1   NAME

1.1       The name of this organization shall be The Tamil Association of Greater Delaware Valley Incorporated (hereafter the Association or TAGDV).

1.2       The Tamil Association of Greater Delaware Valley is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c)(3) of the Internal Revenue Code.

2   OBJECTIVES

2.1       Cultivate and promote Tamil culture and friendship by organizing various cultural events and social activities.

2.2       Promote and foster the knowledge of Tamil Language and literature.

2.3       Strive for and promote better understanding between peoples of Tamil and other cultures and organizations with compatible objectives. No part of the net earnings of the Association shall ensure 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 thereof. No substantial part of the activities of the organization shall be 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 corresponding section of any future federal 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.

3   OFFICE

3.1       The location of the office shall be decided by the Executive committee.

4   MEMBERSHIP

4.1       The membership of the Association shall be open to all nationals who share and promote the objectives of the Tamil Association.

4.2       The membership categories shall be classified as family, single and student. The family shall consist of husband, wife (or either) and any minor children (under the age of 18) in the same household. Student membership shall be confined to full-time students who are 18 years of age or older.

4.3       The non-refundable annual membership dues and lifetime membership dues of the Association shall be determined each year by the Executive Committee. The collected lifetime membership dues shall be credited to the Trust account and annual membership will be deposited into the Operating account of the Association. The fiscal year of the Association shall be January 1 to December 31.

4.4       Only those who have paid their membership dues shall be considered as members of the Association.

5   GOVERNANCE

5.1.1      The Association is managed by a bicameral body consisting of a Board of Trustees (hereafter called the Board) and an Executive Committee. The Board shall be responsible for the overall policy governing the Association, consistent with the Association’s objectives [Article 2]. The Executive Committee shall be responsible for all operational aspects of the Association.  The two shall work in unison to further and advance the Association’s objectives.  It is understood that the Board provides guidance on policy for long-term development while the Executive Committee is the operational and executive part of the Association.

5.1.2      The Board shall consist of five individuals. The Association’s President and Treasurer shall serve as ex-officio members of the Board. The ex-officio members shall actively participate in the Board meetings and shall have voting rights on Board resolutions.

5.1.3      A joint body consisting of the two, the Board and the Executive Committee, called the Board-Executive Committee shall meet to address certain decisions described explicitly in these bylaws.

5.1.4      The Board shall maintain and manage trust funds of the Association in a Trust account, and the Executive committee shall maintain and manage operational funds of the Association in an Operating account.  The two accounts shall be registered separately in the name of the Association and named as such.

5.1.5      All expenditures of the Trust funds shall be channeled through the Executive Committee.  The Board shall not directly organize events or fund directly any events of the Association.

5.1.6      Upon the request from the Board Chair to send out a communication, the authorized representative of the Executive Committee shall send it out to the General Body based on the outcome of joint session of Board and Executive Committee.

5.2       The Board

5.2.1      The Board’s responsibility includes, but not limited to,

5.2.1.1      The Board shall be responsible for overall financial well being of the Association.

5.2.1.2      The Board shall be responsible for the Trust account of the Association, and be responsible for application of those funds in accordance with the Association’s objectives outlined in Article 2. The Trust funds shall be invested in safe instruments such as qualifying retirement investment vehicles.

5.2.1.3      The Board shall be responsible for all legal aspects of the Association. Neither the President, who leads the Executive Committee, nor any other committee members, hold authority or rights over legal issues. All legal matters must be addressed through the Board of Trustees.

5.2.1.4      The Board shall actively engage in fund raising, and establishing a sound financial foundation for the Association.

5.2.1.5      All capital expenditures exceeding $1000 shall be the responsibility of the Board.

5.2.2      Eligibility. Any life member who has served in the Association’s Executive Committee shall be eligible to serve on the Board.   In the extraordinary circumstance of unavailable members who satisfy the stated criteria, any life member during the previous five years is eligible for nomination.

5.2.3      Openings on the Board shall be duly announced to the members, and nomination sought following the provision provided in Article 6.

5.2.4      The election of the Board shall take place alongside the elections for the Executive Committee, in an election year. Nominations shall be submitted for the position of ‘Board Member’.

5.2.5      The Board shall elect its own Chair, Secretary and Treasurer by January 1st of each year. This election process shall exclude the ex-officio members. The Chair shall call meetings of the Board and be responsible for orderly functioning of the Board, the Secretary shall keep minutes of the Board meetings, and the Treasurer shall manage the Trust account of the Association as directed by the Board.

5.2.6      Each Board member may serve a maximum of four years, either consecutively or with breaks in service. Members who have completed four years as Board member shall not be eligible to run for re-election or to be appointed again.

5.2.7      In case a vacancy occurs midyear, the Board-Executive Committee shall appoint an individual meeting the eligibility requirement (Article 5.2.2) for serving until the next election date.

5.2.8      The Board shall meet at least twice a year, and minutes of the meeting shall be distributed to the Executive Committee.

5.2.9      Quorum of the Board shall be three Board members and one, ex-officio member – either the President or the Treasurer.

5.2.10   Proceedings of a Board meeting shall be in accordance with Robert’s Rule (Revised Edition)

5.3       The Executive Committee

5.3.1      The Executive Committee shall consist of four Officers, President, Vice- President, Secretary, Treasurer and five additional members called Member-at-Large.

5.3.2      The Executive Committee shall have the sole authority to manage the activities of the Association.

5.3.3      The Standing Committees shall be appointed or renewed each year by the Executive Committee (a) Tamil School (shall run the Tamil School), (b) Fine Arts (shall develop music, play, dance programs), (c) Literary Forum (shall organize a forum for discussion of Tamil Literature), (d) Finance (shall develop financial resource base of the Association with coordination of the Board), (e) Publications (shall be responsible for developing a newsletter and a magazine), (f) Human Services (shall develop human service programs), (g), Sports (shall organize sports activities), (h) Tamil Library (shall develop a Tamil Library), (i) Youth Activities (shall develop programs suitable for youth) and j) Host Family (shall develop programs to host students who are new to the area).

5.3.4      The Executive Committee shall have the authority to appoint other Committees as and when found necessary for effecting function of the Association. All volunteering positions within TAGDV shall be made known to all members.

5.3.5      All Committees shall work in close association with the Executive Committee to achieve their specific goals. Programs and activities of the Standing Committees shall be carried out under the direction of the Executive Committee.

6   ELECTION AND TERMS OF OFFICE

6.1       An adult (of age 18 and above) who has been a member of the Association as of August 1st preceding the election is eligible to contest or vote for any office of the Executive Committee. Every adult member shall have a vote.

6.2       The term of office of the Executive Committee shall be for a period of two years or until their successors assume their respective offices.

6.3       The election of the incoming Executive Committee shall be conducted during the last quarter of an election year, as determined by the current joint Board-Executive Committee. The election shall be conducted online. All eligible members shall receive instructions on how to participate in the online voting process, which shall ensure security, confidentiality, and accessibility. The voting period shall be clearly defined and communicated to all members, and the results shall be announced promptly after the voting period concludes. The term of office shall begin on January 1st following the election.

6.4       The nominations shall be filed by candidates individually for a specific position (such as President, Vice-President, Treasurer, Secretary, Member-at-large, Board Member and so on) within TAGDV. Elections shall be held only for positions for which more than one candidate has filed for nomination.

6.5       The TAGDV members who occupy different positions within TAGDV shall be active members of the Association at least till the end of their term of office.

6.6       Election is to be conducted by an Election Committee of three members, appointed by Joint Board-Executive Committee. One of them will be the Chairperson. To ensure impartiality, these members must not be part of the current Board or Executive Committee. Once established, the Election Committee will function as an independent and autonomous body, free from any influence by Association members.

6.7       Members of the Election Committee shall not contest in the election. A member of the Association shall not contest for more than one position on the Executive Committee or the Board in a given year. The deadline for closure of nomination shall be one week prior to the Election Day and the deadline for withdrawal of nomination shall be three days prior to the scheduled election. Floor nomination for a position on the Executive Committee or the Board shall be admissible only in the absence of a nomination for that position. Anyone seeking a floor nomination must be physically present during the event, sign the nomination and meet the qualifications for the relevant positions announced by the Election Committee.

6.8       The primary responsibility of the Election Committee is to conduct the elections and announce the results by the specified deadline. The Election Committee has no authority to delay or withhold the announcement of results, and its duties will conclude once the results are disclosed. It shall have full rights and authority to make decisions in the best interest of the Association regarding the election process, but it will not interfere in any organizational policy matters. The Election Committee will be provided with a process to communicate with the general membership and verify eligible members for candidacy and voting, facilitated by a non-contesting member of the Executive Committee or a non-contesting Board Member.

6.9       The Election Committee will assess the ‘Good Standing’ status of candidates to determine their eligibility to run in the election, based on criteria set by the Board and Executive Committee. After announcing the results, the Election Committee will sign a letter confirming the elected winners and their respective terms and roles. If the Election Committee is unable to announce the results, an authorized non-contesting member of the Executive Committee or a non-contesting Board Member, in collaboration with the Election Committee, will take over and announce the results.

6.10    In case a vacancy occurs in the Executive Committee midyear, the joint Board–‐Executive Committee will appoint an individual meeting the eligibility requirement (Article 6) for serving until the next election.

6.11    Removal of a member elected or appointed to any position within TAGDV shall be made by the Board-Executive Committee and shall require two-thirds majority.

6.12    After completing a term, the President may not seek another Executive Committee position but may run for the Board of Trustees.

6.13    The Vice President, Secretary, Treasurer, and Members-at-Large may run for other roles within the Executive Committee or the Board of Trustees.

6.14    No individual may serve more than three terms (six years) either consecutively or with breaks in service in any Executive Committee position.

6.15    Family members may not serve simultaneously in any elected or appointed positions within TAGDV. This policy encourages leadership rotation and broader participation.

7   RESPONSIBILITIES OF THE OFFICERS OF THE EXECUTIVE COMMITTEE

7.1       President

The President

(a)        shall in general manage all activities and business of the Association. He/She shall call for and preside at the meetings of the Association and the Executive Committee.

(b)        shall, with the approval of the Executive Committee, appoint members of all standing and other committees.

(c)         shall sign all documents relating to operations of the Association’s events in the name and on behalf of the Association, except where noted as the Board’s responsibility.

(d)        shall see that all activities of the Association are properly documented and filed.

(e)        During the temporary absence of any Officer of the Executive Committee, the President shall assign the officer’s responsibilities to other members of the Executive Committee.

(f)         shall attend all Board meetings and serve as the liaison officer to the Board

7.2       Vice President

The Vice-President shall perform all duties of the President during the latter’s temporary absence and any other duties which may be assigned by the President.

7.3       Secretary 

The Secretary

(a)        shall be responsible for recording and presenting the minutes of all meetings.

(b)        shall sign and attend to all correspondence of the Association. He/She shall send all to members, notices of all meetings and functions held on behalf of the Association.

(c)         shall be the custodian of records, documents and physical assets of the  Association other than those under the jurisdiction of the Treasurer. He/She shall maintain an updated list of members and an updated list of physical assets of the Association.

(d)        shall file any certificates required by any statute, Federal or State.

(e)        shall perform such other duties as may be assigned to him/her by the President.

(f)         shall present a consolidated report of the activities of the Association at the Annual General Body Meeting.

7.4       Treasurer

The Treasurer

(a)        shall have charge and custody of and be responsible for the Operating accounts of the Association.  S/he shall set up and manage an Operating account (distinguished from Trust Account) of the Association

(b)        shall establish a bank account for the Operating funds in the name of the Association.

(c)         shall make, countersign and endorse in the name of the Association all checks, drafts, notes and other orders for the payment of money, under the direction of the Executive Committee. Checks above $500 (Five hundred dollars) shall be signed by the Treasurer and one designated Officer of the Association.

(d)        shall attend all Board meetings and facilitate capital expenditures

(e)        shall maintain records of all financial transactions from the operating account made by or on behalf of the Association in accordance with approved accounting principles.

(f)         shall present an up-to-date, audited financial report at the annual General Body meeting of the Association.

(g)        shall perform such other duties as may be assigned to him/her by the President.

8   MEETINGS

8.1       Executive Committee Meetings

8.1.1      The Executive Committee shall meet at least four times in a year.

8.1.2      The Executive Committee shall meet at the call of the President or Majority of its members.

8.2       General Body Meetings

8.2.1      The President may convene a General Body meeting anytime during the year.

8.2.2      There shall be a General Body Meeting in the last quarter of each calendar year.

8.2.3      The President should convene a General Body meeting if a majority of the members of the Association demands one.

8.2.4      Notice including the agenda of the General Body meetings shall be given to all members of the Association at least two weeks in advance.

8.3       Quorum

8.3.1      One third of the total adult members of the Association shall constitute a Quorum for a General Body Meeting.

8.3.2      A minimum of 5 members shall constitute a Quorum for the Executive Committee Meetings.

8.4       Passage of Resolutions

8.4.1      A simple majority of members present in the quorum is required for the passage of any resolution in Executive Committee, Board of Trustees and General Body Meetings.

9   DISSOLUTION

9.1       Dissolution. The Association can be dissolved by a four-fifths vote of the Members present at a General Body Meeting.

9.2       Disposition of funds upon dissolution. Upon the dissolution of the Association, assets shall be distributed for one or 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.

10     AMENDMENTS

10.1    The Board will oversee the process for amending the bylaws. The final draft must be ratified by the Board-Executive Committee before being presented to the General Body. This final draft should be distributed at least 14 days before the proposed start date for online voting. The amendment will be considered approved if it meets the quorum requirements (Section 8.3) and the resolution passage criteria (Section 8.4). Approved amendments will take effect immediately.

10.2    A member proposing an amendment shall submit in writing to the Executive Committee at least twelve weeks prior to a General Body Meeting.  The Executive Committee shall determine the worthiness of the amendment and inform the proposer of its evaluation within six weeks of receipt.  Upon finding the proposed amendment worth, the Executive Committee shall include the proposed amendment for consideration in the next scheduled General Body Meeting, subject to the prior notice requirement of 10.1.

10.3    In the event that the Executive Committee rejects the member’s proposed amendment, the member may petition in writing, signed by thirty members, to the Executive Committee, at least four weeks prior to a General Body Meeting.  Proposed amendments, in its entirety, shall be sent to the membership by the Executive Committee for consideration at the next scheduled General Body Meeting.

10.4    In the case when the Executive Committee proposes an amendment, only the prior notice requirement of 10.1 is to be satisfied.

11     INDEMNIFICATION

11.1    Any person made party to any action, suit, or proceeding by any reason of the fact that he or she, his or her testator or intestate, is or was an Officer or Board Member of the Association shall be indemnified by the Association against the reasonable expenses, including attorney’s fees actually and necessarily incurred in connection with the defense of such action, suit, or proceeding shall further be indemnified by the Association for any judgments or liabilities resulting there from. Such right of indemnification shall not be deemed exclusive of any other rights to which such officer or Board Member may be entitled under the provisions of the Corporation Law of the State to which the officer or Board member belongs.

12     PARLIAMENTARY AUTHORITY

12.1    The rules contained in the current edition of Robert’s Rules of Order (Newly Revised) shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.

 

 

Amended May 8, 2025

Amended June 18, 2011

Amended Nov 05, 2005

Original Bylaws adopted 1986-1987