Constitution and By-laws
ARTICLES OF INCORPORATION
FEDERATION OF BANGLADESHI ASSOCIATIONS IN NORTH AMERICA
Article I: Name
Section 1: The name of the corporation shall be FEDERATION OF BANGLADESHI ASSOCIATIONS IN NORTH AMERICA. The abbreviated name shall be FOBANA.
Article II: Definition of the Organization
Section 1: FOBANA shall be a non-profit, non-political, non-religious and non-discriminatory corporation which was established in 1987.
Section 2: FOBANA shall be organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of 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.
Article III: Goals and Objectives
Section 1: The objectives of FOBANA shall be but not limited to:
a. Organize periodic Bangladesh Convention in North America. This period shall be determined by the By-Laws of the corporation.
b. Assign responsibility and provide guidance to a member organization to organize convention in North America.
c. Organize activities to create awareness to help fight discrimination and prejudice against people of Bangladeshi origin in North America.
d. Strengthen ties between North America and Bangladesh.
e. Be the central contact point of Bangladeshi organizations in North America.
f. Promote ethnic Bangladeshi culture enriching the multiethnic traditions of the communities living in North America.
g. Work towards protecting interest of people of Bangladeshi origin especially women, seniors and alumni and assist them on social issues through member organizations.
h. Promote participation of youths in social, cultural, educational and scientific activities in North America and Bangladesh. Encourage and assist the youths for future leadership role.
i. Promote and assist NRB Investment and business opportunities in USA, Canada and Bangladesh.
j. Promote charitable activities and conduct such programs, but not limited to, the power to accept money or property, whether real or personal, or any interest wherever situated and making of distributions to organizations that qualify as exempt organization under Section 501 © (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
k. No substantial part of the activities of this corporation shall consist of carrying on 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.
l. No part of the net earnings of this corporation shall inure to the benefit of, of be distributable to, its members, directors, officers, or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make distributions in furtherance of the purposes set forth in these articles.
m. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
n. All references to sections of the Internal Revenue Code shall include such sections as of the date hereof and the corresponding section of any federal tax code.
Article IV: Membership
Section 1: The Corporation shall have members who subscribe to the above objectives and abide by the provisions of the Articles of Incorporation and the By-Laws, and pay membership dues.
Section 2: Members shall have the right to vote, contest elections, and hold office.
Section 3: The Corporation reserves the right to deny membership to any organization who is considered to have not met the requirements outlined in the Articles of Incorporation and the By-Laws or have been involved in any activity detrimental to the Corporation's interest.
Article V: Organization
Section 1: The General Body of the corporation shall meet at least once a year to elect the officers of the Executive Committee following the guidelines outlined in the By-Laws of the corporation.
Section 2: “The Executive Committee of the Corporation shall include at least 21 but no more than 25 members as the Office Bearers. There shall be one (1) Chairperson, one (1) Vice Chairperson, one (1) Executive Secretary, one (1) Joint Executive Secretary, one (1) Treasurer, (7) seven Outstanding Members, and at least (9) nine, but no more than (13) thirteen Member Organizations.”
Article VI: Management
Section 1: The Executive Committee shall manage the activities and affairs of the corporation. The activities and business of the corporation shall be managed and conducted in accordance with provisions of its By-Laws, provided the By-Laws are not inconsistent with the provisions of these Articles of Incorporation or contrary to the Laws of the USA or Canada.
Section 2: Detail explanation of terms mentioned in the Constitution shall be provided in the By-Laws. If a detail explanation is not provided for a particular term in the By-Laws, then the decision taken by a simple majority of the Executive Committee shall prevail.
Section 3: The office bearers of the Executive Committee shall be responsible for the preservation and safe keeping of basic documents pertaining to the corporation and for maintaining books of minutes and other operational records.
Section 4: The FOBANA general body shall elect host organization for FOBANA convention. In the case of the emergency or unavoidable circumstances or inability of the host elect organization, FOBANA Executive committee shall elect a new host organization or itself for the FOBANA convention.
Article VII: Amendment Process
Section 1: The constitution can be amended by following the guideline stated in the By-Laws of the corporation.
Article VIII: Indemnification
Section 1: The corporation shall indemnify any member of the Executive Committee, Office bearer, former member of the Executive Committee or any person who may have served at its request against expenses actually incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such member or office bearer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.
Article IX: Tenure
Section 1: The tenure of the Executive Committee shall end on the day of the termination of FOBANA Convention immediately after the new committee is sworn in and take over the charge from the outgoing Executive Committee.
Section 2: The tenure may be extended depending on the hosting of FOBANA Convention.
Section 3: The fiscal year of the corporation shall be from January 1 to December 31.
Article X: Dissolution of the Organization
Section 1: 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. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.
Section 2: Provisions for the regulation of the internal affairs and the distribution of the final assets upon dissolution of the corporation shall be set forth in the By-Laws of the corporation.
Article XI: Address
Section 1: The address, including street and number of the initial registered office of the corporation is 1090 Vermont Avenue, N. W,. Suite 190, Washington, DC 20005 and the name of the initial registered agent at such address is National Registered Agents, Inc.