Bylaws

Last Updated : February 14th 2021

Amendments to the Bylaw

Amendments proposed by the bylaw review committee, November 2020 and approved by COMA General body meeting on 27^th December, 2020

Bylaw Review Committee:

1. Jacob Vengal
2. Julie Manoj
3. Valsan Palikaillathu

Proposed Amendments: [To be documented]

1. Article VI. (BOUNDARIES) – Removed reference to specific counties for boundary
   a. COMA boundary includes the counties of Adams, Athens, Auglaize, Brown, Butler, Champaign, Clark, Clermont, Clinton, Darke, Delaware, Fairfield, Fayette, Franklin, Gallia, Greene, Guernsey, Hamilton, Highland, Hocking, Jackson, Lawrence, Licking, Logan, Madison, Marion, Meigs, Mercer, Miami, Monroe, Montgomery, Morgan, Muskingum, Noble, Perry, Pickaway, Pike, Preble, Ross, Scioto, Shelby, Union, Vinton, Warren, and Washington
2. Article VII – D (Membership Levels)
   a. Updated Sustaining Couple membership definition to Couple (One Primary member and spouse or any one additional person in the same household).
   b) Updated Sustaining Family membership definition to restrict to dependent children of the primary member
3. Article VII – P (General Body Meeting)
   a) Updated to ‘Gathering of the members of COMA in good standing.’
4. Article VII – Added
   a) S – Operational document
   b) T – Regular Events (Moved from Section VIII)
   c) U – Mega Events (Moved from Section VIII)
   d) V – Member Exclusive Events (Moved from Section VIII)
5. Article VIII (Membership)
   a) Deleted references to specific format requirements for membership application and approval process by EC
   b) Updated membership period: The membership period of 2020 has been extended to June 30th of 2021. The subsequent membership periods shall be from July 1st to June 30th of the following year
   c) Updated the information to be captured for Member registry
6. Article X:
   a) Section 1. Noted membership fee paid is not refundable
   b) Section 2. Moved the process of membership termination from EC to Board of Trustees
7. Article XI. (MEMBER DISPUTES-LITIGATION PROHIBITION)
   a) Added step by step process for dispute resolution

8. Article XIV
a) Section 1. EC Members.

i. Removed the option for immediate past president to nominate another person instead of him/her to EC
ii. Removed references to the first EC’s two-year terms and nomination of to Board of Trustees to EC – as this was specific for the very first year of COMA

b) Section 4. Removed, as it is defined in Article X section 2: The Executive Committee shall have the authority to take disciplinary action against members whose actions are detrimental to the interests of the association as stated in article X section 2.
c) Section 4. Removed e, on membership fee as it is covered in Article VIII (G)
d) Section 5, G: Added requirement of a Shaw-Cause notice for removal of an EC member
e) Section 7. Dissolving the Executive Committee – updated B. ‘In case of dissolving of an Executive Committee, the Board of Trustees will assume charge of the EC temporarily till a new Executive Committee is formed’

9. Article XVII: K – updated the quorum requirements for the meeting after three adjournments due to lack of quorum

10. Article XVIII –

1. 1. Removed references specific to very first year of COMA
      Section 3 – Elections: Clearly defined number of votes for each type of member

11. Article XX: Added additional clarity on funds, bank deposits etc.

12. Article XXIII – Dissolution

1. 1. Added: E. In the event of one or more members leaving the organization and starting another organization, the breakaway group will not have any rights for any funds or assets of the organization.

13. Consistency: References to Board of Trustees/Trustees/COMA Trustees etc. are updated to ‘Board of Trustees’
14. Consistency: Consistent formatting, added index

Article I. (NAME)

The name of the association shall be Central Ohio Malayalee Association, hereafter referred to as COMA.

Article II. (ADDRESS)

The principal place of business of the association shall be in the state of Ohio.

Article III. (PREAMBLE)

COMA is the epitome of a long-cherished aspiration of the Malayalees at large in Central Ohio, to promote the social, cultural, educational, literary, and artistic heritage of our venerable state of Kerala, India.

Article IV. (PURPOSE)

Section 1. Purpose

A. This Association shall be a not for profit, non-political, secular, and cultural organization. The Association is organized exclusively for social, cultural, charitable, educational, and scientific purposes including making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code or other similar organizations approved by Board of Trustees.

Section 2. Earnings distribution and other restrictions

A. No part of the net earnings of the Association shall be used to the benefit of, or be distributable to its members, trustees, officers, or other private persons except that the Board of Trustees shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clauses above. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section5 01(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section1 70(c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code

Section 3. Non-Discrimination Clause:

A. The Association shall not engage in any activity that would discriminate against any person based on race, color, or religion.

Section 4. Specific purposes

A. Specific purposes for which the organization is formed are:

1. 1. Provide a forum to promote and preserve social and cultural integration of Malayalees in Central Ohio.
   2. Promote friendship and cultural exchange with similar organizations in USA.
   3. Promote the enrichment of life and social welfare of local community in general and Malayalees in particular.
   4. Represent and preserve the interests of Malayalees.

 Article V. (AFFILIATION)

The Board of Trustees reserves the right to affiliate COMA with other Malayalee / Keralite / Kerala associations, and other Indian cultural associations within the United States and internationally.

Article VI. (BOUNDARIES)

A. The boundaries of COMA shall be the State of Ohio, or portions thereof, as determined by the Board of Trustees.
B. The boundaries may be changed with the agreement of COMA and any other state association involved in the boundary adjustment.

Article VII. (DEFINITIONS)

A. Association: Central Ohio Malayalee Association Inc, also referred to as COMA
B. Malayalee(s) (also referred to as ‘Keralites’): Natives of, or the descendants of natives of, or persons whose heritage is rooted in the State of Kerala, India. Persons who have origin in or have affiliations in the State of Kerala, India.
C.Membership Types:

a). Regular Member: Type of Membership accorded to any Malayalee, their spouse and children who joins COMA by paying an annual Regular Membership fee.
b). Sustaining Member: Membership status accorded to Malayalees who are committing to sustain the regular activities of COMA by paying the annual Sustaining Member Fee. All Malayalees in Central Ohio will have the option to become a Sustaining Member-. Sustaining Members will have all the rights and privileges of regular members and additional privileges as specified by bylaw.
c). Honorary Member: Type of Membership accorded by General Body to selected Malayalees who have rendered valuable, outstanding, and long service to the community. There will be no Annual membership fee for the honorary members. Honorary members will not have voting rights in the COMA General Body.

D. Membership Levels:

a). Annual Membership – Regular members & Honorary Members:

i. Single.
ii. Family (One Primary member, spouse or significant other, parents of primary member and spouse as well as the dependent children of the primary member).

b). Annual Membership – Sustaining Members:

i. Single.
ii. Couple (One Primary member and spouse or any one additional person in the same household).
iii. Family (One Primary member, spouse or significant other, parents of primary member and spouse as well as the dependent children of the primary member).

E. General Body: Regular members of the association who have met all their obligations pursuant to the constitution – of COMA.
F. Board of Trustees: The Board of Trustees is the association’s governing body and is responsible for all affairs of the association.
G. Executive Committee: The body of persons elected for carrying on day-today administration of the association’s activities.
H. Agent: Person appointed by Board of Trustees as “Agent” to function as main liaison for any official contact with the State of Ohio.
I. President: Member who is elected as President of the Association and serves for a specified term.
J. Vice-President: Member who is elected as Vice-President of the Association and serves for a specified term.
K. Secretary: Member who is elected as Secretary of the association and serves for a specified term.
L. Joint-Secretary: Member who is elected as Joint-Secretary of the Association and serves for a specified term.
M. Treasurer: Member who is elected as Treasurer of the Association and serves for a specified term. Maintains association’s books of accounts.
N. Auditor: Person(s) appointed by the Board of Trustees to audit the books of accounts and certified account statements for the association. The association may have both internal and external auditors.
O. Bylaw Review Committee (BRC): A committee appointed by the Board of Trustees to review proposals for revision/amendment of the association’s constitution
P. General Body Meeting: Gathering of the members of COMA in good standing.
Q. Fiscal Year: The fiscal year of the association shall be January 1st to December 31st.
R. Membership Status:

1. 1. Active Member: A membership (Regular or Sustaining) is considered to be in ‘Active’ status if the annual membership dues are paid and the member is not party to any disciplinary action by the Board of Trustees.
   2. Inactive Member: A membership (Regular or Sustaining) is considered to be in ‘Inactive’ status if annual Membership fee is not paid. An ‘inactive membership’ can be changed to ‘active’ status when the member pays the current year dues.

S. COMA Operational Document: The document that describes the details of day-to-day operation of the association and includes additional information that is not covered in the bylaw. Board of Trustees and Executive Committee need to independently pass the amendments to the Operational Document. Four-fifth majority from the Trustee board and four-sixth majority from the Executive Committee is needed for amending the Operational document. Representative from the Board of Trustees to the Executive Committee will not have voting privilege in Executive Committee for this item. In the event of a conflict between the operational document and bylaw, the bylaw will prevail.
T. COMA Regular Events: Onam, Christmas, Picnic and any other event defined as a regular event by Executive Committee and Board of Trustees. Admittance to regular events is open to members and non-members.
U. Mega Events:  Any event other than regular events described above identified as such by Executive Committee and Board of Trustees.
V. COMA Member Exclusive Events: Executive committee along with Board of Trustees may organize “adhoc” events, where admittance is open only to COMA members.

Article VIII. (MEMBERSHIP)

A. Membership is open to Malayalees, as in Article VII. Primary member should be a legal resident in the area specified in Article VI above.
B. The Executive Committee and Board of Trustees together shall have the right to refuse membership to anybody.
C. Primary Member: There will be one Primary member associated with every membership. All COMA correspondence about a specific Membership will be sent to the Primary member.
D. Spouse or Significant other: In Couple or Family type of memberships, primary member can identify one adult (18 or above) as Spouse or Significant other in the membership.
E. Family: In Family memberships, primary member can identify spouse/ significant other, dependent children and parents of the primary member and spouse / significant other as Family.
F. Membership Period: The membership period of 2020 has been extended to June 30th of 2021. The subsequent membership periods shall be from July 1st to June 30th of the following year.
G. Membership Fee: The Executive committee and Board of Trustees jointly shall determine the membership fees at various levels and reserves the right to periodically review/revise the fee structure.
H. COMA Event Admission Fees: Admission fees to COMA events will be determined by COMA Executive Committee.
I. a. Sustaining Members will not be charged any fee whatsoever for any COMA events, except Mega Events.
J. Member Registry: A registry of members shall be maintained by the Secretary including Name, email address, and telephone number for Primary member.

Article IX. (MEMBER’S RIGHTS)

Active Members of the association shall have the following rights:
A. Regular members

a) Attend general body meetings, participate, discuss, and vote on items included on the agenda.
b) Obtain a copy of the constitution and Operational Document.
c) Benefit from the facilities provided by the association for its members.
d) Obtain the associations circulars and publications.
e) Run for and hold office in the association.
f) Have access to review the records, documents, and correspondence of the association at the times determined by the Executive Committee in the presence of the person(s) responsible.

B. Honorary Members

a). Honorary members are entitled to participate and discuss in the meetings of general body and other functions of the association.
b). Honorary Members shall have no voting rights and shall not hold any elective office in the association.

C. Sustaining Members

a) All rights of Regular members as specified above.
b) Admission free of charges to all COMA Regular events.

 Article X. (TERMINATION OF MEMBERSHIP)

Section 1. Termination of membership

a) Membership shall cease by death, resignation, expulsion, dissolution of the association, or end of the membership period if the dues for the following year is not paid.
b) Membership fees paid is not refundable.
c) Any member who intends to discontinue his/her membership temporarily or to resign from the Association shall communicate his/her intention in writing to the Secretary.

Section 2. Expulsion of Members
The Board of Trustees shall have the authority to take disciplinary action against members whose actions are detrimental to the interest of the association. The Board of Trustees through the following process can expel a member from the association, for valid reasons.

a) Provides a show cause notice.
b) The member may respond to the notice within fifteen days. The member has the right to appeal the notice either in person or in writing.
c) The Board of Trustees will consider the explanation provided by the member and evaluate the situation.
d) If the explanation is not satisfactory, the Board of Trustees shall decide to terminate the membership of the individual, which should be approved by four- fifth majority in the Board of Trustees.

Article XI. (MEMBER DISPUTES-LITIGATION PROHIBITION)

A. If members have any grievances,

a) The member should bring it to the attention of a member of the Board of Trustees for a resolution.
b) If the grievance is not satisfactorily resolved, the member will be given an option to present the grievance to the Board of Trustees in writing or in person as the member chooses.
c) If the grievance is still not resolved, the member can present the grievance in a general body meeting with signatures from a minimum of 25% of the active members of the organization.  

B. As a condition of membership in COMA, members, or their agents, agree to utilize the procedure for handling and resolving of grievances, disputes, problems and/or appeals as established by COMA and that the final decision reached within the established appeals process (at the final level as authorized and utilized) shall be binding and final on all parties to the grievance, dispute, problem or action
C. As a condition of membership in COMA, members, or their agents, agree not to use any court of the land and/or institute legal proceeding of any type to pursue any grievances, disputes, or problems against COMA. In lieu of the ability to institute legal action of any type and/or not use any court of the land, all members have the right to use the internal process established to settle grievances, disputes, or problems within the procedure established by COMA.

 Article XII. (MANAGEMENT)

A. Direction of the association and control of its property shall be vested in the Board of Trustees.
B. The day-to-day operations of the association shall be carried out by the EXECUTIVE COMMITTEE, which shall have full power to execute the goals of the association, and to raise and spend money subject to limits imposed by the Board of Trustees.

 Article XIII. (BOARD OF TRUSTEES and AGENT)

A. The Board of Trustees shall consist of FIVE members elected from the general body.
B. The term of office of the Board of Trustees members shall be THREE years.
C. The Board of Trustees shall elect one of its members as the Chairperson at its first meeting.
D. No Board of Trustees member may serve more than two consecutive terms.
E. Duties of the Board of Trustees:
F. The Board of Trustees shall settle any dispute among Members including Executive Committee.
G. The Board of Trustees shall be custodians of property and assets of the association.
H. The Board of Trustees shall appoint members of the Election Committee.
I. The association shall have an Agent who shall be the main liaison for any official contact with the State of Ohio.

Article XIV. (THE EXECUTIVE COMMITTEE)

The Executive Committee shall be the executive authority in the association. It shall implement the policies drawn up by the General Body meeting and the resolutions adopted thereby for the realization of the association’s legitimate objectives.

Section 1. Executive Committee Members

The Executive Committee shall consist of the following SEVEN (7) members:

A. Five (5) officers elected by the general body

a. President
b. Vice-President
c. Secretary
d. Joint-Secretary
e. Treasurer

B. Immediate past-President
C. One individual nominated from amongst the Board of Trustees.

Section 2. Tenure

The Executive Committee officers of the association shall be elected for ONE year (except as noted below), coinciding with the fiscal year of the association, at the Annual General Body meeting (AGBM).

Section 3. Roles and Responsibilities

A. THE PRESIDENT shall preside over Executive Committee meetings, regulate the order of business at such meetings, receive, and put lawful motions to the floor. The President shall, along with the Secretary, sign all the papers and documents requiring signatures on behalf of COMA, unless the General Body designates someone else.
B. THE VICE-PRESIDENT shall assume the responsibilities of the President in the absence of the President and shall assist the President in performing his/her duties.
C. THE SECRETARY shall be responsible for the general control and management of all business affairs of the association. He / She shall be the public relation/spoke person of the association. He / She shall, with the President, sign and, when necessary, seal with the seal of the association of which He / She shall have custody, all papers and document requiring signature or execution on its behalf. He / She shall maintain an accurate record of the proceedings of the association and the Executive Committee meetings. It shall be the duty of the Secretary to present a general report of the activities of the year at the Annual General Body meeting. He / She shall maintain the Register of Members.
D. JOINT-SECRETARY shall maintain the correspondence and conduct the business of the association in the absence of the Secretary and shall assist the Secretary in his/her duties. He / She shall be directly responsible to the Secretary for all matters concerning the association’s membership.
E. THE TREASURER shall have charge of all funds excluding rainy-day-fund of COMA and shall deposit, or cause to be deposited the same in a local reputed financial institution. Out of such funds, he/she shall pay the amounts approved by the COMA Board of Trustees and submit an audited statement at the general Body meeting, and at any other time required by the Executive Committee. He / She shall, along with the President or the Secretary signs all the notes, drafts, and checks, except where limited by the financial institution.
F. IMMEDIATE PAST PRESIDENT shall be a de facto officer of the Executive Committee. If the immediate past President is unavailable to be an Executive Committee member, the outgoing Executive Committee can nominate someone else who was a member of that committee.
G.BOARD OF TRUSTEES NOMINEE shall be a voting member of the Executive Committee, except for article VII section S

Section 4. Rights and Duties of Executive Committee

The Executive Committee members shall have the following rights and duties. This list may be reviewed and revised by the Board of Trustees from time to time.

A. The Executive Committee shall act on behalf of the association under the direction and guidance of the Board of Trustees.
B. The Executive Committee shall have the power to set up committees for the realization of the goals of the association as and when necessary.
C. The Executive Committee shall take action on membership applications at the next meeting, not more than 30 days of receiving them.
D. The Executive Committee shall have the right and responsibility to arrange cultural and social activities to promote and encourage its members. These activities include seminars, entertainment, concerts, lectures, cultural or sports competitions, and demonstrations or any other activities that are consistent with the objectives of the association and acts that would implement the goals of the association.
E. The Executive Committee shall have the right to determine rates of admission to performances/functions conducted or sponsored by the association in consultation with Board of Trustees
F. The Executive Committee shall present an annual report along with an audited and certified statement of accounts before the annual general body meeting.
G. The Executive Committee shall suggest and/or act upon amendments, additions, or cancellations of bylaws of the association for consideration by the general body.
H. The Executive Committee shall have the right to perform all other acts connected with the administration of the association and for the transaction of its business and protection of its properties.

Section 5. Resignation or Removal of Executive Committee Members

A. Any member of the Executive Committee may resign at any time.
B. Any or all members of the Executive Committee may be removed at any time with justifiable cause by a majority vote of the general body. The cause could include but is not limited to the following:
C. Abstains from three (3) meetings continuously without sufficient cause
D. Have a conflict of interest
E. Found misusing his/her authority, or association’s funds
F. Working against the interests and objectives of the association
G. A formal show-cause notice will be given to the Executive Committee member by Board of Trustees explaining the reason for disciplinary action with an option to respond within 30 days
H. A two-thirds majority vote of the Executive Committee shall determine the status of the Committee member and recommend expulsion of said member(s) to the Board of Trustees.
I. The Board of Trustees shall make the final decision on expulsion based on the recommendations of the Executive Committee.

Section 6. Filling Vacancies

A. In the event that the office of the President or Secretary becomes vacant, the Vice-President and the Joint-Secretary shall assume their offices respectively.
B. In the event that the post of treasurer becomes vacant, the President shall take over those duties until the next general body meeting.
C. Any other vacancy occurring in the Executive Committee shall be filled from the active general members by the affirmative vote of two third (2/3) of the Executive Committee by appointment and such appointment shall be held valid until the unexpired term of the Executive Committee.

Section 7. Dissolving the Executive Committee

A. The Executive Committee shall cease to exist if more than half of the Seven Executive Committee members shall resign at one time or if the number of committee members is reduced to less than one half (1/2) for any reason whatsoever
B. In case of dissolving of an Executive Committee, the Board of Trustees will assume charge of the EC temporarily till a new Executive Committee is formed. .

 Article XV. (OTHER OFFICIALS)

The Executive Committee shall periodically and at their discretion, select/nominate various officials to oversee various activities of the association. These officials shall be in-office for a period determined by the Executive Committee, limited to the unexpired term of the Executive Committee. . These officials shall not have any Executive privileges. Some examples of the nominated roles are, but not limited to:

A. YOUTH ACTIVITIES COORDINATOR to represent the youths of the association and oversee all youth activities of the association.
B. SPORTS AND GAMES COORDINATOR to oversee all sports and games activities.
C. ARTS AND CULTURAL COORDINATOR to oversee Art, Cultural and Literary activities
D. LADY REPRESENTATIVE to oversee ladies wing activities of the association
E. ANY OTHER position as needed in the future, as decided by the Executive Committee.

 Article XVI. (ACTIVITY COMMITTEES)

A. The Executive Committee shall have the power to appoint “ad hoc” committees for special purpose and these committees shall report to the Executive Committee. The Executive Committee shall chair all activity committees.
B. The Executive Committee shall appoint individuals as Conveners for each committee to manage the activities of the activity committee.
C. The tenure of each Convener is determined by the Executive Committee and shall vary from one activity committee to another due to the ad-hoc nature of such committees. However, under no circumstance shall the Convener be appointed for a period of more than one fiscal year as defined in this constitution.
D. The President and Secretary of the association shall be ex-officio members of all activity committees formed by the association.
E. All decisions taken by any of the committees shall be subject to final approval of the Executive Committee.
F. Proper minutes shall be kept for committee meetings by the convener of each committee and shall submit them to the Executive Committee along with their proposals for activities.
G. The following are examples of committees that MAY be created at the discretion of the Executive Committee.

1. 1. Education, youth affair and sports and games Committee
   2. Membership Committee
   3. Public relation Committee
   4. Arts and cultural Committee

Article XVII. (MEETINGS)
Section 1. General Body Meeting

A. A properly called General Body meeting is the supreme authority of the COMA.
B. The General Body Meeting shall consist of all the eligible members who have performed their obligations pursuant to the constitution.
C. A meeting notice shall be sent at least fifteen days (15) in advance to all Active Members.
D. The notice shall include location, stating time, date and month of the meeting, the business to be transacted, and proposed amendments to constitution if any.
E. Accidental omission or non-receipt of meeting notice by any member shall not invalidate the proceedings of the meeting.
F. The Secretary shall have an updated list of eligible members at the General Body meeting.
G. The agenda for the General Body meeting shall include the following:
H. Discussion of any proposed resolutions or changes to the bylaws.
I. Any other relevant matters as deemed necessary by the Executive Committee or Board of Trustees.
J. No remuneration or allowance of any kind shall be paid to any member for attending general body meetings of the association.
K. Quorum for General Body Meeting

a. The quorum of the general body meeting shall be one third of its members or 25 members whichever is less.
b. In the absence of a quorum, the President or the presiding officer appointed by the President shall, with the consent of those present, adjourn the meeting to a later day and hour. A meeting shall not be adjourned for more than 45 (forty-five) days. If no quorum is present at the adjourned meeting, further adjournments may continue as directed by the presiding officer until a quorum is obtained. Any meeting held at any adjourned date at which a quorum is present shall have the same effect as if held on the date originally set. After three adjournments, the following meeting will be deemed to have the quorum irrespective of the number of attendees

Section 2. Board of Trustees Meetings

A. The Board of Trustees shall meet at least 6 times yearly
B. The quorum for the Board of Trustees shall be 3 (three). The Board of Trustees shall reach its decisions by a majority of votes cast, the chairman having a tie-breaking vote.
C. Agenda of the meeting of Board of Trustees should be communicated to all of the members of Board of Trustees at least 3 days prior to the meeting.
D. Decisions taken in the meeting of Board of Trustees shall be communicated to all the members of Board of Trustees within three days of the meeting
E. Decisions relevant to Executive Committee taken in Board of Trustees meetings shall be communicated to EC within three days of the meeting

Section 3. Extra Ordinary General Body Meeting

A. The Executive Committee may call an Extra Ordinary General Body Meeting if requested by two third (2/3) of the Executive Committee members or as recommended by the Board of Trustees under extenuating circumstances.
B. Fifty members (50) or one third of the Active Members, whichever is less may request in writing to the Executive Committee to convene an extra ordinary General Body meeting, giving specific reasons for such a request. The Executive Committee shall call the extra ordinary General Body meeting, within fifteen days (15) of such request.
C. Notice of at least ten days (10) shall be given for such meetings.
D. The notice shall include stating time, date, month of the meeting, and the business to be transacted.
E. Accidental omission or non-receipt of meeting notice by any member shall not invalidate the proceedings of the meeting.
F. Only matters for which the extra ordinary General Body meeting was called will be discussed at such meetings.
G. The quorum of such meetings shall be one third of its members or 25 members whichever is less.

Section 4. Executive Committee Meeting

A. The Executive Committee shall hold its first meeting within one month after being appointed and confirm office bearers of the Executive Committee during its first meeting.
B. The Executive Committee shall meet at least ONCE EVERY TWO months. At least a three days’ notice shall be given for such meetings.
C. Five (5) members of the Executive Committee shall constitute quorum of the Executive Committee meeting.
D. In the absence of a quorum, a majority of the committee members present may adjourn the meeting until a quorum is present.
E. Special meetings of the Executive Committee may be called by the President or by two members of the Executive Committee. If the meeting is called by the Executive Committee members and not the President, permission to hold such meetings shall be obtained from the Board of Trustees. Notice of a special meeting should state the purpose for which the meeting is called. Notice of any adjourned meeting need not be given, other than by announcement at the adjourned meeting.

Article XVIII. (ELECTIONS)

Section 1. Election Committee

A. The Board of Trustees shall appoint a three-member Election Committee at least one month prior to elections.
B. This committee shall consist of a chief election officer and two election officers, selected from the membership of the association or from the Board of Trustees or from the Executive Committee.
C. The Election Committee shall cease to exist once the newly elected Executive Committee assumes office.

Section 2. Eligibility of Candidates

A. A candidate running for office shall be an active member of the association for two consecutive years prior to the date of publication of voters list. Active membership begins from the date of submission of application, provided, the application was accepted and approved by the Executive Committee. Renewal of membership before the date on which voters list is published will be considered as continuous membership.
B. A candidate shall not bear an official position of any other competing organization(s) and/or those that have conflict of interest with the association. However, the candidate shall forfeit his/her existing position in any such organization to become eligible for candidacy in this association.

Section 3. Elections

A. The election committee shall determine the date of election and communicate the information to all members of the association.
B. Election shall be by secret ballot.
C. Eligibility to vote in all elections shall be restricted to Active Members who have paid all membership and other dues.
D. At any meeting of the association, eligible members present shall be entitled to vote as defined in (H & I) below;
E. In the event of a tie, the President shall break the tie.
F. A copy of the register of membership shall be kept at the entrance of the meeting hall.
G. No member shall nominate any other person to vote by proxy.
H. “Single” (regular or sustaining) members: one vote.
I. “Couple” and “family” (regular or sustaining) members: Primary member can identify one additional adult in the family for voting. Both of them will have one vote each.
J. In case there is only one candidate for a position, there will not be any election for that position Board of Trustees will declare the person elected.

Section 4. Nominations

A. Nominations shall be submitted in writing by any active member, with the consent of nominated member.
B. Both the person nominating and the person nominated must be active members.

Section 5. Election Deadlines

A. The election of the Executive Committee, other officials and Board of Trustee members (when required) shall be held at the Annual General Body Meeting.
B. The election committee shall decide the date of the election and formally communicate the information to members at least one month prior to elections.
C. The notification shall consist of:

a. Date and schedule for election
b. Date of publication of voters list
c. Deadlines for filing – Fifteen (15) calendar days before the actual day of election, not counting the day of election
d. Deadlines for withdrawing nominations – Five (5) calendar days before the actual day of election, not counting the day of election
e. Date of scrutiny of nominations
f. Venue, date and time of voting

Section 6. Counting of votes

A. Votes shall be counted on the same day of election and results shall be published immediately thereafter.
B. The decision of the election committee shall be final.
C. The top five (5) candidates with the greatest number of votes will be declared as elected to the Executive Committee.
D. In the event of a tie for the 5th position, either those candidates can reach a consensus as to who among them would be in the Executive Committee or seek a runoff election to break the tie.

Section 7. Election of The Board of Trustees

The election to the vacant positions on Board of Trustees will be conducted at the general elections along with the election to the Executive Committee, and the process of election shall be the same as that of the other officials.

 Article XIX. (DOCUMENTATION)

Meeting Minutes

A. Proper minutes shall be kept by the Secretary for all meetings of the association
B. For activity committee meetings, the Convener of each activity committee shall submit minutes of committee meetings to the Executive Committee within five days of such meetings.

 Article XX. (ACCOUNTS, FINANCES AND FUNDS)

Section 1. Fund Raising

A. The Executive Committee may, from time to time, raise funds by organizing cultural programs for the members and non-members of this association.
B. The association may, from time to time, solicit donations from patrons and other well-wishers of the association.

Section 2. Funds disbursal

A. All the expenses must be substantiated by receipts and must be approved properly by the treasurer. In addition, expense above Fifty dollars ($50.00) for individual items must also be approved by the President, Vice-President or Secretary.

Section 3. Banking

A. Funds of the association shall be deposited in the name of the association by the treasurer in a local reputed financial institution.
B. The Executive Committee at its discretion shall open a special account specifically for charitable contributions received from members. The Executive Committee shall determine the processing of disbursements of these funds.
C. Any withdrawal of funds shall require the signature of the treasurer and any one of the following: The President, Vice-President or the Secretary subject to the guidelines of the financial institution.
D. A rainy-day fund should be maintained in a reputable financial institution.

Section 4. Fiscal Year

A. The fiscal year of the association shall be January 1st to December 31.
B. For the purpose of filing tax returns, federal, state and local tax filing guidelines shall be strictly followed.

Section 5. Accounting and Auditing

A. The association’s Treasurer shall maintain the books of accounts in an orderly manner
B. The Treasurer shall reconcile the books of accounts against bank statements at the end of each fiscal quarter
C. The Treasurer shall, at the Annual General Body Meeting, present the audited and certified accounts and reports provided by the auditor(s) for the previous fiscal year.
D. A qualified accountant shall be appointed as the internal AUDITOR of the association by the Board of Trustees for a specific period
E. The Board of Trustees shall at its discretion also appoint an External Auditor if required
F. The Auditor shall audit the accounts of the association and submit an audited and certified statement of accounts.
G. The Auditor shall be responsible for all auditing and related activities of the association
H. Every audited account of the association, approved by the general body, shall be conclusive except for any error discovered therein within one month after approval.
I. The Treasurer shall file properly audited and appropriate tax returns for the association as per federal, state and local guidelines.

 Article XXI. (ASSOCIATION’S PROPERTY)

A. The Board of Trustees shall be the custodians of the association’s movable and immoveable properties.
B. The maintenance of such properties shall be vested with the Board of Trustees.
C. Members shall not use the association’s properties for any purpose other than that of the association.
D. The Board of Trustees may dispose of such properties, provided the total cost or the market value, whichever is higher, shall not exceed two hundred dollars ($200.00). The disposal of other such properties, the cost or market value, whichever is higher, that exceed two hundred dollars ($200.00), shall be determined by the General Body.

 Article XXII. (AMENDMENTS)

A. Amendment proposals from the Executive Committee or any member must be in the form of proper resolution, and shall be in compliance with official guidelines.
B. Proposed amendments to the constitution shall be circulated at least 15 days before the meeting to all members of the association.
C. A two third (2/3) affirmative vote of the membership present at the Annual General Body Meeting shall be required for adoption of any amendments of the constitution.

 Article XXIII. (DISSOLUTION, SPLIT OR MERGER)

A. This association shall not be dissolved without the vote of consent of three fourth (3/4) of the total membership at a General Body Meeting.
B. Upon dissolution, the funds of COMA shall be distributed among registered educational or charitable associations.
C. The decision regarding the merging of this association with any other type of association shall be exclusively made by the vote of consent of three fourth (3/4) of the total membership.
D. In the event of an unresolved dispute about the distribution of funds and assets; the funds and assets of the association shall be transferred to the State of Ohio for further adjudication.
E. In the event of one or more members leaving the organization and starting another organization, the breakaway group will not have any rights for any funds or assets of the organization.