Bylaws (EIN: 93-1290156)

Article 1: Name of the Association and Mission Statement

Section 1.1: Name of the Association

Name of the association shall be “Greater Portland Telugu Association” , hereafter referred as GPTA. This association is registered as “Domestic Nonprofit Corporation” with Oregon Secretary of State.

Section 1.2: Mission Statement

GPTA is formed to bring together and serve the needs and aspirations of Telugu community of Greater Portland metro area. Our mission is to preserve, protect and propagate the Telugu culture, heritage and language in our area with cultural, literary and educational programs/events for both adults and youth.

Section 1.3: Principal Office

The principal office of the association will be located at the following address: 

3748 NW 115TH Ave Portland OR 97229 

Article 2: Objectives and Purposes

Section 2.1 - IRC Section 501(c) (3) Purposes 

This association is organized exclusively for cultural, educational, and charitable 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. 

Section 2.2 - Specific Objectives and Purposes 

This association is a non-profit organization established with an objective to serve Telugu community in the Greater Portland metro area through cultural, charitable, and educational activities; to solicit, collect, and disburse funds for charitable purposes to meet the goals of the organization; and to preserve, propagate, and perpetuate the cultural heritage and Telugu language of individuals of Telugu origin in Greater Portland Area

Article 3: Organizational Structure

In order for an organization to function to the best of its ability, its members at all tiers should be familiar with the organizational structure of GPTA. All members and office bearers should know how they contribute to the overall objectives of the organization. Organization hereafter in this document shall be known as Association.

An individual at any tier of the Association is referred as GPTA Member.

The Association’s Organization structure comprises the following 3 branches

  • Board of Directors
  • Executive Committee
  • General Committee aka Working Committee.

Section 3.1: Board of Directors

The association’s Board of Directors, hereafter referred as “Board” is comprised of 5 life-time Directors.

The Board is responsible to protect and supervise the overall mission of the Association. Board with the help of other GPTA members shall define and guide the strategic planning and overall direction of the Association.

Board meetings shall be held at times and places suggested and specified by any Board member(s). A quorum at the Board meeting shall consist of a majority of the Board’s membership. Special meetings of the Board may be called by the members of the Board or President on behalf of the Executive Committee(defined later).

A simple majority of Board members in attendance shall constitute a quorum.

In the case of vacancy, the Board shall fill the vacancy by nomination followed by an election if needed. Voting to elect a board member is limited only for current board members serving at the time. Nominations for board membership are open only for the current members of the Executive Committee or General / Working Committee. 

An Executive Committee may be dissolved in totality and called for fresh elections by the Board by a unanimous vote of the Board, if evidence is present that the best interests of the Association are not being served.

The initial round of the permanent Board members is strictly by invitation, which is open only to Founding Members and Past Executive Committee office bearers. Founding members are honorary individuals who were instrumental in the establishment of the Association.

The Bylaws of the Association may be amended, altered, or replaced by a majority vote of the Board.

Board has final authority on restricting types of events that are not aligned with the mission and are not in the interest of the organization. 

A minimum of 2 Board of Directors will always maintain access to the bank records and shall have check signing authority. A Board of directors shall sign and issue a check directly only in the presence of at least 3 other Board of Directors and/or Executive Committee members. 

Board reserves limiting overall expenses of an event. This includes limiting the funds withdrawal from reserves. Board will also maintains access to all electronic assets of the organization, such as but not limiting to Email, Facebook page, Google Drive and Groups, Paypal account etc., 

Entire Board must participate in the voting of Board related motions. 

Section 3.1.1: Board Roles

One of the board members will be designated as the Chair and the other as ChairElect

The tenure of these positions are one year. The tenure of Chair and ChairElect must overlap executive board tenure.

These positions are rotated across the board members on an annual basis. Rotation schedule can be agreed upon in the board through simple majority.

Tenure: Board positions, Chair and ChairElect are from July - June while Executive committee tenure is from Jan - Dec

Section 3.1.2: Chair: Roles and Responsibilities

  • Call and conduct board meetings at regular cadence. At least once per quarter.
  • Set the agenda, and publish minutes for every meeting and distribute to the entire Organization.
  • Act as a tiebreaker if there arises any situation where the election ends-up in a tie.
  • Call and conduct an election for the executive committee and record the new team with appropriate authorities.

Section 3.1.3: ChairElect: Roles and Responsibilities.

  • Incase Chairman can't fulfil his/her duties, step into that role.
  • Partner with Chairman in fulfilling board duties.
  • Will be the Chair for the following term.

Section 3.1.4: Impeachment

A board member can be impeached if there is a solid proof of breaking the pledge. Impeachment motion must be needs the following to pass:

  • Board member impeachment motion can be introduced into the board by any board member. 
  • A motion can contain the impeachment proposal of only one member.
  • Any board member (other than the one in the motion) can veto the motion.
  • When it passed the board, it moves to the current Executive committee, and there it needs 2/3rds of Executive committee’s approval to pass.
  • In the event of a successful impeachment motion, the impeached board member will be removed from the organization immediately and board will move to selecting/nominating a new board member.

Section 3.2: Executive Committee

The Association’s Executive Committee comprises 6 officers and a president elect.

  1. President
  2. Vice President
  3. General Secretary
  4. Treasurer
  5. Cultural Secretary
  6. Media and Communications Secretary
  7. President Elect

The Executive Committee is responsible for day-to-day activities including but not limited to event planning and execution and efforts to carry the Mission of the Association. The Executive Committee functions independently in making decisions that involve in day to day activities.

The Board with a three-fourths vote of majority must approve an Executive Committee’s decision, only when such a decision is deemed to be major.

Election:

The Executive Committee is elected through nomination by simple majority, by combined strength of the Board and the General Committee. The Board must ratify the Executive Committee followed by appropriate resolutions. In the event of elections through ballot, a simple majority of the quorum is used to determine the outcome. 

Elections to be held in special meeting with a minimum of 3 weeks of notice. A member is eligible to vote through attendance in person or through teleconference which shall constitute a quorum. Members can neither participate nor be allowed to vote if they attend past 30 minutes from the beginning of the special election meeting.

The eligibility to get elected into an Executive Committee is open only to the current members, who have served the Association for at least 2 major events in the past 5 consecutive calendar years.

The term of each Executive Committee member (office bearer) is limited to 1 calendar year, term starting from January and ending in December.

Section 3.2.1: President

The President shall be the chief executive officer 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/she shall perform all duties incident to his/her office and such other duties as may be required by law, by these Bylaws or which may be prescribed from time to time by the Board of Directors. The President shall be the spokesperson for the Association. He/she shall call for all Executive Committee meetings and preside over those meetings. Except as otherwise mentioned by these Bylaws or expressly provided by law, he/she shall, in the name of the association, execute such contracts, checks or other instruments, which may from time to time be authorized by the Board of Directors. President must serve as presiding officer of the Association, support and defend policies and programs adopted by the Board. The President must perform additional duties that are not inconsistent with the Bylaws as may be assigned by the Board. In addition The president may set the goals and vision for the executive committee, in accordance with GPTA mission. President may appoint committees and task forces as needed to handle specific issues from the General Committee. Committees with diverse responsibilities are formed from time to time on need basis. These include and not limited to, annual festivals like Ugadi, Dasara, Diwali and Sankranti. Literary events like Telugu Challenge and Telugu Badi. The President may appoint ad-hoc committees and/or sub-committees as and when necessary with the approval of the Board. 

Section 3.2.2: Vice President

A Vice President will serve as a member of the Executive Committee, assist President and will discharge the duties and responsibilities of the President in the event of unavailability, disability or vacancy. During this time this office bearer will be referred as Acting President. 

Section 3.2.3: Secretary (Gen. Secretary)

The Secretary shall be the member of the Executive Committee, performing duties such as not limited to, Recording Officer of the Association and the Custodian of its records. The secretary shall be the custodian of the Seal of GPTA and all records and papers belonging to GPTA exempt those that properly belong to the Treasurer; keep minutes of all meetings; The Secretary shall also perform all such other functions and duties as appropriate and customary for the office of Secretary, and the Board shall prescribe.

Section 3.2.4: Treasurer

The Treasurer shall be the member of the Executive Committee, performing duties such as not limited to, delivering an audited report for each fiscal year to the Board, maintained Bank Records and Projecting Budget for each event. Responsible for all funds and securities of the Association, and deposit all such funds in the name of the association in such banks, trust companies or other depositories as shall be selected by the Board of Directors. Keep and maintain adequate and correct accounts. Ensure that tax returns are filed with the Internal Revenue Service and provide appropriate financial records to the Board of Directors for audit purposes. Treasurer shall also perform all such other functions and duties as appropriate and customary for the office.

Section 3.2.5: Cultural Secretary

The Cultural Secretary shall be a member of the executive committee, and is responsible for conducting cultural events of the organization as decided by the Executive committee. Cultural secretary should take initiative in communicating with participants and choreographers. Cultural Secretary shall also perform all such other functions and duties as appropriate and customary for the office.

Section 3.2.6: Media and Communication Secretary

The media and communication secretary shall be a member of the executive committee, and is responsible for the public face of the organization. He/She should be responsible in building/maintaining/and publishing all the communication channels, digital media and the social networks of the organization. Media and Communication Secretary shall also perform all such other functions and duties as appropriate and customary for the office.

Section 3.2.7: President Elect

President elect shall be a member of the executive committee, and shadow and assist the current term President in the process of preparing for the next term. He/She doesn’t possess any specific role but expected to present in all the meetings and events and assist in all possible situations. 

Section 3.2.8: Impeachment

An elected officer may be impeached if there is a solid proof of breaking the pledge and the motion needs by a two-thirds vote in the executive committee’s approval, followed by a simple majority of the Board’s approval.

Section 3.3: Working Committee

Working Committee consists of all individuals who are interested in taking active participation of an event and any community activities. All these people work towards GPTA mission and are expected to abide by Pledge and Ethics.

People in this group may not take any active role in the Association for a long time. But by serving the Association for at least 2 major events in the past 5 consecutive calendar years give those individuals an eligibility to get elected into Executive Committee.

All these members are part of GPTA google/WhatsApp groups, which is the Association’s active discussion board. If any individual in this group decided to get out he/she can request the Executive Committee and their name will be deleted from these groups.

Section 3.3.1: Impeachment

Executive Committee, with consensus from General Committee may recommend to expel/impeach an individual and is approved in coordination and approval of the Board. Expel will be followed by removing name from the active channels. This may happen only in extreme conditions where, evidence is present that the best interests of the Association are not being served.

Article 4: Finance

Section 4.1: Fiscal Year

The fiscal year of the association shall be the period between Jan 1st and Dec 31st of a year.

Section 4.2: Responsibility

The executive committee shall be responsible for the finances of the association.

Section 4.3: Financial Account

A financial account in the name of the association shall be maintained in a bank account operated by the Treasurer and overseen by the President and the Board.

Section 4.4: Corpus Fund

Corpus Fund as capital for the organization should be established and the funds level shall be maintained to the level that matches to the annual total expenditure of the organization that supports its ability to host at the minimum of one major event for Ugadi, a summer picnic and other administrative expenses, not counting the money raised by sponsorships. This corpus fund denotes a permanent fund kept to cover a full year’s expenditure and survival of the organization.

  1. Initial funds generation could be a combination of including but not limited to donations, pledges, event excess, sponsorships etc., and every effort should be made to reach the level to be self-sufficient without sponsorships aforementioned in the summary.
  2. Corpus fund level will be determined and adjusted annually (in the month of January) depending upon general inflation rate. This will be determined by the organization's board and executive committee.
  3. No more than 50% of excess funds deposited into corpus fund in any given fiscal year can be spent in the same fiscal year on either event or administrative expenditure. A rare exception may be allowed to the extent of an additional 25% with approval from board for special initiatives. No more than two exceptions should be approved in the span of 3 years.
  4. Once every three years total funds excess to corpus funds may be spent on charity activities in Greater Portland area, USA or in either of Telugu speaking states – Telangana or Andhra Pradesh.
  5. In the role of a custodian, the combined body of board and executive committee should adopt fiscal responsibility best practices on entire organization funds.
  6. At the end of each term, outgoing executive committee will reconcile accounts and hands off the corpus fund to the incoming executive committee with levels as described above.

Section 4.5 Accounting and Bookkeeping

A simple single entry book keeping is required to maintain accounts. The single entry system of record keeping is recommended to keep it simple, which eliminates the need to include equal debits and credits to the balance sheet and income statement accounts. The system records the flow of income and expenses through the use of:

  1. A daily or event summary of cash receipts
  2. Monthly summaries of cash receipts and disbursements
  3. Records should include a business checkbook, receipt books, check disbursements journal or register and monthly summaries of cash receipts

Book keeping is the responsibility of the Treasurer and in the absence or lapse, Secretary should assume this duty.

Section 4.6: Auditing

Two thirds of the executive committee members or the board can request an audit of the organization finances at any time.

Section 4.7: Approval Process

All expenditures made by any individual or Individuals on behalf of the association shall require prior approval of the Treasurer. Any reimbursement of expenses for more than one hundred dollars requires the signature/approval of both Treasurer and President. All reimbursements require a valid receipt as proof of purchase. Under exceptional circumstances, an expense of $25 or less may be approved by the committee without a receipt.

Section 4.8: Salary and Officers’ Expenses

None of the members of the Association shall receive salary or remuneration of any kind for their services. 

Section 4.9: Usage of Association Resources

No part of the net earnings of the association will inure to the benefit of any individual or individuals. However the executive committee at its discretion adopts majority resolutions for charitable purposes which is approved by 2/3rs of the executive committee and with a simple majority of the Board. 

Article 5: Code of Conduct

 Every member of the organization must pledge to:

  • Honor, respect and work towards GPTA Mission
  • Always have utmost respect for the organization both internally and externally
  • Respect fellow members irrespective of their cadre or experience
  • Never misrepresent the organization
  • Never use organization name or assets for personal or vested interests

Members of the Association shall be bound by Pledge, adopted by the Association, which shall be controlling in all decisions of the Board. Anyone who breaks the pledge are subjected to the impeachment article mentioned in the above respective sections. 

Article 6: Association Affiliation

GPTA is an independent organization. This Organization must remain independent and must not assume sistership or permanent affiliation to any other organization. Partnering with other organizations on event basis is permitted without any financial partnership. 

Article 7: Dissolution

The organization is organized under section 501(c)(3) of the Internal Revenue Code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE 8 - Amendments

The constitution and by-laws may be amended at a board meeting by a vote of simple majority. Any member of the board or Executive committee with 2/3rd approval can introduce amendments at the board meeting for the board approval.

ARTICLE 9 – Issues that are not explicitly covered 

For all issues not explicitly stated in this document will be interpreted and resolved by the Board with simple majority.

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