Constitution

The name of the organization will be BANGLADESH ASSOCIATION OF CHICAGOLAND.

The registered office will be located in the greater Chicago area.

To develop and promote friendship and mutual understanding among the members and other people in the community.

To help immigrants, visitors and students coming from Bangladesh acclimate to the American way of life.

To enhance Bangladeshi culture.

To promote relationships with other such organizations.

To collect funds and organize cultural and educational activities.

This will be a non-political, non-religious and non-profit organization for the purposes of cultural, educational and charitable activities, and will be registered with the State of Illinois.

The Corporation is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code [as amended in the Articles of Incorporation filed with the Secretary of State February 8, 1990]

Membership and all the activities will be open to all who are interested in the activities of the organization.

Membership rights will consist of rights that are customary for such rights, and will include the right to view the Constitution, all of the organization's reports and publications, to discounts or other membership benefits as may be offered by the organization from time to time. Voting rights will constitute the right to vote in Elections as defined in Article IX, on any proposals for amendment to the Constitution as defined in Article XI, and other special meetings as and when held as defined in Article VIII. Membership and voting rights will be for the following categories.

1. (A)

   (A) Individual Membership – Any person of the age of eighteen (18) or above is eligible to become a Member. Individual Members will have one vote.

2. (B)

   (B) Family Membership – will include children less than eighteen (18) years old. Each spouse will have one vote.

3. (C)

   (C) Sponsors - Individuals or families or entities who donate $250 or more but less than $500. Sponsor individuals and families will have the same voting rights as in A and B above. Entities such as corporations or organizations will have no voting rights.

4. (D)

   (D) Patrons – Individuals or families or entities who donate $500 or more. Patron individuals and families will have the same voting rights as in A and B above. Entities such as corporations or organizations will have no voting rights.

5. (E)

   (E) Honorary Life Membership - The Board of Directors will have the authority to bestow honorary life membership upon any person(s) of its choice every 10 years (from 2018 onwards). In exceptional cases, the Board that is in place at the time may decide to bestow Honorary Life Membership in a Special meeting or in an Annual meeting. This bestowal will be to an individual, not family, however, family members will not be precluded from being bestowed this privilege if and when named individually and separately. To be eligible for this membership, the individual must have been a member for 30 years continuously without a gap and a past Board officer, and must not have any personal, business or monetary influence involving the Association. Honorary Life Members will have the same voting rights as in (A) above.

Dues for the membership will be set by the Board of Directors at the beginning of the fiscal year, and will be payable at the time of application. Duration of membership will be for the fiscal year in which dues were paid. Dues for the renewal of membership, without interruption, will be due by 31st of January each year. Membership and voting rights will be suspended if dues are not received by that time and will remain so until membership is made current by payment of dues. Only those who become members or renew membership by 31st January will be considered members for the full year, and will meet one of the criteria for being a member in good standing. In addition to other eligibility requirements for Board candidacy, an Officer of the Board must pay membership dues for the full year by January 31st and will have voting rights as described in By-law 11 and its subparts. An Honorary Life Member will not be required to pay dues, and will retain all membership and voting rights as described in By-law 11 and its subparts.

The Board of Directors will henceforth be referred to as the Board, and members of the Board will be referred to as Officers. The definitions of Directors of the Board and Officers of the Board as defined in Illinois statutes are not mutually exclusive for the purposes of the applicability of those statutes. The total number of Board Officers cannot exceed the number (at present 8) as designated by State of Illinois. The Board will consist of eight persons who will bear the following designations:

• President
• Executive Secretary
• Treasurer
• Vice President Cultural Affairs
• Vice President Public Relations
• Vice President Social Affairs
• Vice President Youth Outreach
• Member-at-Large

Any two or more offices may be held by the same person, except that all three executive positions of President, Executive Secretary and Treasurer cannot be held together by the same person. Each position must be referred to by the proper title of the position.

In addition to Board Officers, two Non-Board long-term Association Officers with no defined term limit will be appointed by the Board for the following positions:

• Archivist
• Webmaster

NOMINATING/ELECTION COMMITTEE consisting of three persons, one Chairperson and two members, will be elected by members for the purpose of conducting proper and fair elections at the Members Annual Meeting every alternate year.

With the exception of Member-at-Large who is not elected, all Officers of the Board and members of the Nominating/Election Committee will be elected by members for a two-year term. Association Officers and an Advisory Committee with Board term limit may be appointed by the Board. Long-term Archivist and Webmaster may also be appointed by the Board and will have no defined term limit.

Additional non-Board Association Officers may be appointed by the President. Association Officers must be a fully paid member with all membership rights, but will not vote on Board matters.

RESPONSIBILITIES AND DUTIES OF THE OFFICERS: Each officer will have a portfolio of responsibilities, will act in consensus with all other Board officers and will have one vote when a decision in the Board is made through voting. In the case of an even-numbered Board, Member-at-Large will abstain from voting on Board matters in order to prevent a tie. Additional responsibilities may be assigned to an Officer through mutual agreement with the President and the said Officer.

Each Officer will have the fiduciary duties of Loyalty to act in the best interests of the Association and not for the benefit of themselves or any other parties; of Care to manage the affairs of the organization in good faith; and of Obedience to federal, state and local laws as applicable to a not-for-profit corporation.

Further, each Officer must be in compliance with the Constitution and By-laws of the Association and any Federal and State laws governing the activities of a not-for-profit organization. Board Officers will be required to sign a Compliance and Commitment Letter when assuming a Board Position. Non-compliance will result in disciplinary action taken by the Board or the members of the organization. The type of action will be determined by the Board and, if necessary, in conjunction with the Advisory Committee. Any Board Officer or Association member may initiate a disciplinary action, however, a majority of the Board or Association members, if a member initiates action, will be required in order to take action.

PRESIDENT will be the Chief Executive Officer and the Registered Agent of the Association; preside over all meetings of the Association; have executive function of supervising all Officers and assisting them in the discharge of their duties; appoint ad-hoc committees and additional officers, if necessary; will be signatory, with the Executive Secretary and the Treasurer, on all bank accounts of the Association; and perform all other duties incidental to the office of the President. The President will make all decisions in consensus with Board Officers. The President, in accordance with the Board, will enter into third-party contracts such as independent accountants, event insurance coverage, legal counsel, etc. as needed to fulfill regulatory and other requirements. The President, in conjunction with Executive Secretary and Treasurer, will manage risk associated with Association events and ensure proper handover of all important documents and any property related to the Association to subsequent Boards.

EXECUTIVE SECRETARY will convene and organize all meetings; maintain minutes of meetings; preside over meetings in the absence of the President; maintain membership list and contact database in conjunction with Treasurer; safeguard the privacy and trust of the membership list by not sharing the list outside of the Board except for the Nominating/Election Committee, and ensure its confidentiality with Board Officers; be the custodian of the Seal; will be ex-officio member of all committees except the Nominating/ Election Committee, and coordinate their functions; be a signatory, with the President and the Treasurer, on all bank accounts of the Association; set up Board and Administrative calendars, maintain a current Property List with location of any Association properties, and collect said properties at the end of the term; furnish a report to the members at the Annual Meeting, file an Annual report with the Illinois Secretary of State and the Attorney General within 60 days prior to the 1st of March, and all other appropriate filings to the appropriate government authorities as required by law.

TREASURER will keep all financial records and keep the Board abreast of the financial status of the Association; plan and evaluate a budget; confirm membership dues, donations and contributions in conjunction with the Executive Secretary; track program revenues and expenses; manage all funds of the Association; disburse funds authorized by the Board to meet all the debts and obligations of the Association; take the lead in safeguarding the Association's assets, data, and personal information; furnish a treasurer's report to the members at the Annual Meeting and manage filing financial reports in a timely manner to all required government agencies in Generally Accepted Accounting Principles (GAAP) format.

VICE PRESIDENT CULTURAL AFFAIRS: will organize all cultural programs; appoint committees to help him/her fulfill the responsibilities; determine a budget estimation for each planned program and suitable venues for the programs in conjunction with President, Treasurer and Vice President of Social Affairs; assist the Vice President of Social Affairs with arranging necessary facilities and equipment for social programs; will be the custodian of all audio-visual equipment of the Association; and furnish a program report to the members at the Annual Meeting.

VICE PRESIDENT PUBLIC RELATIONS will assist new members to become familiar with organization activities and events, keep members abreast of Association information through various means of communication; coordinate with Executive Secretary and relevant Association Officer, if any, with regard to such communication to the constituency; publish annual commemorative magazine; provide the Webmaster with content for the Association website and other social media; protect the Association by ensuring that no copyright laws are infringed in any type of Association publications, whether digital or in print, maintain liaison with external organizations and individuals; appoint committees to help him/her fulfill the responsibilities; and furnish a report to the members at the Annual Meeting.

VICE PRESIDENT SOCIAL AFFAIRS will organize the annual picnic, sports events and other events as assigned by the Board; determine a budget estimation for each planned program; assist the Vice President of Cultural Affairs with arranging necessary facilities and equipment for cultural programs; will appoint committees to help him/her fulfill the responsibilities; and furnish a report to the members at the Annual Meeting.

VICE PRESIDENT YOUTH OUTREACH will work with and organize at least one program to engage both American-born and immigrant youth of the community, and to foster a sense of participation and ownership of the Association in order to continue the legacy of the Association into the future. He/she will appoint committees among the youth to help him/her fulfill the responsibilities, and furnish an activity report to the members at the Annual Meeting.

MEMBER AT LARGE will be the immediate former President, Executive Secretary or Treasurer, in order of succession. If none of these three past Officers are available, then the current President will select one person from the previous Board of the past year. Member-at-Large will provide advice and continuity to the new Board. In the case of an even-numbered Board, the Member-at-Large will abstain from voting on Board matters in order to prevent a tie.

ADVISORY COMMITTEE: The President may, at his discretion, appoint an Advisory Committee to help the new Board perform its functions successfully. The Advisory Committee members will have no voting rights in the decision making process of the Board. The Advisory Committee or any other committee of the Association cannot have its own separate Board, and will always report to the Board that has appointed the committee.

ARCHIVIST will be an Association Officer and maintain the Association's important documents and records in the original in one place in an organized manner, and in various accessible electronic formats for the purposes of easy retrieval. The Archivist will use current technologies and methods to develop a contingency plan for safeguarding and preserving such documents and records. The Archivist will report to the current President on all archival matters.

WEBMASTER will be an Association Officer and maintain the Association's website and social media presence with continuity and consistency of brand imaging for the Association. The Webmaster will design and implement a useful migration plan for web content when the individual is no longer willing or able to serve. The Webmaster will report to the current Vice President of Public Relations, and take instructions from the Vice President regarding web content and social media communications.

The fiscal year of the Association start on the 1st of January and end on the 31st of December each year.

The term of the Board will be for two years, starting on the 1st of January and ending on the 31st of December of the subsequent year. Prior to the conclusion of the term, election will be held for new Officers on the first Sunday of November, or the second Sunday in case of inclement weather. The retiring Board must transfer all offices and materials of the Association to the newly elected Board by the 1st of January in a Handover Meeting. All transfer items must be duly documented. Non-Board long-term Association Officers will not have a defined term, and will serve at the discretion of the Board and of the Association Officer.

The Board will meet as often as necessary for the smooth functioning of the Association.

Meeting(s) of the members may be called by the Executive Secretary on the advice of the Board as necessary. Notice of such meetings must be given to all members, at least fifteen (15) days prior, except for the Annual Meeting in which elections will be held, notice of which must be at least 3 weeks prior to the meeting, by mail, e-mail, or any other electronic means. Meetings may be held anywhere in the greater Chicago area consisting of the City of Chicago and its suburbs as defined by the Chicago Metropolitan Statistical Area (MSA).

Special Meetings of the members may be called by the president or by the Board, or by the members in the case of a Special Meeting for Removal of a Board Officer. Notice of Special Meeting(s) stating the purpose of the meeting must be sent to all members, at least four (4) weeks prior to the meeting by mail, e-mail, or any other electronic means. Such meetings(s) may be one or more of the following kind, and must have a quorum as specified against each category.

Members entitled to cast votes on a matter shall constitute a quorum of the number specified below for consideration of such matter at a meeting of members. If quorum is not met, then the matter must be postponed until quorum is met. Votes may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting.

1. A.

   A. By-Election Meeting(s) - will require no quorum.

2. B.

   B. No-Confidence Meeting(s) - will require a quorum of majority of the voting members.

3. C.

   C. Requisition Meeting(s) - will require a quorum of one fourth (1/4) of the voting members.

4. D.

   D. Dissolution Meeting(s) - will require a quorum of three fourths (3/4) of the voting members, as stated in By-law 49.

5. E.

   E. Amendment Meeting(s) - will require a quorum of one fifth (1/5) of the voting members.

An annual Meeting of the members will be held on the first Sunday of November or the second Sunday in case of inclement weather of each year. Robert's Rules of Order shall govern the conduct of business in meetings as stated in By-law 48.

Signatures of one fourth (1/4) of the total membership will be needed to initiate B., C. and D., after which the Board shall adopt a resolution, which may be with or without their recommendation, and direct that the question be submitted to a vote.

Different committees will meet as often as necessary.

Election of new Officers will be held biennially at the Annual Meeting on the first Sunday of November, or the second Sunday in case of inclement weather, and will be held by ballot. Every member who has paid his/her dues at least 90 days prior to the election date will have the right to vote.

Eligibility for nomination to the Board: To be a candidate for President one will require to be either a member in good standing for a period of at least three (3) years, including the immediate past year, or to have been an Officer sometime in the past and a member in good standing during the immediate past two-year Board term. A president from the immediately previous term may not run again for President for two consecutive terms.

For all other Board Offices, one must be a member in good standing currently and during the immediate past two-year Board term. Immediate past Board Officers may run for any position, including the same previously held position, provided they meet the preceding requirement, with the exception that past President may not run for the same position.

For Election Committee members, they must be a member in good standing for a period of at least three (3) years including the immediate past year.

A Nominating/Election Committee consisting of three persons, a Chairperson and two members, will be elected by the members during current elections in preparation for next elections at the end of the next term.

The Committee will obtain the membership list from the Board for requesting nominations from the members for all elected positions including the next Nominating/Election Committee, by describing By-laws 17 through 22 (B) for those positions in its request. Request for nominations by postal or electronic mail in all forms must be sent nine (9) weeks prior to the date of the Annual Meeting in which elections will be held. All nominations from members must be submitted to the Committee by five (5) weeks prior to the Meeting.

Each nominee for a position will be allowed to run independently and not with a panel. Withdrawal by any nominee for any position will be for that individual alone, and not include other nominees that the withdrawing nominee may have nominated.

The Committee will ensure the submitted nominees meet the eligibility requirements as described in By-law 34 and the responsibilities inherent to the positions as described in By-laws 17 through 22 (B) to be a valid candidate. The Nominating/Election Committee will notify members of the names of all valid candidates by mail in any form at least three (3) weeks prior to the Annual Meeting. Voting by those who choose to vote by mail or electronic mail in all forms will commence from the date of notice until one day prior to the Meeting. The Committee must protect the privacy and trust of the membership list and not share the membership list with nominees or any other persons outside of the Board.

The Committee will conduct voting by ballot in a proper manner, maintaining discipline and control over the process, and ensuring that only those who are eligible to vote cast ballots. Voting by mail or electronic mail in all forms will be allowed as described in By-law 29, lines 195-200, but no proxy voting will be allowed. No quorum is required for Election meeting. Those who have voted by mail or electronic mail will not be allowed to vote again in person, even if present, at the actual Meeting. Mailed or emailed votes must reach the Committee no later than one day prior to the date of the Meeting, and must be counted during voting. Such votes must be made available by the Committee for examination by any member for the ballot count. In the case when no candidate is available for a specific post(s), nominations from the floor will be accepted for that particular post only on the day of the election, prior to ballots being cast. Nominees must meet eligibility criteria as described in By-law 37. Each elected position will be decided by a majority of votes.

In case of legal incapacity to perform duties because of any above cause, the following procedure will apply:

In the case of the President, Executive Secretary or Treasurer, and if tenure of office was more than six (6) months, there will be a by-election to fill the vacancy for the remainder of the term.

For all other Board positions, the Board will fill vacant position by appointment for the remainder of the term.

Amendment of the whole or part of this Constitution may be made in either an Annual or in a Special meeting convened for such purposes. The proposed amendment(s) shall be adopted by receiving the affirmative vote of at least two thirds (2/3) of all the votes received. Voting may be by ballot either in person, or in writing by postal mail, email, or any other electronic means by which the members can vote on the proposed action. The number of members casting votes by all means must constitute a quorum of one fifth (1/5) of voting members as if such action had been taken at a meeting. Abstention will be construed as neither affirmative nor negative and will not count for purposes of majority, but will count towards meeting quorum.

Amendment(s) may be proposed throughout the year by a voting member and seconded by another, and submitted to the Board at least 17 days prior to the Annual Meeting or 30 days prior to the Special Meeting. The Board may reject the amendment outright, or present it to the meeting for consideration with or without its own proposed modification, but will have no authority to approve it.

1. (A)

   (A) Written or printed notice setting forth the proposed amendment(s) or a summary of the changes shall be given to voting members at least 4 weeks prior to a Special Amendment meeting, or at least 15 days prior to the Annual Meeting if the changes will be voted on in the Annual Meeting, and shall be included in the notice of such meeting. No new amendment can be brought to the floor after notice of proposed changes have been given.

2. (B)

   (B) The amended By-laws must be signed and filed with the Office of the Illinois Attorney General if required, and pursuant to Illinois Not for Profit Corporation Act Section 101.10, must be filed in duplicate with the Secretary of State. The duplicate stamped "Filed" by the Secretary of State and its photocopies not changed by electronic or mechanical means will be considered the official amended Constitution and no other document shall be official.

The assets and income of the corporation shall not be distributable to, or directly or indirectly benefit its members, trustees, officers or other private persons, except that the corporation will be authorized and empowered to pay a reasonable compensation to independent contractors for services rendered for the benefit of the organization.

Notwithstanding any other provisions of these articles, the corporation will not carry on any other activities not permitted to be carried on by (a) corporations exempt from Federal Income Tax under section 510 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law, or (b) a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office.

The laws of the State of Illinois will supersede in case of any conflict with these rules. In case of any conflict of another nature, the interpretation of the Board will be final.

Membership of any person(s) may be revoked on the recommendation of the Board by receiving the affirmative vote of at least two thirds (2/3) of all the votes received in an Annual or Special meeting. The person whose membership is to be revoked must be informed of this proceeding at least 20 days but no more than 60 days prior days prior to the date of the meeting.

Removal of elected Board Officer(s) may be initiated by signature of one fourth (1/4) of the total membership in a Special Meeting called either by the Board or the members for the specific purpose of "No Confidence Motion", and by receiving the affirmative vote of at least two thirds (2/3) of all the votes received. Written notice of the meeting must be delivered to all members and the Board at least 20 days but no more than 60 days prior to the date of the meeting. Such notice shall state that the purpose of the meeting is to vote upon the removal of one or more officers named in the notice. Only the named officer(s) may be removed at such meeting.

Robert's Rules of Order will govern all meetings of the Association.

The Association may be dissolved in an annual meeting or a special meeting convened for such purposes by a quorum of three fourths (3/4) of voting members and the Board present with a majority of votes, after paying all debts and liabilities. Votes may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 20 days from the date the ballot is delivered in the case of dissolution or sale, lease or exchange of assets. All assets of the Association will be disposed of as per law and Internal Revenue codes then existing.

Upon the dissolution of the Corporation, the Board of Trustees will, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes, or will at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of future United States Internal Revenue law), as the Board of Trustees will determine. Any such assets not so disposed of will be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is located, exclusively for such purposes or to such organization or organizations as said court will determine, which are organized and operated exclusively for such purposes [as amended in the Articles of Incorporation filed with the Secretary of State March 13, 1990]