only authorized persons to sign the checks individually up to $3000. Any check exceeding $3000 shall require the signatures of both the Treasurer and the President or Vice-President and approval from BOD.

6. During the transition period either the outgoing Treasurer or the incoming Treasurer shall sign the checks.

7. If payments are made electronically, such payments shall be authorized in writing by payment vouchers signed by both Treasurer and the President or Vice-President, if the amount exceeds $3000.

8. VTMA shall not borrow or incur debt under any circumstance, unless approved by a three-fourths majority of BOD.

Article 10 – Subcommittees with defined tasks

1. BOD and EC shall appoint various subcommittees, as necessary, to extend the capabilities of the EC and GC in the various areas of VTMA’s focus.

2. Any Annual member of VTMA in good standing is eligible for appointment to the positions in a subcommittee by the EC and BOD.

3. The total membership in any subcommittee is decided by the EC and BOD with proper representation from BOD, EC, GC and GB.

4. All subcommittees operate under the overall authority of the BOD.

5. The BOD shall have the right to discharge or remove any subcommittee member who is found uninterested or uninvolved in the activities of the subcommittee, by a 2/3rd vote of BOD.

6. The term of all subcommittees shall cease when the task is completed or when the term for which it was formed expires, whichever is applicable in terms of the duration and the mandate.

Article 11 – Transition and other important items

1. All the yearly transitions to new BOD Chairman, EC and GC should be completed at the earliest for smooth functioning of the organization.

2. Transfer of responsibilities of Treasurer shall follow the fiscal year as determined by the BOD which shall be the accounting period for the Organization.

3. BOD shall oversee the transition procedure from the outgoing VTMA committee to the new VTMA committee.

4. BOD will be the owner of all internal VTMA email groups, VTMA WhatsApp groups and other VTMA Collaboration or distribution groups to ensure the smooth transition from the outgoing VTMA committees to the new VTMA committees.

5. Archives of records and publications: All the archives of VTMA newsletters and other publications, financial information, eLetters and other web contents should be archived and recorded in the transition document.

6. The Email and address lists are proprietary properties of VTMA. No individual EC or GC member owns any personal rights/ownership to these items. The VTMA members listing (mailing address, e-mail address, and phone number) shall be used for distribution of VTMA related information and activities only.

7. All annual (calendar year) contracts of VTMA with any institution or individuals shall be in writing and signed by two of the following three EC members: President, Vice-President and Treasurer.

8. Contracts, the duration of which are multi-year or those that span multiple calendar years, are subject to approval by Board of Directors and must be signed by Chairman of Board of Directors and President.

9. To the extent permitted by applicable law, BOD, EC and GC members shall not be held personally liable for any actions and decisions taken on behalf of VTMA.

10. Personal information of past and current members including the members listing (mailing address, e-mail address and phone number), and equipment, individual software, web pages developed during the year; photographs taken during the programs (performed by the professional artists), etc. are the VTMA’s property. No one should sell, trade, exchange, or utilize in any other manner for personal or third-party gains.

11. No part of the net earnings of VTMA shall be distributed to its members, officers, or other private persons, except that the organization shall be authorized and empowered to pay actual out of pocket expenses incurred by any member in furtherance of the objectives set forth herein.

12. Office holders of VTMA shall avoid conflicts of interest in carrying out their responsibilities.

13. In accordance with the objectives of the organization, preference shall be given to programs which showcase Tamil language, culture and heritage. The following four major events shall be conducted in a year in addition to special events which shall be decided by the EC and BOD.

• Pongal Vizha (January – February)

• Chithirai Vizha (April-May)

• Kodai Vizha (June-July-August)

• Thanithiramaigal – Talent Show (October-November-December)

14. In order to meet expenses incurred during business meetings, the EC is allowed to spend a maximum of $400 per year and the BOD is allowed $100 per year if there are no sponsorships available to cover the cost.

15. BOD, EC, GC and sub-committees may use electronic media (telephone, email, internet/web and other) to hold meetings, voting, and general communication. Such participation by electronic means shall be recorded and minutes maintained and archived.

16. Public forums such as VTMA website, WhatsApp groups, Social Media and other communication platforms will be owned and maintained by BOD.

17. BOD and current VTMA President shall be the admins of all public platforms to ensure long term stability of these forums.

18. For operational efficiency BOD shall assign additional admins from EC or GC members for the public forums.

19. The EC may decide to use the website for collecting membership fee, program admission fee and any other monies.

20. Website, emails, WhatsApp, Social Media and other platforms shall be used for communication with the VTMA members.

Article 12 – Charitable and educational activities:

Charitable Activities

1. VTMA EC along with subcommittee every year shall organize at least one charitable event and perform other charitable activities in Tamil religious or secular local charitable organizations.

2. VTMA shall conduct fund raising events from time to time to raise funds to contribute to local Tamil religious or secular charities.

3. The EC and BOD shall make decision regarding the actual financial contribution to the beneficiary after expenses are considered.

4. The beneficiary will be decided by the EC and BOD.

Educational Activities

1. VTMA encourages and support educational endeavors of members to promote Tamil language as part of VTMA Charity and Educational Services.

2. VTMA Educational Services shall organize Tamil language meetings on special topics from time to time with member speakers or invited guest speakers from other parts of the country or world.

3. Use of website to publish Tamil writings of members (stories, poems, tidbits etc.)

4. VTMA Educational Services shall actively promote educational activities such as Public speaking, Spelling Bee, Debates to help achieve educational excellence in the Tamil community.

Article 13 – Sponsorship, Website, and advertisements:

1. The President, Vice-President, Treasurer and the Sponsorship committee along with BOD shall be responsible for all sponsorships sought by VTMA.

2. To ensure fairness and avoid any conflict of interest, all sponsorships must be approved by the EC and BOD.

3. The sponsorship levels and criteria must be reviewed and approved by the EC and BOD every year.

4. The advertisement to be placed on the website or in any VTMA program brochure will be reviewed and has to be approved by the EC and BOD.

Article 14 – General Protocol and Procedures:

1. The quorum for any meeting of the EC and BOD shall be the majority of its respective members.

2. Wherever silent as to the requirements, simple majority will govern in the decisions.

3. Budget for every event must be reviewed by the EC and plans must be made to work towards a sustainable balanced budget.

4. Due diligence must be made to recover the costs of an event through memberships, sponsorships, admission fees, selling goods, advertisements, promotions, etc.

5. Parliamentary Procedures: In the absence of any provision, in the by-laws of this organization, all members of the association and BOD shall be guided by Parliamentary rules as used and contained in the current edition of Robert’s “Rule of Order”.

6. The VTMA members list (mailing address, e-mail address and phone/WhatsApp numbers) shall be solely used for distribution of VTMA related or any other information deemed beneficial to the members by the EC and BOD.

7. VTMA members list (mailing address, e-mail address, and phone numbers), equipment, individual software, web pages generated during the year, and photographs taken during the year are VTMA property. No one shall sell, trade, exchange or utilize them in any other manner for personal or third-party gains without obtaining permission of general body.

8. Conflicts of Interest: Whenever a BOD, EC or GC member has a financial or personal interest in any matter coming before the BOD, EC or GC, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter.

Article 15 – Amendments to Bylaws

1. The first adoption of the Bylaws will be the responsibility of the founders of the VTMA who are also the “First Board of Trustees” as set forth in the Articles of Incorporation hereafter referred to as “Founders”.

2. After the first adoption of the bylaws, subsequent amendments to bylaws and Articles of Incorporation can be proposed by BOD or EC member except for Article 8.

3. Article 8 in its entirety should be amended only by the Founders. Amendments proposed for other articles shall be approved by 2/3 majority of the BOD.

4. All Amendments shall be submitted in writing to the Chairman of BOD.

5. To ensure a fair review of the proposed changes, the Chairman of BOD shall appoint an ad-hoc committee consisting of five (5) members from the EC, GC, BOD and past VTMA presidents within 45 days to review the proposals. The ad-hoc committee should analyze, get feedback and suggestions about the bylaw changes and forward the feedback and comments to the BOD chairman.

6. The BOD Chairman may seek legal opinion on the proposed amendments and place it in the BOD within 45 days after receiving the recommendations from the ad-hoc committee.

7. The amendments to bylaws and Articles of Incorporation placed before the BOD and will be passed if approved by 2/3 of the BOD.

8. Any amendments to the bylaw cannot be brought before the BOD in the first month of a calendar year.

Article 16– Indemnity

VTMA shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a BOD, EC or GC member against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or

proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in their actions in that capacity.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment

or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

Article 17– Dissolution

In the event of dissolution of the VTMA organization, to the extent allowed under applicable law, after all lawful debts and liabilities of the organization have been paid, all the assets of the organization shall be distributed to, or its assets shall be sold and the proceeds distributed to, another organization organized and operating for the same purposes for which the VTMA organization is organized and operating as outlined in the Articles of Incorporation, or to one or more corporations, funds, or foundations, which shall be selected by the VTMA BOD; provided, however, that any such recipient organization or organizations shall at that time qualify as a exempt from taxation under the provisions of Section 501(a) of the Internal Revenue Code, as an organization described in Section 501 (c)(3) of the Internal Revenue Code, or the corresponding provisions of any future United States Internal Revenue Law.