Our Bylaws
ARTICLE I
Name. The name of the organization is The Indian Institute of Science Alumni
Association of North America.
ARTICLE II
Objectives
Give back to IISc, to the community, and to rural India towards education and public outreach by volunteering time, talent and financial resources.
Promote, aid, and encourage growth and progress of IISc.
Build a strong IISc Alumni/ae network in North America to achieve the goals.
Promote establishment of chapters of IISc AANA in North America.
Raise and distribute funds for educational and charitable purposes either directly or in cooperation with other non-profit organizations in the U.S. and abroad.
ARTICLE III
Membership: Membership may be granted to any individual that supports the mission and purpose of the organization, and who pays the membership dues if any, as set by the Board of Directors.
There will be three membership categories:
General Members. Any individual graduated from or spent at least 6 months at the IISc conducting studies, research, or teaching is eligible to become a General Member.
Honorary Members: Any individual that supports the mission and purpose of the organization can become an Honorary Member.
Life Members: Any individual who fulfils requirements for the General Membership above and who contributes a one-time donation of $500 (or the amount set by the BOD) to IISc AANA is eligible to become a Life Member.
All the general and life members have voting rights. Only the life members can be office bearers, members of the Executive Committee and of the Board of Directors.
Membership Dues: Dues for members shall be established by the Board of Directors.
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ARTICLE IV
ORGANIZATION
IISc AANA is an autonomous organization and shall be made up of the General Body, Board of Directors, Advisory Board, Management Team, and the Executive Committee.
General Body Membership: The General Body will consist of all the members of IISc AANA. General Body Tasks: The General Body shall determine the basic policies and activities of IISc
AANA.
Board of Directors: The Board of Directors will look after the fiscal welfare and stability of the organization, provide long range planning for the organization and oversee audits of the IISc AANA accounts. Board of Directors will serve for a term of three years which may be renewed for a second term. Board of Directors will elect two Chairpersons for a term of three years which may be renewed for a second term.
Membership: The Board shall consist of not less than five (5) directors and in increments of 2 thereafter. Vacancies existing by reason of resignation, death, incapacity, or removal may be filled by a majority vote of the remaining directors in order to maintain a minimum number of directors. In the event of a tie vote, the Chairperson(s) shall have the deciding vote.
Executive Committee: The Executive Committee shall provide support and execute policies as approved by the Board of Directors and will be responsible for carrying out the functions of IISc AANA. It shall have the responsibility to manage the activities and the conduct of the affairs of the IISc AANA.
Membership: The Executive Committee shall consist of the Presidents of the various chapters of IISc AANA. The Executive Committee will elect its President for a term of three years which may be renewed for a second term. As needed additional members may be added to the Executive Committee.
Advisory Board: The Advisory Board shall advise on the vision and general direction of the IISc AANA.
Membership: The Advisory Board shall consist of past members of the Board of Directors, IISc Alumni/Alumnae who made significant contributions to science, industry, or society, Representatives from IISc Leadership (such as Director, Deputy Director, or nominee of thereof), and Representatives of other Alumni organizations (such as Pan IIT, or Alumni Associations of any leading University in the USA or in India) with similar Vision and Goals.
OFFICERS / MANAGEMENT TEAM –
The officers of the organization will consist of Chairpersons of the Board of Directors and the management team consisting of a CEO, Secretary and a CFO. The management committee will be appointed by the BOD.
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Duties of the Management Team Members:
CEO:
The CEO shall preside at all membership meetings. He/she shall by virtue of his/her office be one of the Board of Directors. He/she shall present at each annual meeting of the organization an annual report of the work of the organization. He/she shall appoint all committees, temporary or permanent. He/she shall see all books, reports and certificates required by law are properly kept or filed. He/she shall be one of the officers who may sign the checks or drafts of the organization. He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
Secretary:
The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state.
He/she shall give and serve all notices to members of this organization. He/she shall be the official custodian of the records of this organization and he/she may be one of the officers required to sign the checks and drafts of the organization. He/she shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He/she shall submit to the Board of Directors any communications which shall be addressed to him/her as Secretary of the organization. He/she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
CFO:
The CFO shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He/she must be one of the officers who shall sign checks or drafts of the organization. He/she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He/she shall exercise all duties incident to the office of CFO.
No officer shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE V
MEETINGS
Notice
Regular or Special meetings may be called by any two (2) members of the Board of Directors by notice emailed to each member of the Board not less than forty-eight (48) hours before such meeting.
Regular Meetings
The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
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Special Meetings
Meetings shall be at such dates, times and places as the Board shall determine.
Quorum
A quorum shall consist of two thirds of the Board attending in person or through teleconferencing or by proxy. All decisions will be by majority vote of those present at a meeting at which a quorum is present.
Participation in Meeting by Virtual Communication Technologies
Members of the Board may participate in a meeting via virtual communication technologies (such as teleconference or videoconference), as long as there is clarity in the audio discussions amongst members.
ARTICLE VI
Elections and Terms of Office
Voting can be in person, via virtual communication, or through email. If the voter prefers to remain anonymous, then provisions shall be provided by the Chairpersons to conduct such a voting confidentially.
At any regular or special meeting, if the majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the presiding officer of such a meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the presiding officer the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
Terms of Office: The Board of Directors will serve a term of three years and can be re-elected for one additional term. The Executive Committee will serve a term of three years and may be renewed for a second term.
ARTICLE VII
IISc AANA FUNDS
Fiscal Year
The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Board of Directors.
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Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Deposits and Accounts
All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the Chairpersons or by any other officer or officers, to whom such power may from time to time be delegated by the Board.
Investments
The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Books and Records
Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
ARTICLE VIII
RULES AND REGULATIONS
The following rules and regulations shall conclusively bind IISc AANA and all persons active for or on behalf of it:
No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer of the Corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, and no member, trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office.
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Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to one or more charitable, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE X
AMENDMENTS
Amendment of Bylaws
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken or by unanimous consent in writing without a meeting.