Bylaws

BYLAWS OF BIT SINDRI ASSOCIATION INTERNATIONAL, INC.
ARTICLE 1 – ORGANIZATION, MEMBERS, and MEETINGS
Section 1.1. Organization.  The BIT Sindri Association International, Inc is a nonprofit umbrella organization represented by one representative from each of its constituent entities which are sets of stakeholders in BIT Sindri. BIT Sindri stands for Bihar Institute of Technology, Sindri, India, started in 1949, and whose first batch of engineers graduated in 1953. BIT Sindri and its successors by whatever name shall hereinafter be referred to as BIT Sindri or the Alma Mater. Examples of stakeholder entities are current students, current faculty, and past students and faculty or the alumni. The list of stakeholder entities is not exhaustive, and it may expand in time. However, the stakeholder entities have a single purpose of uplifting BIT Sindri in all domains such as enhancing faculty quantitatively and qualitatively, enhancing curricula, proper development and maintenance of current and needed infrastructure, safety and security of the BIT Sindri and its inhabitants, and other associated activities. The organization will have no geographical boundary as the stakeholders are spread all over the globe, and the word “International” in the name of the organization symbolizes it.
Section 1.2. Member. The initial Members of the Corporation shall be the Corporation’s initial Board of Directors named in the Corporation’s Articles of Incorporation.  Thereafter, the Members of the Corporation shall consist of any person who has been accepted for membership under membership criteria as established by the Board of Directors.
Section 1.3. Membership Criteria. Members shall only be representatives of entities. Each entity shall designate one (1) individual to act for the entity as its representative. A partial list of entities is all Alumni Associations represented by its formal or informal chapters. Current faculty will be represented by the Director of the Institute (BIT Sindri) or his/her designate; students will be represented by one representative endorsed by the Director or his /her designate; each alumni association entity will name a representative. Initially, the alumni association entities are: BIT Sindri Alumni Association at Sindri (mother) chapter, BITSAA of North America US chapter and Canada chapter, NCR Delhi chapter, and alumni entities in major cities in India and abroad. Additional stakeholder entities may be approved by the Board of Directors. Members of the constituent entities, families, and friends of the Member entities, as individuals, will be nonvoting Associates. For the sake of simplicity, Representatives of the Member entities henceforth shall be called Members. These criteria may be modified by the Board of Directors.
Section 1.4.  Rights and Duties of Members.  The duties of Member shall be as follows:
at each annual meeting of the Members, the Members shall elect Directors to hold office until their successors shall have been elected and qualified and may make recommendations for action to be taken by the Board of Directors and
at all special meetings, the Members may make recommendations for action to be taken by the Board of Directors. The Members shall have no other duties and shall have no management authority. Each Member of the Corporation shall have the right to cast one vote on all actions for which Members shall have a right to vote. The right of a Member to vote and all of his, her or its rights, title and interest in or to the Corporation shall cease on the termination of his, her or its membership. No Member shall be entitled to share in the distribution of the Corporation assets upon the dissolution of the Corporation.
Section 1.5. Annual Meeting.  The annual meeting of the Members for the election of Directors and for the transaction of such other business as properly shall come before the meeting shall be held to coincide with the Worldwide Alumni Meet in Sindri usually held in November. If an annual meeting of Members becomes physically impossible under adverse circumstances, then the the Board of Directors shall fill the vacancy or vacancies by nominations and voting by the then Directors. Such Directors would continue in office only until the next Annual Meeting of Members.
Section 1.6. Special Meetings.  Special meetings of the Members shall be called at any time by the Secretary of the Corporation upon the request of the President or no less than one-quarter of the Members in writing or upon resolution of the Board of Directors.
Section 1.7. Place of Meetings. All meetings of the Members shall be held at such places as shall be specified in the respective notices of such meetings or waivers thereof.
Section 1.8. Notice of Meetings.  Notice of every annual meeting and of every special meeting of the Members shall be served personally, by mail or E-Mail on each Member not more than thirty (30) nor less than three (3) days before the meeting. Annual meetings shall be general meetings and open for the transaction of any business within the powers of the Corporation without special notice of such business except in any case where special notice is required by law, by the Articles of Incorporation or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If mailed, such notice shall be directed to each Member entitled to notice at his, her or its address as it appears on the books or records of the Corporation. Notice of the time, place or purpose of any meeting need not be given to any Member who attends such meeting or to any Member who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.
Section 1.9. Quorum. At all meetings of the Members the presence in person of one-sixth of the Members (but not less than two) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members.
Section 1.10. Voting. At all meetings of the Members, all matters shall be decided by the vote of a majority of the Members present. Any Member may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can participate at the same time. Under adverse circumstances, email or groupware participation would suffice. Participation by such means shall constitute presence in person at the meeting.
Section 1.11. Meeting Not Required.  Any action which is required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Members who are entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the Members.   Such action shall be effective as of the date specified in the consent.  A signed written consent may be effected through a fax, email, groupware, or such evolving technology.
Section 1.12. Resignation and Removal of Members.  Any member may be removed at any time at any meeting by a vote of two-thirds of the Board of Directors of the Corporation present at the meeting. Any Member may resign at any time.
Section 1.13. Compensation.  The Board of Directors (or the President acting on behalf of the Board) may authorize reimbursement for expenses incurred by Board Members in connection with the performance of their duties, provided, however, that nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity or receiving compensation for any such services. Such expenses must be pre-approved, normal, actual, customary, and subject to the availability of funds in the Corporation’s local account.
ARTICLE 2 – BOARD OF DIRECTORS
Section 2.1. Term of Directors.  The term of Directors shall be three (3) years. They may be re-elected for one additional term. Thus a Director may serve up to six(6) years consecutively, after which a Director must be out of the office for at least one year. However, the total number of years of cumulative service shall be limited to 12 years.
Section 2.2. Number of Directors. The number of Directors shall be no less than 3, nor more than 5. The exact number of Directors shall be decided by the current Directors before the Annual election.
Section 2.3. Management. The affairs and the property of the Corporation shall be managed by the Board of Directors (hereinafter sometimes referred to as the Board). The Directors shall act only as a Board and individual Directors shall have no power as such.
Section 2.4. Annual Meeting. The annual meeting of the Board for the election of officers and for and for the transaction pf such other business as properly shall come before the meeting shall be held as soon as practicable following the annual election of Members.
Section 2.5. Special Meetings.  Special meetings of the Board shall be called at any time by the Secretary upon the request of the President or no less than one-quarter of the Directors in writing.
Section 2.6. Place of Meetings. All meetings of the Board shall be held at such places as shall be specified in the respective notices of such meetings or waivers thereof.
Section 2.7. Notice of Meetings.   Notice of every annual meeting of the Board and of every special meeting shall be served personally, by mail or E-Mail on each Director not more than thirty (30) nor less than three (3) days before the meeting. Annual meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law, by the Articles of Incorporation or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If mailed, such notice shall be directed to each Director entitled to notice at his or her address as it appears on the books or records of the Corporation.   No notice of the time, place or purpose of any meeting need be given to any Director who attends such meeting or to any Director who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.
Section 2.8. Quorum.  At all meetings of the Board, the presence of one-third of the Directors (but not less than two) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Directors present shall be the act of the Board.
Section 2.9. Voting.  At all meetings of the Board, or of any committee thereof, all matters shall be decided by the vote of a majority of those persons present at the meeting. Any Director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 2.10. Number of Directors. The Directors named by the Incorporator in the Articles of Incorporation shall be the Directors of the Corporation until the first annual meeting of the Members or until their successors shall have been duly elected and qualified, and until their earlier death, resignation or removal in accordance with the Bylaws.  Beginning with the first annual meeting of the Members, the number of Directors shall consist of no fewer than three or more than five as the Board shall determine at any meeting called for the purpose of fixing the number of Directors.
Section 2.11. Election of Directors. The Directors shall be elected annually by the Members at their annual meeting. Directors may succeed themselves in office. The President shall appoint a nominating committee of at least three (3) Members. The Nominating Committee shall receive recommendations of potential nominees for members of the Board of Directors, and shall select one (1) eligible person for each of the positions to be filled. The Nominating Committee shall present its slate of Directors to the Members in the notice of annual meeting provided to the Members. Additionally, any Member may be nominated for election to the Board by petition or petitions signed by not fewer than ten percent (10%) of the Members of the Corporation, and filed along with a written consent of the person so nominated to his or her nomination, with the President, not less than seven (7) days prior to the annual meeting of the Members. If more persons shall have been nominated than there are places to be filled, the election shall be by written ballot. The top vote getters for the number of places to be filled shall be elected. Each ballot shall be cast in favor of the exact number of persons to be elected. Cumulative voting shall not be permitted. Each person elected a Director shall continue in office until the annual meeting next after his or her election and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal in accordance with the Bylaws. Additional Directors to fill any vacancy or vacancies caused by any increase in the number of Directors or by the death, resignation or removal of any Director, may be elected at any meeting of the Members of the Corporation called for that purpose. Directors shall be elected from among the Members.
Section 2.12. Resignation and Removal of Directors.  Any Director may be removed at any time with or without cause and with or without notice at any meeting of the Members by a vote of two-thirds of the Members of the Corporation. Any Director may resign at any time.
Section 2.13. No Meeting Required.  Any action which is required or permitted to be taken at a meeting of the Directors, or a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors, or members of the committee. The consent shall have the same effect as a unanimous vote. Such action shall be effective as of the date specified in the consent.
Section 2.14. Compensation. The Directors shall not receive compensation for their services as such but the Board may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity or receiving compensation for any such services. Such expenses must be pre-approved, actual, normal, customary, and subject to the availability of the Corporation’s local fund.
Section 2.15. Indemnification.  Any  person  made  a  party  to  any  action,  suit  or  proceeding by reason of  the fact that he  is or was a director, officer or  employee of the Corporation, or of any corporation for which he served as a director or officer at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for willful misconduct or recklessness in the performance of his duties. The foregoing right of indemnification shall be in addition to any other rights to which any such director, officer or employee may be entitled as a matter of law.
ARTICLE 3 OFFICERS
Section 3.1. Number of officers.  An Officer is a Director with defined duties and responsibilities. Normally the officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. One person may hold two or more of the aforesaid offices. All officers must also be a Director of the Corporation. The exact number of officers shall be decided by the Board.
Section 3.2. Election of officers.  The officers shall be elected annually at each annual meeting of the Board by a majority of the votes cast and may succeed themselves in office. Each person elected an officer shall continue in office until the next annual meeting after his/her election or until his/her successor shall have been duly elected and qualified or until his/her earlier death, resignation or removal in accordance with the Bylaws. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by a majority vote of the Board at a special meeting called for that purpose or at the annual Board meeting.
Section 3.3. Appointment of Additional Officers. The Board at any meeting may appoint additional officers and agents and determine their duties, terms of office, and it may delegate such authority to any officer or committee.
Section 3.4. Removal of Officers.  Any officer may be removed at any time with or without cause and with or without notice by a vote of the majority of the Board at any meeting of the Board.
Section 3.5. President. The  President  shall  be  the  chief  executive  officer  of  the Corporation and shall have general supervision over the affairs and property of the Corporation and over its several officers, and shall generally do and perform all acts incident to the office of President. The President shall preside at all meetings of the Members and of the Board and shall have such other powers and duties as may be assigned to him or her from time to time by the Board or as prescribed by these Bylaws. When authorized by the Board, the President may execute in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The President shall receive no compensation for his or her services.
Section 3.6. Vice President.  The Board may elect one or more Vice Presidents and shall determine their duties. In general, the Vice President shall perform all the duties of the President at his or her request or in his or her absence or disability, and if more than one Vice President is elected, they shall serve in the order designated by the Board, or by the President if no order has been specified by the Board. When so acting, a Vice President shall have all the powers of and be subject to all the restrictions upon, the President. When authorized by the Board, any Vice President may also sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation.  The Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board or by the President.
Section 3.7. Treasurer.  The Board shall elect a Treasurer and shall determine his or her duties. In general, the Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all the funds of the Corporation and shall keep, or cause to be kept, and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities and transactions of the Corporation. He or she shall deposit all moneys and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks, trust companies, or other depositaries as may be designated in the manner provided in Section 5.5 hereof. He or she shall disburse the funds of the Corporation based upon proper vouchers for such disbursements. He or she shall perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board or the President.
Section 3.8. Secretary.  The Board shall elect a Secretary and shall determine his or her duties. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the Members in one or more books provided for that purpose, and whenever required by the President, he or she shall perform like duties for any committee; provided that in the absence of the Secretary, the majority of the Members or Directors present at any meeting thereof may designate any person to act as Secretary for such meeting. The Secretary shall see that all notices are duly given in accordance with these Bylaws and as required by law; he or she shall be custodian of the seal, if any, of the Corporation and shall affix and attest the seal to any and all documents the execution of which on behalf of the Corporation under its seal shall have been  specifically or generally authorized by the Board; he or she shall have charge of the books, records and papers of the Corporation relating to its organization as a Corporation and shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent that the same are to be kept or filed by the Treasurer. He or she shall perform all the duties normally incident to the office of Secretary and such other duties as may from time to time be assigned to him or her by the Board or by the President.
ARTICLE 4 COMMITTEES
A majority of the whole Board may from time to time by resolution, constitute such other committees of Directors, officers, employees, Members or nonmembers, with such functions, powers and duties as the Board shall determine. Unless the Board shall provide otherwise, each such committee shall enact rules and regulations for its governance.
ARTICLE 5 MISCELLANEOUS PROVISIONS
Section 5.1. Offices. The Board may establish, from time to time, one or more offices of the Corporation at any place or places and may maintain such office or offices for such period or periods of time as it may deem expedient.
Section 5.2. Fiscal Year.  The fiscal year of the Corporation shall end on December 31 in each year.
Section 5.3. Execution of Contracts. The President, acting with the approval of the Board, may enter into any contract or execute any contract or other instrument in the name and on behalf of the Corporation. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 5.4. Commercial Paper.  All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or evidences of indebtedness of the Corporation, shall be executed on behalf of the Corporation by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.
Section 5.5. Deposits.   All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time select or as may be selected by any officer or employee of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.
Section 5.6. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be deemed to be sufficient if (1) given by E-Mail addressed to the person entitled thereto at his last E-Mail address appearing on the records of the Corporation or (2) depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his last post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Any notices required to be given under these Bylaws may be waived by the person entitled thereto in writing, whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person.
ARTICLE 6 AMENDMENT OF BYLAWS
These Bylaws or any of them may be altered, amended or repealed, or new Bylaws may be made, only by a majority vote of the entire Board (not just those present) at a regular or special meeting, provided that notice of such alteration, amendment or repeal shall be included in the notice of such meeting.
ADOPTION OF BYLAWS
The foregoing Bylaws have been duly adopted by the Board of Directors of the Corporation as of May 1, 2015.
Neil D Pundit
Shashank S Garuryar
Rajendra N. Dubey