Emails

1. ARTICLE III : BOARD OF DIRECTORS

(a) Section 8 : Quorum

QUOTE : .....but if less than a majority of Directors are present at any

meeting, a majority of Directors present may adjourn the meeting from time

to time without further notice. UNQUOTE

Action required from above is unclear . Please check if there is a error

in sentence construction or something is missing .

(b) Section 12 : Vacancies and Additions

QUOTE : Any vacancy in a Director position, however caused, may be filled

by a majority vote of remaining directors ......." UNQUOTE

But how is that possible when all the Board Members are voted through a

General Election process ? The Board Members can only elect/nominate the

Office Bearers from amongst the Board Members (as provided under Section 1

of Article I and further detailed in Article IV).

Hence - suggested modality should be to call a fresh election for the

vacant position by the General Members - provided the Board feels that such

a vacancy should be filled for the rest of the tenure of the remaining

year.

2. ARTICLE V I : ELECTION

Section 4 : Nomination of Directors :

QUOTE : Any Regular member of the Association may nominate himself or

herself for any Director position. UNQUOTE

This process is NOT appropriate for a voluntary Organization like BAGA.

Recommendation :

A signed Nomination Form be completed by a member "proposer" with two

signed "Witnesses" and then submitted to the Nomination Committee before

the cut-off date set up by Nomination Committee. Proposed candidate must

also sign on the form for having accepted the nomination. Only ONE

candidate can be nominated by one proposer. This process is important in

order to ensure members can nominate candidates whom they the feel are

competent to run for "Board Membership".

3. ARTICLE V II : EVENTS

Under this Articles , I would like that you include a Section that says :

QUOTE :

The Board shall prepare an " Annual Work Plan (AWP)" incorporating all

Activities and Events for the year immediately upon formation of the Board.

Once approved by the Boar - this should be mailed to all BAGA members.

This help members to plan for vacation, travel and attendance accordingly.

UNQUOTE

4. ARTICLE V III : FISCAL YEAR

QUOTE :

The Fiscal Year of the Association shall be a one year period to begin

on the first day of July and end on last day of June following year"

UNQUOTE .

But why - is there a rational that the Fiscal Year for BAGA in Austin

should be from July - June ??

It should coincide with US Fiscal / Tax Year i.e January - December .

5. ARTICLEs XI and XII: INDEMNIFICATION / DISSOLUTION

Both Articles mention in several paragraphs " CORPORATION" . This must be

a typo - perhaps it was meant to be " Association" . Kindly verify.

BBB. Voting Method :

Although various options have been suggested through a rigorous and

painstaking research by several members - still "One member one Vote"

with a maximum of Eleven votes (i.e total number of DIRECTORS ) - is the

most appropriate approach to keep the process simple, transparent and

easily understandable by all - as has been recommended by Matiur Rahman

bhai and seconded by many such as Feroza Bhabi, Munir Khan et all.

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FORUM

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we should have by laws that make all large financial transactions by the association transparent to all members to avoid any future misuse.

i)any financial expense(s) in large amount ( example $1000 or larger ) should be made public via web site posting accessible to all the members.

ii) any donation of large some($500 or more ) from individual or institution made public in both amount and name of the donor to public via web site posting accessible to all members.

iii) we should have clearly stated donor eligibility rules i.e what institutions and persons can or can not make contributions .This is to guard against possible litigation for donation from illegal sources.

iv) ....more ...

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Totally agree on making the Finances transparent, but am not sure if I want it on the Web Site. At least not till we can secure the access to it.

But Members should be able to get a copy if / when requested.

There definitely ought to be a guideline for:

Who, both individuals and institutions, can Donate

What Amount to Donate

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Article – Section 1 Membership

According to this section, membership is open to anyone who supports the goals of the association. Further, regular membership is automatic based on the criteria set forth in the draft constitution. However, the BAGA Registration Form on the website states that “membership will be subject to approval by BAGA authorities.� Is it not contradictory to the spirit of the draft constitution?

Article II – Section 3 Membership Fee:

Generally honorary membership is free. However, it is customary to charge associate members a fraction (typically 50%) of the fee charged to the regular members. Why are we not following the norm?

Article III – Section 11(a)(i) Removal and Section 14 Absences:

What is an “unexcused absence� and who decides on whether the absence is excusable or not?

Article VIII – Section 1 Fiscal Year

There seems to be a discord in the timeline. The fiscal year is a 12 month period beginning in July and we will be electing officers for a year in January. Does that not mean that the new BOD during the second year will be responsible for the last six months of the previous BOD and only be accountable for the first six months of their term?

Article X – Section 2 Audit of Accounts

What kind of financial audit is considered to be a “Professional Audit�? Is it an audit conducted by an Engineer who has obtained their PE designation or an accountant who is a certified CPA or someone who considers themselves a professional individual based on their regular job?

Article III – Section 12 Vacancies and Additions:

Addition of new BOD if the number of BOD falls below three based on seniority by age seems like a good idea and the right thing to do based on my family values and personal convictions. However, has someone from the by-laws committee checked into the rules of 501(c)(3) called out in Article XII (a) to determine whether such an action would be considered as (reverse) age discrimination and thus illegal? If we want to uphold our values, may be 501 (c)(3) is not the right designation for BAGA. By the same token, forsaking the 501(c)(3) designation would increase operational costs for BAGA. Hopefully, we can keep the 501(c)(3) designation without having to change the current language about BOD selection based on age.

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Article – Section 1 Membership : The web registration is indeed incorrect. We will have to correct it.

Article II – Section 3 Membership Fee: Charging associate member is an interesting idea. It may be worth looking into. Note this type of membership is for individuals as well as organizations.

Article III – Section 11(a)(i) Removal and Section 14 Absences: This should be discussed further for clarification.

Article VIII – Section 1 Fiscal Year : Our proposition will be that the first BOD elected in Jan will be in power until june 2008 (1.5 years) so that elections can be held in jun/july from then on.

Article X – Section 2 Audit of Accounts : Corrected in the latest draft. Please check again.

Article III – Section 12 Vacancies and Additions: This is of course the last resort for the association and hopefully will never get to that. However, if it does every happen, we would love to hear other method to get a definitive resolution..

If i remember correctly, 501c3 dictates such rule (non-discrimination of any sort) about membership, not necessarily about how the association will be run. But we will certainly look into 501c3 again..

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This type of close scrutiny only enhances confidence in the

correctness of the eventual bylaws.

As for using age of prior directors to fill up 'extreme' vacanties, we need a clear unambiguous

criteria. Age could be one such crieteria....so could be votes received when someone

got elected. From my brief glance over 501c3 document, none of the above criteria

construe discrimination.

BTW, as a part of 501c3 application process, a copy of bylaws needs to be furnished. IRS

will point out if it finds anything that violated 501c3 designation.

This is one reason, I am very much in favor of applying for 501c3 status once the bylaws gets

approved.

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Article XII Dissolution (of BAGA) just states how the assets will be disbursed if and when BAGA is dissolved. However, this article does not say anything at all about when and how BAGA can be dissolved. I think it is important to keep a clear provision for dissolution of BAGA, along with the mechanism to do that, in case that is what is desired by the community some day. For example, a sub-clause under Article XII Dissolution may say something like this: "The Corporation may be dissolved if and when so resolved by a vote of two-thirds of its Regular Members".

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Excellent point. Another dissolution clause could address the scenario

when there is not a single candidate (or 2/3 candidates) in an annual

election (or 2 consecutive annual elections). If the board does not have a

single director then there won't be anyone to organize the dissolution vote,

right?

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I agree, there should be several scenarios by which BAGA can be dissolved or shall stand dissolved, and they should be articulated under different sub-clauses. In this context, here is couple more scenarios for this provision: 1) Say, if in any annual election, the number of candidates after the nomination filing and or withdrawl deadlines falls short of 2/3 of the vacant BOD positions (say 7 for now, considering 11 positions), the life of the existing BOD will be automatically extended by 90 days, and a new election will be held within this 90-day period; 2) If after the second round of elections (within the 90-day period), the number of candidates still falls short of seven, then the existing members of BOD will be allowed to complete the remaining 9-months of that one-year term, and a regular annual election will be held by June 30th of the following year; 3) But, if after that election, the number of candidates still falls short of the required 2/3 BOD positions, the Corporation shall stand dissolved from July 1st of that year.