The name of this Corporation is Sivagiri Foundation of Washington DC, Inc, and is henceforth referred to as (“Corporation” or the “SFWDC”).
The principal office of the Corporation is located at 17500 Country View Way, Ashton, MD 20861
a) General Purpose. SFWDC is organized exclusively for one or more of the charitable, educational, and scientific purposes 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. SFWDC shall be and is a non-profit, nonstock corporation under the laws of the State of Maryland.
b) Mission, Statement and the specific purpose of SFWDC include:
i) Propagate the message of Sri Narayana Guru and teachings from the scriptures e.g. Vedas, Upanishads, Puranas, Darshan, Smirits,BhagvadGita, and other religious scriptures.
ii) Holding discourses.
iii) Spreading of spiritual messages, classical music of the Ragas.
SFWDC would like to spread the message of Love, Peace and Compassion for all regardless of Age, Gender, and Race through Hindu spiritual & religious enlightenment. SFWDC will also strive to help the needy and hungry and attempt to eradicate hunger from this planet. Furthermore, SFWDC aims to provide Education and Medical supplies to needy children and elderly population and generally, work towards the betterment of human kind.
c) POWERS: The affairs and activities of SFWDC shall be carried out at all times for the purposes and in accordance with SFWDC’s Articles of Incorporation, and in conformity with all applicable provisions of the Internal Revenue Code of 1956, as amended (the “Code”), and applicable United States Internal Revenue Service Regulations.
All operation, management, ownership powers of SFWDC shall be vested in SFWDC’s elected officials including President, Secretary and Treasurer and Board of Trustees/Directors.
a) General. Any individual, business, incorporated entity, non-government organization or public agency
b) Duration. Founder Member is for Life with special privileges. Life membership is for life of the individual (not transferable) and Annual Membership is renewed annually on payment of annual dues. Annual Member ship starts from the day Membership due is paid and will end after 365 days, unless renewed.
c) Voting Rights. All paid members have voting rights.
Section 1 – Administrative Board
a) Executive Committee: SFWDC shall have no fewer than four (4) elected officials and no more than fifteen (15).
b) Coordinating Council: SFWDC shall have a coordinating council with independent charges on various activities. Executive Committee and Board of Trustees will jointly decide on creating new areas of activities as per the goals and objectives of the Association. Term of Coordinating council will normally be 2 years.
c) Board of Trustees: SDWDC shall have eight (8) Board of Trustees with voting rights on all major policy decisions. Trustees are selected by Executive Committee members and other Trustees for a term of Two Years. Immediate past President will automatically become a member in the Trustee board. Trustee board will have a Chairman, selected by other Trustees.
Section 2 – Duties.
The activities and affairs of SFWDC shall be conducted and all corporate powers shall be exercised by or under the direction Administrative Board. Executive Committee will conduct day to day activities of the association. Administrative Board will take decision on any major activities or amendment to the bye-laws based on majority of vote (No decision will be valid if the proposed activity is not approved by at least 60% of the Board Members), subject to the provisions of the law and any limitations of the Articles of Incorporation and these Bylaws.
Duty of the Administrative Board:
i) Plan for the organization’s future by setting strategic direction through short and long term goals and monitoring the progress towards those goals;
ii) Monitor and assess the management, development, and program activities of SFWDC’s consistency and alignment with mission and policies;
iii) Evaluate the appropriateness and effectiveness of the SFWDC’s mission and policies, and make changes as necessary;
iv) Approve, monitor, and evaluate the organization’s budgets and request changes be made as necessary;
v) Enhance the organization’s public image;
vi) Develop and maintain social media to support SFWDC’s goals and mission.
vii) Actively participate in the funding of the organization through fundraising activities;
viii) Meet at such times and places as required by these Bylaws.
Section 3 – The Administrative Board shall be divided into two classes of members: Executive Committee and Board of Trustees .
a) Vacancies. If the Board of Trustees falls less than 8 The Board of Trustees may also vote to allow the appointment of a member to bring the count back to 8
b) Removal. Majority vote from founding members and elected officials and Board of Trustee are required to remove a member from the Board, after giving sufficient opportunities for the erring member to explain his/her stand.
Committees and Sub- Committees. The Executive Committee may authorize formation of Coordinating Committees and sub-committees. Executive committee shall assign officers for these committees from the bonafide member list, if need be in consultation with the Board of Trustees to accomplish SFWDC’s mission, goals and objectives .
a) EXECUTIVE COMMITTEE (Elected for a term of TWO years)
1. President
2. Vice President
3. Secretary
4. Joint Secretary
5. Treasurer
6. Joint Treasurer
7. Cultural Committee Chair
8. Joint Cultural Committee Chair
9. Chair – Women’s Forum
10. Joint Chair – Women’s Forum
b) COORDINATING COUNCIL (Selected from the list of founding members, life members and annual members by Executive Committee in consultation with Board of Trustees)
1. Director- Pubic Relation
2. Director – Membership
3. Director – Sports and Activities
4. Director – Youth
5. Director – Literary and Education
6. Director- Media and Publicity
7. Director – Planning
8. Director – Long Term Planning
c) BOARD OF TRUSTEES (Selected by other Trustee board members as and when vacancy arises in consultation with Executive Committee and Founding Members). Total number of Board of Trustee will be 7 with two year term with voting rights on any major policy making process. Past President will automatically become a member in the Trustee board for a term of TWO years.
d)
1. Trustee Board Chairman
2. Trustee
3. Trustee
4. Trustee
5. Trustee
6. Trustee
7. Trustee
b) Removal and Resignation. Any officer (Elected or Selected) may resign at any time by giving written notice to the Executive Committee and Trustee Board Chairman. 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.
d) Vacancies. Any vacancy caused by death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Executive Committee in consultation with Board of Trustee or/or Founding Members.
e) Duties of the Office of the President. The President of the SFWDC shall guide the Executive Committee to accomplish SFWDC’s mission, goals, and objectives. 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 Executive Committee and Board of Trustees.
Duties of the Office of the President include among others:
i) Providing leadership to the organization and delivering consistent achievement of the Organization’s mission, goals, and objectives;
ii) Direct responsibility for the operations, programs, and assets of SFWDC;
iii) Periodic reporting to the Board of Trustees on the internal and external matters affecting the condition and performance of the organization;
iv) Execution of such deeds, mortgages, bonds, contracts, checks, or other instruments, required and/or authorized by the Executive Board and Board of Trustees ;
v) Guide the Secretary to conduct and organize regular “satsangs”, prayer meetings, spiritual gatherings, vedic lectures and comparative religions.
vii) Guide the Secretary to plan and organize Yoga teachings, and religious retreats.
a) Violation: Membership of any member may be revoked for substantial violation of the Articles of Incorporation or Bylaws of SFWDC. Without limiting the generality of the foregoing, it shall be a violation of the Bylaws of SFWDC for any member to knowingly or intentionally engage in conduct which is intended to compete with or cause harm to SFWDC or which, in the opinion of the Executive Committee in its sole discretion, is likely to substantially injure the reputation of SFWDC. Any member is not barred to take any basic membership of similar association, however, contesting or accepting any elected position in the competing association will be considered violation. Any member of the Executive Committee or Board of Directors of SFWDC may submit a petition outlining the charges to the President of Executive Committee and Chairman of Board of Trustee of the SFWDC by registered/certified mail, return receipt requested or by electronic mail. Executive Committee and Board of Trustees shall investigate the charges and if, in the opinion of a majority of the Executive Committee and Board of Trustees, there is probable cause to believe that a basis for revocation of membership may exist, the Executive Committee shall place the petition for removal on the agenda for hearing at joint meeting specially called for such purpose and shall provide the affected member with written and electronic notice of the petition and the hearing date so that such member may have an opportunity to be heard in opposition to the petition. If no quorum is present, the hearing on the petition shall be continued to the next regular meeting of the Executive Committee or a special meeting called for such purpose at which a quorum is present and voting. The Secretary of the Executive Committee shall notify the affected member of the date, time and place of the continued hearing. After the hearing at which a quorum is present, the Executive Committee and Board of Trustee shall decide by two-thirds affirmative vote of those present and voting whether to revoke the membership under question. The President shall notify the affected member of the action of the Executive Committee and Board of Trustees both electronically and in writing. The decision of the Executive Committee and Board of Trustees shall be final and binding.
b) Crimes Involving Moral Turpitude. Conviction of a member for any criminal offense involving moral turpitude shall constitute reason for automatic revocation of membership. The President shall notify the affected member of the revocation both electronically and in writing.
Section 1: Nomination of Election officer:
Executive committee and Board of Trustees will nominate two members to the Board of Elections (Election Board or “EB”) from the list of Life members, Founding Members to conduct the election no later than October 31 of each alternative years.
Section 2: Members ineligible for nomination as Election officials
i) Current elected official.
ii) Any member standing for election to any office
iii) Any person nominating a candidate for election to any office.
If any EB members wish to either stand for the election to any office or nominate a candidate for election to any office shall first resign from the position of election officer
Upon appointment as election officials the EB shall then conduct the elections as prescribed in these bylaws.
Section 3: Duties and responsibilities of EB:
a) To announce the schedule of the election process;
b) To solicit nominations for the Executive Committee, Board of Trustee and Donor Member
c) To verify the eligibility of the nominees, nominators, and persons seconding, and to compile the nominations and prepare the ballots; and
d) To certify the election results, submit the same, in writing, to the SFWDC President and the Board of Trustees and to SFWDC Secretary for official record and post the results on the SFWDC web site.
Section 4; Disputes:
Disputes in the election result or election process shall be referred to and decided by the Board of Trustees, whose decision shall be final. The Board of Trustees shall have the power to make any adjustments to the composition of EB and the procedure to be followed by EB.
Section 5 : Mode of Election
a) Elections shall be in person and mail ballot or other reliable medium.
b) All election related communications should be in writing.
Section 6 : Eligibility to vote in the election
Life Members, annual paid members in good standing shall be eligible to nominate or second any nomination, or to vote in SFWDC elections.
Section 7: Eligibility to become a candidate
To be eligible to be nominated for the positions of President, Vice-President, Secretary and Treasurer of Executive Committee, Board of Trustees, there is a requirement of history of demonstrable service to SFWDC by:
i) Served at least two years as a current or past member of SFWDC Executive Committee, or Board of Trustees,
ii) All founding members listed in the Articles of Incorporation
iii) Served at least two years as a Director of Coordinate committees, Treasurer, or Secretary of SFWDC Annual Conferences.
b) To be eligible to be nominated for the positions of President, the period of cumulative demonstrable service to SFWDC shall be four (4) years.
c) To be eligible to be nominated for the position of Secretary or Treasurer of Executive Committee, the period of demonstrable service to SFWDC shall be two (2) years, of which one (1) year shall be as a member of SFWDC.
d) No candidates shall be nominated for the same position more than two (2) consecutive terms. If any member wishes to be nominated for same position, they have to wait for four (4) years to contest election for the same position. If a candidate holding an office wish to be nominated for a different position in the new committee he/she can do so.
Any person nominated for office who accepts such nomination shall be deemed, by virtue of such acceptance, to have agreed to strictly comply with the Articles of Incorporation and Bylaws of SFWDC and abide by the decisions of the Executive Committee, and the Board of Trustees.
Section 7: Preparation of Eligible Voter List. The SFWDC Vice President shall provide a list of the eligible voters to the Chairperson of the EB no later than August 31 of the Even Numbered Year.
Section 8: Publication of Schedule. The EB shall publish a election schedule in the SFWDC website and/or by email communication to all members no later than November 10 with the following information
a) Announcement inviting nominations.
b) The applicable nomination fee, set by Executive Committee, for each office,
c) Last date for receipt of nominations.
d) Approval of nominations and notification to candidates.
e) Last date for withdrawal of nominations.
f) Mailing of ballots to eligible voters who are not able to attend live voting.
g) Last date by which ballots must be received to be counted.
h) Completion of counting of ballots and publication of election results.
Section 9: Nomination
a) Eligibility. Bonafile life, annual, founding members in good standing may nominate or second a candidate for office. Same person cannot nominate or second more than one candidate for the same office.
b) One Office Only. A candidate shall not be eligible to run for more than one office in any election.
c) Form of Nominations. Nominations shall be in writing and filed in the format prescribed by the EB which format shall include, at a minimum, the full name, address, telephone number, current email address for each nominee and for each person nominating or seconding such nomination.
d) Return Receipt Required. The Nomination form, along with nomination fee, shall be sent to reach the EB Committee on or before the last date for receipt of nominations by any form of mail or in person requiring a signed return receipt.
e) Late Nominations Rejected. The EB shall not accept nominations received after the last date for receipt of nominations.
f) Verification of Nominations. The EB shall verify the nominations and notify the nominees of its decision to accept or reject the nominations with reasons for its actions in writing, which may be done by electronic mail.
g) Preparation and Transmission of Final List of Candidates. The EB shall accept withdrawals, compile a final list of nominations, and notify the nominees, the Executive Committee and the Board of Trustees by electronic mail.
Section 10: Withdrawal of Candidate. A candidate can withdraw from contesting for the position which the candidate was nominated for by informing the withdrawal to the Chairperson or the designee of the EB in writing, through electronic mail,US Mail or in person .
i) If there remains more than one candidate for the office, the election shall proceed,
ii) if there remains only one other candidate for that office, that remaining candidate shall be deemed elected, otherwise,
iii) if there is no other candidate for that office, the incoming Board of Trustees shall fill the vacancy, after discussion with Executive committee.
Section 11. Ballot Process.
i) Voting: : Voting can be either by mail or in person or any reliable fool proof method. If for any reason if a voter not able to vote in person, he/she can send the paper ballots by mail that should reach EB at the assigned address before the date of counting. Postal ballots received after the deadline set by EB will not be counted.
ii) Counting of Ballots. Within two (2) days of the date set, the EB shall commence counting the ballots. Within 6 hours of the commencement of the count, the EB shall complete the counting and tabulation of the ballots. The EB shall certify the results of the election and communicate them to the Board of Trustee and publish the election results on the website. If paper ballots are used, each candidate shall have the right to designate up to a representative (in addition to the candidate) to be present at the counting of ballots.
iii) Challenges. A candidate losing an election may, for sufficient cause, challenge the result of the specific election that the candidate contested within forty-eight hours of the publication of the election results by submitting the challenge via electronic mail to the Chairperson of the Board of Trustees with a copy to the Chairperson of the EB. The Chairperson of the Board of Trustees will call for a meeting of the Board of Trustees within three (3) days to review the merits of the challenge and decide further course of action. The decision of the Board of Trustees is final and conclusive.
iv) Absence of Challenge. If no challenge is received within the prescribed time frame, the ballots shall be destroyed. If a challenge is received within the prescribed time frame, the ballots shall be preserved for as long as necessary to resolve the challenge, but, in no event, longer than thirty days after the publication of the election results.
Section 11: Duty to Timely Complete Election Process. The EB shall be responsible for completing the election process within the time frame prescribed.
Section 12: Campaigning in Elections.
a) The EB will release list of eligible voters 30 days before the deadline for nomination without phone number and email address.
b) EB will release the list of eligible candidates for each position within 7 days from the last date for submission of nominations submitted in a prescribed format.
Section 13: Incoming Officers: Immediately following election to office each Incoming Officers of the Executive Committee and Trustee Board shall take all steps necessary to become familiar with all of the terms and provisions of these Bylaws, including but not limited to the procedure that needs to be followed during the course of holding their office.
Section 13: Outgoing Officeholders. Each Outgoing Officeholder shall:
i. provide whatever assistance is necessary to acquaint the Incoming Officeholder with all of the information necessary to enable the Incoming Officeholder to carry out and fulfill the duties and responsibilities of their office, and
ii. transfer all books and records of its accounts and transactions that the Outgoing Office Holder has access to along with any other documents or things necessary to carry out such office to the Incoming Officeholder not later than fifteen (15) days following the Installation of the Incoming Officeholder.
a) Fiscal Year. The SFWDC’s fiscal year shall be from January 1 of one year to December 31 of the same year.
b) Financial Planning. Treasurer shall prepare annual budget. The Administrative Board shall be responsible for approving the annual budget; monitoring actual against projecting on a quarterly basis and making adjustments to the budget if required.
c) Quarterly Financial reports. Quarterly financial reports may be compiled in conformity with standard business accounting practices, and reviewed by the Administrative Board and, within 30 days from each quarter end.
d) Annual Financial Statements. Complete financial statements compiled in conformity with standard business accounting practices, and accompanied by an annual tax return prepared by an independent CPA, may be reviewed by the Board within [60 days] of the close of each fiscal year.
e) Disbursements. Disbursements shall be made only in accordance with specific authorization and consistent with the general budget approved by the Chairman and President of Executive Committee, and accepted by the Administrative Board.
f) Annual Report. An annual report updating as required the SFWDC’s purpose, structure, programs, and financial condition shall be published in conjunction with the annual financial statements and made publicly available for all Bonafede members to review.
h) Execution of Instruments. President in his discretion , except as otherwise provided in these Bylaws, or the Board may by resolution, authorize any officer or agent of the SFWDC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the SFWDC, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the SFWDC by any contact or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
i) Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the SFWDC shall be signed by the Treasurer and countersigned by the President.
j) Deposits. All funds of the SFWDC shall be deposited from time to time to the credit of the SFWDC in such banks, trust companies, or other depositories as the Administrative Board may select.
k) Gifts. The Administrative Board may accept on behalf of the SFWDC any contribution, gift, bequest, or devise for the nonprofit purposes of this SFWDC.
a) Definitions. For the purpose of this Article X, the following definitions apply:
i) “Agent” means any person who is or was a trustee, officer, employee, or other agent of SFWDC, or is or was serving at the request of the Administrative Board as a trustee, officer, employee or agent;
ii) “Proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative;
iii) “Expenses” includes, without limitations, attorney’s fees and any expenses of establishing the right to indemnification under this Article X.
b) Personal Liabilities. All elected officers, Trustees and agents of the SFWDC shall be immune from civil liability in accordance with the Maryland Corporation’s Code.
c) Indemnification by SFWDC. All agents of the SFWDC shall be indemnified by the SFWDC to the fullest extent permissible under the laws of the State of Maryland
a) Corporate Records. SFWDC shall keep at its principal office and or at the location(s) approved by Administrative Board;
i) Minutes of all meetings of Trustees, committees of the board and, if this Corporation has 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.
ii) 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.
iii) 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.
iv) A copy of the SFWDC’s Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members, if any, of the SFWDC at all reasonable times during office hours.
b) Elected Officials/ Board of Trustees’ Inspection Rights. Elected officials (Chairman, President, Secretary, Treasurer and trustees’ 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 SFWDC and shall have such other rights to inspect the books, records and properties of SFWDC as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions all applicable laws.
a) Limitations on activities. 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 (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.
b) Prohibition against private instrument. 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 by Life Time Trustee(s), and to make payments and distributions in furtherance of the purposes of this Corporation.
c) Distribution of Assets. 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.
Amendment. Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and the amended Bylaws adopted by the Administrative Board and approved by the Founding Members.
Application of the law of the State of Maryland. In matters not addressed by these Bylaws, this Corporation shall be governed in accordance with the State of Maryland Corporation Code for Nonprofit Public Benefit Corporation.
All of the initial and current trustees of Sivagiri Foundation of Washington DC, Inc., consent to, and hereby do, adopt the foregoing Bylaws, consisting of Articles 1 to 15 effective May 1,2022.