BY-LAWS
BHINDESHI BENGALI COMMUNITY OF GREATER SEATTLE

Adopted: 2016
Last Amended: December 13, 2025

This document represents the consolidated Bhindeshi By-Laws incorporating all amendments approved through December 13, 2025.

ARTICLE I: ADDRESS

The official address of the Association shall be the permanent Bhindeshi Mailbox address. This address shall serve as the Association’s mailing address for all official correspondence, legal documents, and administrative purposes. The Executive Committee may update the mailbox address as needed, with appropriate notification to the membership and relevant agencies.

ARTICLE II: PURPOSE

This Corporation is organized exclusively for charitable, educational, and cultural purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the Corporation shall inure to the benefit of any private individual, and the Corporation shall not participate in or intervene in any political campaign or engage in substantial lobbying activities.

The primary purposes of this Corporation include:

• Promoting and preserving Bengali culture, language, and heritage through educational, literary, and cultural programs.
• Producing and distributing cultural and literary works, including print and digital publications.
• Providing Bengali language education through classes, workshops, and learning resources.
• Creating youth and family engagement opportunities that foster cultural awareness and community connection.
• Encouraging volunteerism and community involvement to support collective well-being.
• Organizing cultural and educational events, including performances, workshops, and annual celebrations.
• Collaborating with other 501(c)(3) organizations to advance charitable and cultural goals.
• Engaging in lawful activities necessary to further these purposes under Section 501(c)(3).

ARTICLE III: MEMBERSHIP

Any person interested in Bengali Culture and Heritage and of 18 years of age and above irrespective of cast, color, creed, race or any national origin, can join the Association. Membership must be renewed annually through the payment of annual dues. . . The amount of annual dues would be prorated based on the number of events remaining in the calendar year. All members shall agree to comply with the Constitution and By-Laws of the association.

There would be 2 kinds of membership

Family - A family is assumed to consist of a husband, a wife and dependent children and hence is entitled to two (2) votes in the matter of the Association.

Single (with or without minor dependents) – A single member is assumed to consist of an adult over 18 years of age and may or may not have dependents and hence is entitled of one (1) vote in the matter of the association.

ARTICLE IV: EXECUTIVE COMMITTEE

The Executive Committee, hereinafter called the Committee shall be responsible to fulfill and promote the Mission and Objectives of the Association. It will be the responsibility of the Committee to raise enough funds through collection of membership payment dues, conducting fund raising events, collecting funds from corporate & individual sponsors, and by other means as legally allowed for a non-profit charitable organization, to meet the annual expenses.

1. Executive Committee Composition

The General Body shall elect the President, the Vice-President, the Secretary, the Treasurer, and a minimum of 10 (ten) General Members of the Executive Committee at the Annual General Body Meeting. All candidates for election must be members in good standing.

2. Eligibility for Office Bearers

To be eligible for election to the positions of President, Vice-President, Secretary, or Treasurer, a member in good standing must have completed at least two (2) years of service as an Executive Committee member in any capacity since the incorporation of Bhindeshi as a non-profit organization in 2016.

3. Authority to Propose Adjustments to Executive Committee Size

The current Executive Committee shall have the authority to assess the operational and organizational needs of Bhindeshi and to propose amendments to the composition and structure of the Executive Committee. Such amendments may include, without limitation, the creation or elimination of specific Executive Committee roles, and the adjustment—whether by increase or decrease—of the total number of Executive Member positions.

4. Requirement for General Body Approval

Any proposed modification to the number of Executive Committee Member positions shall be presented to the General Body and shall take effect only upon approval by a majority vote at the next duly convened General Body Meeting.

5. Modification of Executive Committee Role Structure

In conjunction with this amendment, the current Executive Committee proposes the removal of the following designated Executive Committee role: Picnic & Sports Executive Committee Member.

The Executive Committee further proposes the addition of the following designated role: Corporate Matching Executive Committee Member, who shall be responsible for administering corporate matching programs, sponsorship initiatives, and related fundraising activities on behalf of the Association.

The Executive Committee shall meet no less than four times a year. Any member of the committee who absents himself/herself from two consecutive meetings without informing the Secretary of the reasons of his/her absence shall not be considered as a committee member in good standing.

The Executive Committee shall carryout the policies and programs formulated for the Association.

The Executive Committee shall prepare an annual budget each year.

The Executive Committee, within the approved budget, is authorized to give donations, grants, aids etc. for educational, social, medical and humanitarian purposes.

All the decisions in the meetings of the Executive Committee shall require a majority vote of the committee members present and voting.

The Executive Committee shall appoint a new member for the remaining term in case a vacancy occurs.

The outgoing Committee shall hand over all documents, funds and inventories to the newly formed Committee at a joint meeting of the two committees.

The Federal EIN would be associated with the responsible Executive Committee member of the incoming committee for the specific term wherein they would remain in charge and it would be his/her responsibility to file necessary returns as appropriate to the IRS.

ARTICLE V: DUTIES OF THE OFFICERS

The duties, authorities, expectations, and performance standards of the Office Bearers (President, Vice-President, Secretary, and Treasurer) and all additional members of the Executive Committee (“EC”) shall be further defined in a formally adopted document titled “Roles & Responsibilities for Bhindeshi Office Bearers and Executive Committee Members” (the “Roles & Responsibilities Document”).

The Roles & Responsibilities Document shall describe the operational, managerial, administrative, financial, cultural, and community responsibilities of:

• the Office Bearers (OB Team); and
• the Executive Committee (EC).

All members of the Executive Committee are required to comply with the Roles & Responsibilities Document as adopted and in effect from time to time.

The Roles & Responsibilities Document, and any amendments thereto, shall be approved in accordance with the amendment procedures set forth in these By-Laws and shall not supersede or conflict with these By-Laws. In the event of any inconsistency, these By-Laws shall prevail.

Member Reference: The document referenced in Article V, titled Roles & Responsibilities for Bhindeshi Office Bearers and Executive Committee Members , is maintained separately and published on the Bhindeshi website.

If the office of President, Vice-President, Secretary or the Treasurer becomes vacant; the Executive Committee shall appoint one of its members to the vacant position for the remaining term of the Executive Committee.

All officers shall deliver to their successor all official materials within two weeks of election on joint meeting of the incoming and outgoing Executive Committee.

Fiscal responsibility shall be shown by the Executive Committee in so far as not reducing the surpluses handed to them when they take office. If the surplus amount is reduced by more than 10% (ten percent) at the end of the year and not approved by the General Body of the Association within the tenure of the Executive Committee, the office bearers of the Executive Committee shall render them ineligible to contest for office for the next three (3) years. (All numbers need to be discussed)

ARTICLE VI: ELECTIONS AND GENERAL BODY

An annual meeting of the General Body shall be held on the date and place decided by the Executive Committee to conduct the following business before the end of the business year to review the following:

• Progress Report by the President
• Financial statement by the Treasurer
• Election of the Committee members
• Any old business
• Any new business

Election of the Committee Members

• All nominations shall be filed and confirmed with the Secretary of the Association at least seven (7) days before the election date.
• All elections shall be by majority vote of the members present in the meeting and voting. Only members in good standing for at least thirty (30) days prior to the election date will be eligible to vote.
• The President or his/her nominee shall act as an Election Officer to conduct the election. All disputes shall be resolved by the Election office.
• In case of nominations not sufficient in numbers, the current Executive Committee will nominate new members from the general body for the selection at the general meeting.
• The proposal(s) for inclusion of additional items on the Agenda of the General Body Meeting shall require endorsement of at least twenty (20) members.
• At least fifteen (15) days' notice indicating the date, time, place and the agenda of the meeting shall be given to the members.
• In special cases, the Secretary, in consultation with the President, may call a short notice meeting of the General Body to discuss important issues.
• If twenty (20) or more members send a written request for convening a special meeting of the General Body, specifying the issues/questions to be discussed, the Secretary shall comply with the request within a period of thirty (30) days.
• All general body meetings shall be presided by the President or his/her nominee. (All numbers need to be discussed)

ARTICLE VII: BUDGET AND FINANCE

The financial year of the Association shall begin on January 1st and end on December 31st.

A yearly financial summary report shall be presented to the members at the General Body meeting. Audit reports shall be available by April 30th of the next year for examination by any member in good standing.

Annual plans and budget shall be prepared and approved by the Committee and the Treasurer, respectively by no later than February 28th. The plans and the budget shall include events planned for January and February of the next year.

The Committee shall maintain, store and archive all financial records of the Association. Up-to-date records and registers of the Association shall be handed over to the next Committee at its first meeting.

Audit: The Committee may appoint a Certified Public Accountant or nominate an Audit Team from within the membership as per the IRS regulations. The Committee shall make all the books and records available to the Audit Team or the Certified Public Accountant and shall submit an audit report once a year.

ARTICLE VIII: CHECKS AND BALANCE

A No-Confidence resolution can be moved against the member(s) of the Committee provided such a resolution is presented with the written endorsement of at least X members in good standing and is discussed in the General Body meeting to be called within thirty (30) days of such a notice. Such a resolution shall require for its passage, the support of 2/3 majority of the members present and voting.

The Association has the right to remove from its membership any individual whose activities are considered detrimental to the interest of the Association. Such expulsions shall be discussed in the General Body meeting to be called within thirty (30) days of such a notice. Such a resolution shall require for its passage, the support of 2/3 majority of the members present and voting. The appropriate procedures, affording full opportunity to the individual(s) concerned to be heard, shall be followed.

The Committee may censure one of its own members with 2/3 rd. majority of the Committee members present and voting. If the matter cannot be resolved in the Committee meeting, the Committee shall call a General Body meeting to resolve the matter.

ARTICLE IX: CONFLICT OF INTEREST

Definitions

An ‘Interested Person’ shall include any office holder or member of a committee with governing board delegated powers. In addition to financial interests, any person currently serving in an Office Bearer (OB) or Executive Committee (EC) role in another cultural organization shall be deemed ineligible to hold an OB or EC position in Bhindeshi. This restriction applies to avoid potential conflicts of loyalty, divided attention, or competing organizational priorities.

Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Procedures

1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

3A. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

3B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3C. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

3D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

4A.If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

4B. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE X: GENERAL

Assets and liabilities of the Association shall be administered by the Committee. No Committee member shall be personally responsible for any liability (ies) of the Association, if incurred in the best interest of the Association.

Voting: All the general matters unless otherwise specified, shall be adopted by a simple majority.

The presiding officers in all organs of the Association shall have the right to exercise an additional vote to break a tie, if necessary.

Quorum: The quorum for the Committee meetings shall be fifty percent (50%). For the General Body meetings, the quorum shall be ten percent (10%) of the total voting members. In any meeting if the quorum is not met, the presiding officer shall adjourn the meeting and schedule the meeting within two weeks thereafter. The next meeting shall not require any quorum.

Meetings: The General Body meeting shall be held at least once a year to appraise the members of the progress and problems of the Association.

Certain cases and situation may arise, regarding which specific provisions do not exists in this text. Such cases and situations shall be dealt with in accordance with generally accepted democratic principles.

Dissolution: The Association may be dissolved with the approval of a majority of the general membership. The committee shall be responsible for the actions necessary to accomplish this. The dissolution process would adhere to the guidelines specified in the Article of Incorporation.

ARTICLE XI: FINANCIAL GOVERNANCE, TRANSPARENCY, AND ACCOUNTABILITY

Financial Reporting and Disclosure

The Executive Committee (“EC”) shall prepare and present quarterly financial reports to the General Body. Such reports shall include, at a minimum:

• Statements of revenues and expenditures;
• Budget-to-actual comparisons;
• Current reserve balances and outstanding liabilities; and

Quarterly financial reports shall be prepared and distributed to the General Body within a reasonable time following the close of each fiscal quarter. In the event that such reports are to be presented for review, discussion, or approval at a General Body Meeting (“GBM”), the reports shall be provided to all members of the General Body not fewer than seven (7) days prior to the date of the meeting, to allow sufficient time to review and consideration.

Approval of Significant Financial Commitments

The Executive Committee (‘EC’) shall not authorize or undertake any of the following actions unless and until such matters have been presented to and approved by the General Body:

• Authorize any new event, project, or initiative involving material financial exposure;
• Authorize any capital expenditure or financial commitment exceeding Five Thousand Dollars ($5,000), unless prior approval of the General Body has been obtained;
• Undertake any action reasonably expected to materially affect the organization’s financial condition or reserves.

Financial Deficit Definition

Fiscal responsibility requires that the Executive Committee not reduce the surplus handed to them at the start of their tenure. Any reduction exceeding 10% at the end of the financial year, without General Body approval obtained within the EC’s tenure, constitutes a material financial deficit and triggers accountability provisions under the by-laws.

Financial Planning, Budgeting, and Reserves

The Executive Committee shall approve an annual budget based on realistic income and expense estimates. The Executive Committee shall manage the organization’s funds carefully and responsibly, monitor financial performance throughout the year.

Standard of Conduct and Accountability

The Executive Committee shall discharge its duties in good faith, with due care, and in a prudent manner, exercising the judgment of an ordinarily reasonable person under similar circumstances, and acting in the best interests of the organization in compliance with these By-Laws and applicable law.

General Body Oversight Section

In the event of financial irregularities, material adverse variances, significant financial risk, or a material financial deficit, the General Body may review the circumstances and determine appropriate accountability measures for the responsible Office Bearers, including requiring an independent external review or obtaining professional advice.

Construction and Authority

These provisions are designed to enhance financial stewardship, transparency, and accountability while preserving the General Body's authority as the ultimate oversight body of the organization.

AMENDMENT HISTORY

December 6, 2025 – General Body Meeting

• Article I – Address amended.
• Article II – Purpose amended.
• Article IV – Executive Committee structure updated.
• Article V – Duties of Officers replaced to incorporate the Roles & Responsibilities Document.
• Article IX – Conflict of Interest expanded to include non-financial conflicts.

December 13, 2025 – Follow-up General Body Meeting

• Article XI added – Financial Governance, Transparency, and Accountability.