The name of the corporation shall be North East Ohio Bengali Association hereafter referred to as “Corporation”. The principal place of business of the corporation shall be in the State of Ohio, and the principal address shall be c/o the Statutory Agent of the Corporation.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

The primary objectives and purposes of this corporation are to organize events that foster the appreciation of Indian and Bengali culture, traditions, arts, and community values. These events may include activities centered around celebrating events, literature, performing arts and other gatherings that promote friendship and cultural enrichment among members of the northeastern Ohio region.

In compliance with the IRS regulations the corporation’s “general purpose fund” will be used for pursuing the objective as per section 2 above, for general administration and management of the organization and for fund raising activities.

If the corporation receives a “specific purpose” (donor restricted) donation, then such fund shall be accounted for separately on the corporation books of accounts and use of that fund shall be for that restricted purpose.

The corporation shall not have more than 7 Directors and collectively they shall be known as the Board of Directors or the Board. In the first year the corporation shall have 6 Directors until election of President for next year. The number of Directors shall never be less than 5. In case for any reason the number of Directors falls below 5, the Board shall elect additional Directors to meet the minimum requirements until the next election.

Directors shall be of the age of majority in the state of Ohio. Other qualifications for Directors of this corporation shall be as follows:

• a)Be a primary member (refer Article 12)
• b)Is not an officer of any organization that is pursuing similar objectives in the same geographical region.

Subject to the provisions of the laws and any limitations in the articles of incorporation and these bylaws, the activities and affairs of this corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board of Directors.

It shall be the duty of the Directors to:

• a)Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
• b)Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
• c)Meet at such times and places as required by these bylaws;
• d)Register their email addresses with the Secretary of the corporation, and notices of meetings emailed to them at such email addresses shall be valid notices thereof.
• e)The Board of Directors shall ensure that the corporation complies with its articles of incorporation, bylaws, IRS 501(c)(3) requirements, and Ohio nonprofit statutes. Directors must actively monitor corporate activities to safeguard the organization’s exempt status and ensure alignment with its mission.

• a)Each non-executive Director shall hold office for a period of 2 Years and until his or her successor is elected by the primary members.
• b)The President shall hold the office of Director for a total period of 2 years which will include 1 year as executive officer (President) and one year as non-executive Director.
• c)Secretary and Treasurer shall be considered as executive Directors but will only serve one year as Directors and shall be eligible for re-election immediately, unlike other Directors.
• d)A non executive Director can not be elected immediately after expiry of his/her term. A gap of one year is required.
• e)Every year an election will be conducted by the Board of Directors between August 15 and September 15. The election shall be conducted using an online ballot where representatives from each primary member family and individual primary members can vote with proper authentication.
• f)Any primary member with good standing can nominate themselves to run for the office of the President by simply writing an email to the Chairperson of the Board, copying the Secretary.
• g)The President Elect becomes part of the Board immediately upon election, but their tenure is counted from the first day of next year when they are formally as President.
• h)In the event the President Elect resigns, OR the primary membership of the corporation rejects his/her appointment with two-third vote before taking office of the President, the Board will carry out fresh elections within a reasonable period for the President. The outgoing President should function as the Acting President until a new President is elected.
• i)Such motion to subsequently reject the candidature of the President Elect should be brought into motion by at least one-third of the primary membership. All such motions need to be voted using the corporation’s online voting system only and any external tool or petition mechanism should not be considered valid unless the same petition is gathered using the corporation’s online ballot system with proper authentication.
• j)In the event of delays in electing a successor, the incumbent Director may remain in office until a replacement is duly elected.

• a)Directors shall serve the Board without receiving any compensation.
• b)Any payments to Directors, for them, being part of an entity (as owner or substantial owner) rendering services to the corporation shall be approved in advance in accordance with the corporation’s conflict of interest policy, as set forth in Article 9 of these bylaws.
• c)Any reimbursements to the Directors for any expense that they may have incurred on behalf of the corporation shall not be considered part of compensation.

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors. Meeting virtually using online meeting tools is a valid meeting if Directors can satisfactorily authenticate themselves. The minutes should clearly state the location.

Directors should meet once every quarter and the meeting date and time should be selected based on mutual convenience. The Secretary shall provide notice for those meetings unless the Directors decide to waive the requirement for such notice (Section 10(c) below).

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the President-elect, the Secretary, any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held in accordance with section 7 above.

Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following rules govern the giving of notice for meetings of the Board of Directors:

• a)Regular Meetings: The Secretary should send the notice to the Board members after a suitable date and time has been agreed upon.
• b)Special Meetings: At least 24 hrs. prior notice shall be given by the Secretary of the corporation to each Director of each special meeting of the Board. The notice can be served using email.
• c)Waiver of Notice: Whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of the articles of incorporation, these bylaws, or the provisions of law, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

A quorum shall consist of 4 of the members of the Board of Directors which should include at least 2 non-executive Directors and 2 executive Directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be conducted by the Board at any meeting at which the required quorum is not present, and the only motion that the chair shall entertain at such a meeting is a motion to adjourn.

Every act or decision made or done by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

• a)Every year, one of the non-executive Directors will be elected as the Chairperson of the Board.
• b)Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or in his or her absence, by the President of the corporation, or in his or her absence, by the President-elect of the corporation, or in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting.
• c)The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the presiding Director shall appoint another person to act as Secretary of the meeting.

Vacancies on the Board of Directors shall exist:

• a)On the death, resignation, or removal of any Director.
• b)Whenever the number of authorized Directors is increased.
• c)Directors removed from office, with or without cause, as permitted by and in accordance with the provisions of the law.

Any Director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the state of Ohio.

Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors, then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by the sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

The Directors and officers of the corporation shall be fully indemnified by the corporation permissible under the provisions of the law.

Except as may otherwise be provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

The officers of the corporation shall include a President, a President-elect, a Secretary, and a Treasurer.

Any person may serve as an officer of this corporation if they are primary members and are in good standing, which means that their membership dues are not in arrears, and they do not have any disciplinary action initiated against them (Board action will only be considered as initiation of such action).

• a)The effective year for the term of office starts on January 1st of every year and ends on Dec 31st of the said year.
• b)The elections will be conducted in the first week of September every year where the President of the following year is elected as well as any vacancies for non-executive Director(s) are filled up.
• c)Upon election the President elect shall serve as an officer and on the Board and automatically becomes the President at the start of next calendar year.
• d)The retiring President shall serve as a non-executive Director for another year and is automatically elected to that position at the end of his/her term.
• e)The other executive officers, the Secretary and Treasurer shall be selected by the President and will serve on the Board as executive Directors for a term of one year only during the term the said President is in office and will retire thereafter.
• f)Any person retiring as non-executive Director is not eligible for re-election unless a period of one year has passed between the date he/she ceased to be a Director and the start date of the new term if he/she gets elected.

• a)Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation.
• b)Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
• c)To remove any officer a motion can be initiated with proper reason for removal:
  • i.by one-third of the primary membership; or
  • ii.by Board with two-third majority; and
  approved by primary members with two-thirds majority in an online ballot or in an Annual General Meeting or Special Meeting with two-thirds vote with proxy.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Board of Directors.

In the absence of the President, or in the event of his or her inability or refusal to act, the President-elect shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The President-elect shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the Board of Directors.

The Secretary shall:

• a)Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.
• b)Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
• c)Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. “Contemporaneously” in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (1) the next meeting of the Board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty (60) days after the date of the meeting or written consent.
• d)See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
• e)Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.
• f)Keep at the principal office of the corporation, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
• g)Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation.
• h)In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

The Treasurer shall:

• a)Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
• b)Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
• c)Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
• d)Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
• e)Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefor.
• f)Render to the President and Directors, whenever requested, an account of any or all his or her transactions as Treasurer and of the financial condition of the corporation.
• g)Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
• h)In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

All officers shall serve without any compensation.

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of Board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.

By a two third majority vote of its members, the Board may at any time revoke or modify any or all the executive committee authority so delegated, increase or decrease but not below two (2) the number of the members of the executive committee, and fill vacancies on the executive committee from the members of the Board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

• a)The corporation shall have a managing committee which should be called EPIC Team (Enabling Progress through Innovation and Collaboration).
• b)This committee may consist of persons who are either General Members or Primary Members of the Association and are recommended by the officers, Board or group of members.
• c)The appointment of these members shall be approved by the President or in the event the office of President is vacant, it can be approved by the Board.
• d)Together with the Executive Committee composed of the officers of the corporation, this committee will be responsible for management of all the events of the association and all activities related to the successful execution of the events.
• e)The President shall be the Chairperson for the managing committee.
• f)Managing committee can appoint other sub committees from time to time depending on the need of the situation and for the purpose of successful execution of the events.
• g)The tenure of the managing committee shall be the calendar year and shall be reappointed by the new President at the start of the year.
• h)The sub-committees may continue to exist at the discretion of the new President and changes to the members and structures can be done with approval from the President.
• i)The members of the managing committee of the corporation shall be fully indemnified by the corporation for their acts on behalf of the corporation for as much as permissible under the provisions of the law.

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

• a)The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
• b)Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

• a)Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or the President of the corporation and above certain limits as the Board may decide the instruments will need to be signed by both the Treasurer and President.
• b)Treasurer shall be the sole officer responsible for making payment through ACH, wire transfer etc.
• c)Both the Treasurer and President shall obtain a debit card from the corporation’s bank and use it for procurement and making any other payment in person or online as per the needs of the situation to manage the corporation’s event. Such Debit cards should be valid only for the tenure of such President and Treasurer.

• a)All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
• b)The Treasurer should not make any payments from any cash collected during an event. Any cash payment should only be made from cash specifically withdrawn for the purpose. All cash collected should be deposited in the corporation’s bank.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation. The acceptance of gifts valued above $10,000 must be reviewed and approved by the Board to ensure alignment with the organization’s mission and compliance with IRS guidelines.

The corporation shall keep at its principal office:

• a)Minutes of all meetings of Directors, committees of the Board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
• b)Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
• c)A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
• d)A copy of the corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
• e)The corporation shall adopt a record retention policy to comply with IRS and state requirements, ensuring that financial, governance, and operational records are retained for a minimum of seven years.

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have the right to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

Each Primary member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

• a)To inspect and copy the record of all members’ names, addresses, and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
• b)To obtain from the Secretary of the corporation, upon written demand on a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
• c)To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
• d)Primary Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

General Members can also be granted the access to inspect and copy records of the corporation subject to making such a request to the Secretary and approval of the Board.

Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the state of Ohio or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law. The annual report, including financial statements and summaries of significant decisions, shall be made available to all members via email and the corporation’s website.

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this 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 provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors or 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 of this corporation in accordance with the provisions of conflict of interest as laid out in Article 9 of these bylaws.

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

• a)Interested Person. Any Director, principal officer, member of a committee with governing Board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
• b)Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  • i.An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
  • ii.A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
  • iii.A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
• c)Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
• d)A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists.

• a)Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement.
• b)Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
• c)Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The Chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  • i.After exercising due diligence, the governing Board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  • ii.If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable.
  In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
• d)Violations of the Conflicts of Interest Policy: If the governing Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action as laid out in these bylaws.

The minutes of meetings of the governing Board and all committees with Board delegated powers shall contain:

• a)The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
• b)The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

This policy solely applies to instances where compensation is paid to a member, officer or Director for any business services provided to the corporation in their personal capacity or by any business which is owned by them or majorly owned by them. As per these bylaws Director or officer is not eligible for any compensation for serving in the office of the corporation. In this respect the following provisions shall be applicable in determining such compensation:

• a)A voting member of the governing Board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
• b)A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
• c)No voting member of the governing Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, whether individually or collectively, is prohibited from providing information to any committee regarding compensation.
• d)When approving compensation for Directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict-of-interest provisions and policies contained in the preceding and following sections of this article as well as applicable paragraphs of this section of this article, the Board or a duly constituted compensation committee of the Board shall also comply with the following additional requirements and procedures:
  • 1)The terms of compensation shall be approved by the Board or compensation committee prior to the first payment of compensation.
  • 2)All members of the Board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement.
  • 3)The Board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation.
  • 4)The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the Board or compensation committee that approved the compensation.

Each Director, principal officer, and member of a committee with governing Board delegated powers shall annually sign a statement that affirms such person:

• a)Has received a copy of the conflicts of interest policy.
• b)Has read and understands the policy.
• c)Has agreed to comply with the policy; and
• d)Understands the corporation is charitable and to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

• a)Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
• b)Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted.

• a)The primary members of this corporation can adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed, and new bylaws adopted.
• b)A motion voted either in person or online (using online voting tools) by two thirds of the primary membership population can only make amendments to these bylaws.
• c)In the event of disputes between members, officers, or Directors that cannot be resolved internally, the corporation shall engage a professional mediator or arbitrator to provide a binding resolution. Mediation costs shall be shared equally by all parties involved unless otherwise agreed.

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of the Secretary of State and used to establish the legal existence of this corporation.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 2186 as amended from time to time, or to corresponding provisions of any future federal tax code.

The corporation shall have two classes of members – General and Primary.

• a)General Members — The General Members are members who pay the annual membership fee with or without the additional event fees separately or in different packages as may be defined by the officers of the corporation from time to time.
• b)Primary Members — The Primary Members are the founder members and any additional members who are admitted to the membership each year after the Board of Directors have scrutinized the list of General members and have unanimously agreed to admit them. Normally, every year there will be one such initiative by the Board to increase the number of primary memberships.
• c)There shall be two types of membership – family and individual. Each family unit can consist of several adults (parents), dependent children and dependent parents.

When the classes of membership are combined with the types of membership, the corporation shall have 4 different classes of membership:

• —General Members (Family), no vote entitlement
• —General Members (Individual), no vote entitlement
• —Primary Member (Family), eligible for 1 vote for family
• —Primary Member (Individual), eligible for 1 vote for self

• d)All individuals who are individual members and all individuals who are part of a family are considered as members as long as they are of majority age, they qualify to be a dependent in terms of IRS rules or are parents of due paying members who are fully dependent on them and are permanent residents of the USA.
• e)Visiting parents of any member or member family are allowed to attend all events without any additional fees but they will not be counted as members for the purposes of section 1(d) above.

a) General Members:

• I.The General Members shall be able to provide feedback, suggestions and complaints about any matter that may concern how the events are conducted and any incident which may have affected them.
• II.The General Members shall be able to receive all information circulated by the managing committee and other information from the executive officers.
• III.The General Members shall not have any voting right in the election of the officials and in amendment of these bylaws.

b) Primary Members:

• I.The Primary Members shall be able to provide feedback, suggestions and complaints about any matter that may concern how the events are conducted and any incident which may have affected them.
• II.The Primary Members shall be able to receive all information circulated by the managing committee and the Board.
• III.The Primary Members shall have voting rights in the election of the officials and in amendment of these bylaws.
• IV.The Primary Members are eligible to attend the Annual General Meeting and participate in all activities carried out by the officers and Board with respect to policy formulation by providing feedback and participate in polls as well as vote on changes to policy and bylaws.

• c)No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the articles of incorporation, the bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.
• d)For the purpose of voting, each Primary Member family or individual should have ONLY ONE VOTE irrespective of the number of adults in those families.

• a)Applicants shall be admitted to general membership by paying the applicable membership fees.
• b)Every year the Board will conduct an exercise where it will scrutinize the general members list and agree unanimously whether the said family or individual can be admitted to primary membership based on their conduct with the corporation, the value that they bring to this corporation and if their addition will enhance the intellectual value of the society.
• c)The Board shall document the criteria and rationale for admitting members to primary membership annually. This criteria will be disclosed to any general or primary member upon request to the Secretary for transparency.
• d)All eligible general members who qualify to primary membership will be notified by the Secretary and requested to apply for primary membership by providing the additional details that may be needed for voting, these individuals or families subject to submission of such information become primary members.
• e)There shall be no additional membership fee for primary membership.
• f)Every year before election, the Board shall circulate the list of primary members.
• g)All the founding members of this corporation signing to these bylaws are by default admitted to primary membership.

• a)The membership and event fees are approved by the Board upon recommendation by the President.
• b)The President should ensure that before increasing any membership and event fee sufficient feedback and approval has been obtained from the primary membership with majority voting in favor of the same using the online voting tools after reviewing the criteria for such increase.

There is no limit on the number of members the corporation may admit.

The corporation shall keep a membership register containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such a register shall be maintained in electronic form and regularly updated by the Treasurer and/or Secretary for any changes.

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

No member may transfer a membership or any right arising therefrom irrespective of the situation that whether their membership stands or is terminated.

The membership of a member shall terminate upon the occurrence of any of the following events:

• a)Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
• b)If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
• c)After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. The Board shall decide to terminate the membership of the individual by two-thirds majority of vote.
• d)Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.
• e)Any individual or family member so terminated shall not be a general member for a period of one year and will not be able to be a primary member again.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

• a)The membership period shall be the calendar year, beginning on January 1st and ending on December 31st.
• b)Membership renewal is due on January 1st. The last date of any renewal is October 31st. Membership fees paid by the end of February will be deemed to have been paid on January 1 and will entitle the membership to go into effect from the beginning of the calendar year.
• c)Membership dues received after February will entitle the membership to go into effect the day the membership dues are received by the Board.
• d)All office bearers of the Corporation must pay their membership dues by the end of February, failing which they cannot serve in their official capacity until the full membership dues are paid.
• e)A person’s membership is active for the fiscal year only if the membership is paid within the above-said period. If membership fees are accepted after the grace period, then that individual will be considered a member for the following year.
• f)To consider a primary member eligible for voting, the membership fee should have been paid a week before the voting begins. Any payment after that deadline will not be able to reinstate the right to vote.

Meetings of members shall be held at the principal office of the corporation or at such other places as may be designated from time to time by resolution of the Board of Directors. The meeting can also be conducted using online meeting tools but in such meetings no motion can be approved other than the motion to adjourn. Any motion brought in any online meeting should be voted subsequently using the corporation’s online voting system.

An Annual General Meeting of primary members shall be held between the second week of August and Second Week of September for the purpose of electing Directors and transacting other business as may come before the meeting.

Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, the President of the corporation, one-third of primary members or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

• a)Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by email, or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting.
• b)If e-mailed, such notice shall be deemed to be delivered as soon as the notice is sent out using the registered email address of the member.
• c)Personal notification includes notification by telephone call, text messages and through other online tools as the President and/or Secretary may deem fit.
• d)The notice of any meeting of members at which the President and Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given.
• e)Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
• f)Accidental omission or non-receipt if meeting notice by any member shall not invalidate the proceedings of the meeting.

• a)The quorum for general meetings shall be one-third of the primary membership. The quorum shall be counted as the number of family members and individual members present. Each family shall be counted as one member and each individual member shall also be counted as one member for the purposes of quorum.
• b)Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion that the chair shall entertain at such meeting is a motion to adjourn.

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the articles of incorporation, these bylaws, or provisions of law require a greater number. In the event of a tied vote, the Chairperson of the meeting shall cast the deciding vote unless otherwise provided by law or these bylaws.

• a)For the purposes of voting, each primary member family shall have one vote which may be cast by the representative of such family in person or by proxy.
• b)Each Individual member shall be entitled to cast one vote in person or by proxy.
• c)Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by or using online voting tools that provide for proper authentication of members and confidential voting.
• d)The President, Chairperson of the Board or the person presiding over the general meeting shall have the discretion to ask for voting on an issue on online platform per section 7(c) above solely based on their judgement of the floor.
• e)In the event of technical issues or disputes regarding online voting results, the Board shall commission an independent audit to verify the results before finalizing decisions.

Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, any action that may be taken at any regular or special meetings of members may be taken without a meeting if the corporation conducts an online ballot for each member entitled to vote on the matter.

The ballot shall:

• i.provide the proposed action;
• ii.provide an opportunity to specify approval or disapproval of each proposal;
• iii.indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted; and
• iv.shall specify the date by which the online ballot must be submitted to be counted. The date set shall afford members a reasonable time within which to submit response in the ballots to the corporation.
• v.The online ballot must be notified in the manner required for giving notice of membership meetings as specified in these bylaws.

• b)Approval of action by online ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
• c)President and Non-executive Directors may be elected by online ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered.

Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson, or in his or her absence, by the President of the corporation or, in his or her absence, by the President-elect of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members present at the meeting.

The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by the rules and policies of the corporation to this effect. Rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.

In order to conduct all meetings and events peacefully, the Board and managing committee should ensure that appropriate security measures are in place which may include but not limited to trained event staff, designated volunteers, third-party security professionals, or, when deemed necessary, law enforcement presence coordinated with the local police department.

The Corporation and its officers should be committed to creating a safe and welcoming environment for all attendees while maintaining transparency and upholding the values of inclusivity and respect.

The corporation shall maintain a comprehensive safety plan, including procedures for medical emergencies, fire evacuations, and managing unruly behavior. All volunteers and staff at events must be briefed on safety protocols.

The Corporation shall not be dissolved without the vote of 75% of total membership at a Special Meeting or in an online ballot specially created for approving dissolution after the majority of the primary membership has successfully brought the motion for dissolution on the floor.

Upon termination or dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets available for distribution to one or more qualifying organizations described in Section 501(c)(3) of Internal Revenue Code.

The dissolution process must include filing necessary documents with the Ohio Secretary of State and submitting a final 990 tax return to the IRS.