CONSTITUTION

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BY-LAWS OF

KUET (KHULNA UNIVERSITY OF ENGINEERING AND TECHNOLOGY) ALUMNI OF NORTH AMERICA, INC.
New York, USA.
(Registered in the state of New York, USA-Under Section 402 of the Not-for-Profit Corporation Law)

PREAMBLE

We, the former students of Khulna Engineering College (KEC) or Bangladesh Institute of Technology, Khulna (BIT, Khulna) or Khulna University of Engineering & Technology (KUET) who lives in NORTH AMERICA, in order to form a representative platform that can achieve the objectives of uniting the KUET Alumni, promoting KUET brand in the society, and creating an environment appropriate for proper upbringing of our children, do ordain and establish the KUET ALUMNI OF NORTH AMERICA INC. on the 15th day of March, 2019 at State of New York;

Pledging that the ideals of democracy, pluralism, secularism, and equality will be practiced in running the Organization; in other words, it will be an organization where Alumni from KEC, BITK and KUET will be the source of all power;

Affirming that it is our duty to safeguard, protect, and defend this Constitution and Bylaws to maintain its supremacy in running the Organization.

The members of KUET ALUMNI OF NORTH AMERICA INC. consent to, and hereby do, adopt this Constitution and Bylaws, consisting of twelve pages, as the Constitution and Bylaws of this organization.

ADOPTED AND RATIFIED by the General Membership on this 6th day of July, 2019.

ARTICLE I: NAME, NATURE, LOCATION, DEFINITIONS

Section 1: Name
The name of this Organization, formed in the State of New York, shall be KUET ALUMNI OF NORTH AMERICA INC.

Section 2: Nature
The Organization shall be Non-profit, Non-political, Non-religious voluntary organization organized exclusively for educational, scientific, and charitable programs.

Section 3: Location
The organization shall primarily be located in The United States. Official address may vary from time to time within the State of New York and will be decided by the Executive Committee. The current address is: 170-25 Paige Ct. 3rd Floor, Jamaica, NY 11433

Section 4: Definition
“KUET ALUMNI” or “KUETians” or “KUET ALUMNI OF NORTH AMERICA Member” shall refer to the former students of Khulna Engineering College (KEC), Bangladesh Institute of Technology, Khulna (BITK) and Khulna University of Engineering and Technology (KUET) who lives, study, or work within the geographic area of North America which includes The United States, Canada and Mexico.
“Member” or “general member” or “KUET ALUMNI OF NORTH AMERICA member” or “member of the Organization” shall refer to member of KUET ALUMNI OF NORTH AMERICA as out lined in ARTICLE III.
The “Board of Trustee” or the “Board” or the “BOT” shall refer to the Board of Trustee of KUET ALUMNI OF NORTH AMERICA.
The “Chair” or the “Board Chair” or the “Chair of the board” shall refer to the Chair of the Board of Trustees.
“Board member” shall also refer to members of the Board of Trustees.
“Executive Committee” or “Executive Committee Member” or “EC Member” shall refer to member of the Executive Committee.
Section 1: Objectives
The KUET Alumni of North America, Inc is an independent, non-profit organization whose purpose is to promote the welfare of the KUETians live in North America by establishing a mutually beneficial relationship with KUET and its growing community of alumni across the globe.

  1. The KUET Alumni of North America shall provide and support alumni programs and services, facilitates communication with alumni, and seeks to strengthen alumni bonds of fellowship and professional association.
  2. The KUET Alumni of North America leverages the resources, talents, and initiatives of alumni and friends to advice, guide, advocate for and support the Association and the university in achieving their respective missions and goals. Also, shall serve as advocates for the university.
  3. It follows and coordinates activities for advancing the university’s academic, administrative, athletic, research and outreach programs.
  4. Recognize academic achievements, Professional Excellence of KUETians and their first family members residing in North America through appreciation.
  5. Do other charitable and philanthropic works as resources allow, e.g. helping KUETians in time of needs, e.g. jobs, financial hardship, funding to attend international competitions, sickness, funerals etc.; helping new KUETians to settle in; and providing occasional aid to underprivileged people of Bangladesh in education, employment, disaster relief etc.
  6. Organize social and cultural events
  7. No part of the net earnings or the assets of KUET Alumni of North America shall be used for the personal benefit of or be distributed to its members, officers, or other private persons, except that KUET Alumni of North America shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payment and distribution in the furtherance of the purpose set forth in ARTICLE II thereof.

Section 2: Mission

“PROMOTE THE WELFARE & ESTABLISH A MUTUALLY BENEFICIAL RELATIONSHIP BETWEEN KUETIANS WHO LIVE IN NORTH AMERICA ALONG WITH THE UNIVERSITY, ITS ALUMNI AND CURRENT STUDENTS OF KUET”.

ARTICLE III: MEMBERSHIP

Section 1: Eligibility for Membership

Application for member ship shall be open to all KEC, BITK and KUET students who live in North America. Membership is reviewed and approved by EC upon receipt of a completed membership application and applicable fees (if any).

Section 2: Membership Fee/Annual Dues

Membership shall be for one year from January 1st to December 31st. The amount required for membership/annual dues shall be determined by Board of Trustees, unless changed by the majority vote of the members at a bi-annual general meeting. Annual membership renewal or new membership can be done year-round but annual membership renewal cutoff date shall be 30th September of election year to vote and contest for a position of BOT or EC. BOT can extend this cutoff date for 15 days if required. Continued membership is contingent upon being up-to-date on membership dues. A member must keep updating his/her addresses and contact information throughout his/her membership tenure.

Section 3: Rights and Benefits of Members

The rights and benefits of the members of KUET ALUMNI OF NORTH AMERICA are as follows–
  1. Members are eligible to run for Trustee at the Board of Trustees and Executive Committee;
  2. Members shall elect Board of Trustees and Executive Committee as stated in Article V;
  3. Members may enjoy events as offered time to time at a discounted price than non-members;
  4. Members shall ratify these Bylaws and any amendments;

SECTION 4: RESIGNATION AND TERMINATION

  1. Any member may resign by filing a written resignation to the President of the EC. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
  2. A member can have his/her membership terminated by two-thirds majority vote of the Board of Trustees and the Executive Committee if it is justified that the member is breaching the Constitution and Bylaws of the organization, and/or acting against the interest of the organization, and/or involved in subversive activities.

ARTICLE IV–MEETINGS OF MEMBERS

Section 1: Biennial General Meetings (BGM)

A biennial general meeting of the members shall take place in a date specified by the Board of Trustees. At the biennial general meeting, the members shall receive reports on the activities of the organization, determine the direction of the organization for the coming years, and vote on any amendment to the Bylaws placed for ratification.

Section 2: Extraordinary General Meetings (EGM)

Extraordinary General Meetings may be called by the simple majority of the Board of Trustees. A petition signed by 30% of general members to BOT may also call an EGM.

Section 3: Notice of Meetings

Biennial General Meeting notice shall be given to each member, by mail or email or both, not less than two weeks prior to the meeting. Extra ordinary General Meeting notice shall be given to each member, by mail or email or both, not less than one week prior to the meeting.

Section 4: Quorum

The general members present at any properly announced meeting along with at least three BOT members, 50% of the of the EC members including President or General Secretary shall constitute a quorum.

Section 5: Voting

Unless otherwise in dictated in these Bylaws, all issues that are not in conflict with this Constitution shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V: STRUCTURE OF ORGANIZATION

The organization shall be structured and operate through the following levels of committee,

  1. Board of Trustees (BOT)
  2. Executive Committee (EC)

ARTICLE VI: BOARD OF TRUSTEES (BOT)

Section 1: BOT Size, Role, and Compensation

There shall be five Elected Trustees in the board. This number may be increased or decreased by a two-thirds majority vote of the members attending at a Biennial General Meeting or Extra ordinary General Meeting. All Trustees shall have same rights and privileges. The board is responsible for overall policy and direction of the Organization, formulation of detail guidelines in light of these Bylaws, formation of Election Commission, and overseeing the activities of the Executive Committee. The day- to-day operations of the Organization shall be run by the Executive Committee as outlined in Article VII. The board may create committees as needed for special assignments, e.g. event management, public relation, fundraising, publication etc. The board receives no compensation other than reasonable expenses to conduct the activities of the organization.

Section 2: Terms

All board members shall have two-year term from July 01 to June 30. The term of the Chair shall be one year. At the end of each year, there will be a new Chair.

Section 3: Meetings and Notice

The board shall meet at least twice a year, at an agreed upon time and place. An official board meeting requires that each board member have written notice two weeks in advance. A notice sent through the mail or email will be considered as written notice. Unless otherwise indicated in these Bylaws, all issues that are not in conflict with this Constitution shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 4: Quorum

A quorum must be attended by at least two-thirds of the board members for business transactions to take place and motions to pass.

Section 5: The Chair of BOT

There shall be a Chair of the BOT. Duties of the Chair include convening and presiding regularly scheduled board meetings; convening and presiding biennial general meetings and extraordinary general meetings. There shall be a two-member panel from amongst the board members who will preside over the board meetings, BGM and EGM in the absence of the Chair according to the order of precedence.

SECTION 6: BOT ELECTIONS

  1. Election Commission: The board will form an election commission well ahead of the end of tenure of current board. The commission shall consist of any odd numbers but no more than five members consisting with a Chief Election Commissioner and rests are Election Commissioner. The Commission shall conduct elections for trustees. Elections shall be held between the period of 1st November and 31st December of the election year to elect the BOT for the next term. The decision of date and time of election shall set from a combined Board of Trustee (BOT) and Executive Committee (EC) meeting. The exact date and time of election shall announce at least two weeks prior to the date of election.
  2. Qualification of Trustees: All candidates for trustee positions must be a current member of the Organization as defined in Article III, must maintain at least two consecutive year’s continuous membership prior to election.
  3. Election Procedures of Trustees: The elected trustees shall be chosen directly by the voting members of the organization. To be eligible to vote, a member must pay membership dues by September 30th of the election year. If there is a tie for the last position, the last trustee will be chosen by lottery. If the number of interested candidates is less than or equal to number of available positions, all of the candidates shall be automatically elected. If there is more than one candidate for elected trustee position election shall be conducted by secret ballot through email or mail or in person decided by the election commission.
  4. Selection of Board Chair: In the very first board meeting, each trustee will propose a name in a secret ballot from amongst the trustees. The Election Commission will then create a list based on the number of votes received by each candidate. The trustee who gets the highest votes shall be the Chair for the first year. Among the trustees who will get the second highest votes shall be the Chair for the second year. If there is a tie, the Chair shall be chosen by lottery. In this process, if a trustee declines to take the position of Board Chair or resigned from the board, it will be offered to the next trustee in order of their received votes. The two-member panel stated in SECTION 5 of ARTICLE VI shall be selected in order of their received votes.

Section 7: Resignation, Termination, Absences and Vacancies

Resignation from the board must be in writing and received by the Chair and approved by BOT. A board member can be terminated from the board due to excessive absences, more than two unexcused absences from board meetings in a year. A board member can be removed if it is justified that the member is breaching the Constitution and Bylaws of the organization, and/or acting against the interest of the organization, and/or involved in subversive activities by a three-fourths vote of the remaining trustees. Vacancy caused by Trustees shall be filled by following procedure described in Section 6 of Article VI.

Section 8: Special Meetings

Special board meetings shall be called upon the request of the Chair, or one-third of the BOT. Notices of special meetings shall be sent out by the Chair to each board member at least one week in advance.

ARTICLE VII: EXECUTIVE COMMITEE (EC)

Section 1: Executive Committee Size, Role and Compensation

The Executive Committee consists of President, Vice President, General Secretary, Treasurer, Organizing Secretary, Cultural & Sports Secretary and 3 Executive members. This number may be increased or decreased by a two-thirds majority vote of the members attending at a general or special meeting, provided the total number shall never be more than eleven (11). The executive committee is responsible for day-to-day operations of the Organization within the powers granted to them in the by-laws, organizing KUET ALUMNI OF NORTH AMERICA events, and any assignment specified by the board. All EC members shall have the same voting power in the decision-making process of the EC meeting. The EC shall take decisions by simple majority. Executive Committee shall be accountable to the BOT. The EC receives no compensation other than reasonable expenses to conduct the activities of the organization.

Section 2: Term of Executive Committee (EC)

The EC term shall be two years from January 01 to December 31. Each individual EC member except the President may be re-elected for any number of terms. The President shall not be elected consecutive two terms and may be re-elected another term after a gap of one term and so on. The election of the EC shall take place between the period of October 1st and December 31st of the election year. In case of unforeseen situations, if elections are not held by December 31, the tenure of the EC shall extend by one month. For further extension BOT’s consent shall be required.

Section 3: Meetings and Notice

The Executive Committee shall meet at least quarterly or as often as needed to conduct business, at an agreed upon time and place. General Secretary upon email approval from the President/Majority of the EC members shall call the EC meeting serving a notice (email/mail) at least three days in advance. Emergency EC meeting may be called by the President/General Secretary upon written request from majority of the EC members with a short notice (24 Hours). Unless otherwise indicated in these Bylaws, all issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 4: Quorum

A quorum must be attended by at least two-thirds of EC members for business transactions to take place and motions to pass.

Section 5: Duties &Responsibilities of Officers of Executive Committee (EC)

Duties and responsibilities of Officers of Executive Committee are as follows

a. The President shall convene and chair EC meeting. In absence of President, his/her duties will be performed by the members of the Executive Committee in the following order: Vice President, General Secretary. President shall sign, with the General Secretary and/or any other EC member authorized by the EC, all deeds, mortgages, bonds, contracts, or other instruments which the BOT and/or EC has authorized to be executed in BOT meeting or EC meeting or BGM or EGM. President shall also responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out board meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. He/She shall prepare an annual report for the BGM. He/She shall be one of the signatories of KUET ALUMNI OF NORTH AMERICA’s bank account.

b. The Vice President shall assist the President for his/her works and responsibilities for the organization. In absence of President he acts as the President of the organization and performs all duties done by President.

c. The General Secretary shall be responsible for update and keeping records of EC actions, including membership documents & any other documents required by law, taking of minutes at all EC meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each EC member, and assuring that BOT & EC records are maintained. He/She shall prepare an annual report for the EC. Secretary shall perform the duties of President in absence of the President and Vice-President. He/She shall be one of the signatories of KUET ALUMNI OF NORTH AMERICA’s bank account.
d. The Treasurer shall receive and be the custodian of the funds of KUET ALUMNI OF NORTH AMERICA. He/She shall make a complete financial report for the Bi annual general meeting. He/She shall maintain an accurate and current record of all receipts and disbursements of funds. Treasurer shall deposit all funds received on behalf of KUET ALUMNI OF NORTH AMERICA in the bank account, prepare a financial statement within 30 days of a KUET ALUMNI OF NORTH AMERICA sponsored program or function. He/she shall prepare annual budget and annual tax returns for BOT and EC approval, help develop fundraising plans, and make financial information available to BOT and EC. He/She shall be one of the signatories of KUET ALUMNI OF NORTH AMERICA’s bank account.

e. The Organizing Secretary shall be the liaison among the Members, BOT, EC, and special committees formed for organizing, cultural, sporting, and other related social and philanthropic activities.

f. Cultural & Sports Secretary shall plan, prepare budget for cultural, sporting, social & philanthropic activities. He will be the key person to execute cultural, sporting, social & philanthropic activities approved by BOT and/or EC.

g. Executive Members shall perform such tasks as are delegated to them by the Executive Members and the EC. They shall attend the meetings of the EC and participate in all its activities.

Section 6: Executive Committee Elections

a. Qualification of Executive Committee: All members of EC shall be from the current members of the organization as defined in Article III, must maintain at least two consecutive year’s continuous membership prior to election.

b. Election Procedures of Executive Committee: The board will form an election commission well ahead of the biennial general meeting. The commission shall consist of any odd numbers but no more than five members consisting a Chief Election Commissioner and rests are Election Commissioners. The Commission shall conduct elections for Executive Committee. Elections shall be held between the period of 1st November and 31st December of the election year to elect the EC for the next term. The decision of date and time of election shall set from a combined Board of Trustee (BOT) and Executive Committee (EC) meeting. The exact date and time of election shall announce at least two weeks prior to the date of election. The Executive Committee shall be chosen directly by the voting members of the organization. To be eligible to vote, a member must pay membership dues by September 30th of the election year. If there is a tie for any position of EC, will be chosen by lottery. If there is more than one candidate for an EC position election shall be conducted by secret ballot through email or mail or in person decided by the election commission. In the event no interested candidate is found for President or Vice President or General Secretary or Treasurer or Organizing Secretary or Cultural Secretary positions shall be filled from Executive Member in a properly called BOT meeting on the basis of decision of the majority of BOT.

Section 7: Resignation, Termination and Vacancies

Resignation from the Executive Committee must be in writing and received by the President and approved by the EC. An EC member can be terminated from the EC due to excessive absences, more than two unexcused absences from EC meetings in a year. An EC member can be removed from the committee by a three-fourths vote of the remaining EC members if it is justified that the member is breaching the Constitution and Bylaws of the organization, and/or acting against the interest of the organization, and/or involved in subversive activities. Vacancy caused by President, Vice President, General Secretary, Treasurer and Organizing Secretary, Cultural Secretary positions, BOT shall select from the Executive Committee. Vacancy caused by Executive Member positions, BOT shall select from interested general members.

ARTICLE VIII: FINANCE

Section 1: Fund

The source of fund for KUET ALUMNI OF NORTH AMERICA shall be as follows:

a. Regular monthly/quarterly/yearly contributions of members as suggested by the BOT/EC.

b. Additional income may be derived from such sources as contributions, donations, expositions, fund raising, and educational programs conducted in accordance with KUET ALUMNI OF NORTH AMERICA policy, and sponsored by BOT/EC.

c. Voluntary contributions from individuals and organizations.

Section 2: Financial Administration

a. The first fiscal year of the organization shall begin on Registration date March 15, 2019 and end of the 31st December of same year and thereafter, fiscal year of the organization shall be from January 01 to December 31 of each year.

b. The Executive Committee shall maintain a Bank Account in the name of ‘KUET Alumni of North America, Inc.’ within the United States. All the monetary income of the Corporation shall be deposited in this bank. All transactions related to the operation of the Corporation will be conducted through this Bank account.

c. The President and Treasurer shall sign all checks or draft of the Corporation. In case of unavailability of either the President or Treasurer, General Secretary of EC shall co-sign the check.

d. All expenditure of the organization shall be budgeted yearly and approved by the EC. Any shortfall or excess must be reported to the EC for decision.

e. Proper receipts shall be submitted by a member of BOT or EC or KUET ALUMNI OF NORTH AMERICA for reimbursement of any expense incurred by him/her on behalf of KUET ALUMNI OF NORTH AMERICA. prior EC approval shall be required for issuance of check over a limit of $2,000.00 (Two thousand dollar).

f. By January 31st Treasurer shall submit the annual income and expenditure report to the EC with a copy to the BOT Chair. When deemed necessary by the BOT, Annual Financial Statement shall be audited by an auditor appointed by the EC before submission to the IRS. The EC shall also present the Annual Financial Statement to the BGM.

ARTICLE IX–INDEMNIFICATION

The organization shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, secretary, trustee, or employee of the organization against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the organization; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of trustees who are not at that time parties to the proceeding.

The indemnification provided here under shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification here under. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This Article constitutes a contract between the Organization and the indemnified officers, trustees, secretaries, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, secretaries, trustee, or employee under this Article shall apply to such officer, secretary, trustee, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE X – AMENDMENTS OF BYLAWS

These by laws may be amended when necessary by two-thirds majority of the Board of Trustees along with simple majority by the membership. Amendments shall not conflict with the spirit stated in PREAMLE and MISSION STATEMENT.

The Bylaws should be reviewed at least once every two years for its effectiveness and suitability. In this case, the board may form a Bylaws Review Committee. The Bylaws Review Committee, at the direction of the board, will prepare, revised Bylaws and submit it to the board. In addition, any general member of KUET ALUMNI OF NORTH AMERICA can propose amendments to these Bylaws. Any such proposition must be submitted to the President. Upon receiving any proposition, the President shall include it with regular board announcements and sent it to the trustees at least 2(two) weeks prior to the board meeting. To progress any proposition to the membership for ratification, two-thirds majority of the board is required. If a proposition gets the required two-thirds majority of the board, the board/President will put up the proposition for affirmative or negative vote in the next biennial or extraordinary general meeting of full membership. If necessary, voting by the membership can be obtained through mail or email. In this case, the time between the date of issuance and announced deadline shall be at least 3(three) weeks. A simple majority of the responding general members (more affirmative votes than negative votes) is required for final ratification.

ARTICLE XI: DISSOLUTION

Section 1: Method of Dissolution

The Board of Trustees (BOT) shall be responsible for carrying out the dissolution process in a manner satisfactory with state and federal authorities.

Section 2: Criteria for Dissolution

A majority of three-forth (3/4) of all the members of the Board of Trustees and EC of the Corporation on the record on any given day can decree the dissolution of the organization for a person and a cause. The decree must be approved by the three-quarters majority of the combined BOT and EC meeting specially called for such purpose. A meeting called for the dissolution must have at least 50% of the members present. The 50% quorum requirement will not be waived if the meeting is postponed due to lack of quorum. Failure of approval by the combined meeting automatically removes all members of EC and a new election will be called.

Section 3: Disbursement of Organization Assets

Upon dissolution of the Corporation, all the proceeds, after payment of all outstanding debts, shall be donated to a bona-fide, nonprofit, nonreligious, and charitable Corporation registered under Section 501(C)(3) of the Internal Revenue Code. Laws of State of New York will get precedence in disbursing assets.

Any such assets not so distributed, shall be distributed by the County Court of the County in which the registered office is located, to another Corporation that in the judgment of the court shall best accomplish the purposes that are consistent with the purposes for which the Corporation was formed.

ARTICLE XII-MISCELLANEOUS

SECTION 1: BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its BOT & EC, a record of all actions taken by BOT & EC without a meeting, and a record of all actions taken by Articles of Incorporation and the Constitution and Bylaws as amended to date.

SECTION 2: CONFLICT OF INTEREST

The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any trustee, secretary, officer, employee, affiliate, or member of a committee with board-delegated/powers.

SECTION 3: NON-DISCRIMINATION POLICY

KUET ALUMNI OF NORTH AMERICA shall abide by Federal and State non-discrimination laws and policies. KUET ALUMNI OF NORTH AMERICA does not and shall not discriminate on the basis of religion (creed), gender, age, disability, marital status, color, sexual orientation, or military status, in any of its activities or operations. KUET ALUMNI OF NORTH AMERICA shall promote a pluralistic society. If requested, KUET ALUMNI OF NORTH AMERICA will provide reasonable accommodation to its members, guests, and employees in any of its activities, events, or operations.

Section 4: Clarification of Ambiguity in the By-laws

In case of an ambiguity regarding the interpretation of any provisions of By-laws or possible conflict between two or more provisions of By-laws, the Board of Trustees (BOT) shall clarify the ambiguity and resolve the conflict.

THE END