Bylaws are governing rules for a Non-Profit or a 501(c)(3) organization. It is there for a reason. It serves to maintain consistency in its operations. It has rules for several areas, namely, Elections, Membership, Board, Ethics, Finance, etc. Each states’ laws are slightly different and the Bylaws will have to comply with each specific state requirement where the organization is based.Bay Area Prabasi, Inc (BAPI) being a Non-Profit organization needs to have a valid Bylaws governing its operations. Because BAPI is based in California, the Bylaws have to comply with laws that are specific to California Non Profit Laws.There’s been significant discussion regarding BAPI Bylaws and the Officers and the Board felt that it was time that an update should be provided on the status of BAPI Bylaws.As most of us are aware, BAPI originally was formed in the mid 70’s and did have governing Bylaws which, unfortunately as of now there is no record of it. Bylaws were drafted in 1992 and the organization has mostly operated under those Bylaws, but over time unintentionally some deviations happened in BAPI operations. These were in the areas of membership (the 1992 Bylaw allowed only one membership level, the concept of Patron members or life members was not ratified or amended in the Bylaws) financial practices (independent audit committee) etc.The current Officers in late 2019 delved into the issue of Bylaws to understand the premise behind the changes. And it was then discovered that BAPI did not have a ratified Bylaw. After much discussions with esteemed members of BAPI, it was decided to put serious effort on drafting the Bylaws by making sure that all legal aspects were being addressed. A Bylaws committee was formed and a draft was prepared. To make sure that the Bylaws comply with California laws, it was decided to engage a lawyer with specialization in that particular area. Therefore, Chitra Ramanathan, Attorney at Law, from Mark Cohen Law Firm which has 30+ years of non profit experience has been engaged by BAPI to work on our Bylaws.Recently, a few weeks ago, a meeting was organized with Chitra, Officers and the Board members of BAPI along with some members of the Bylaw committee. There was discussions and the concept of two elected Boards was presented as per the Bylaws proposal. We requested Chitra to review the proposal and share her feedback on compliance around the 2 elected body structure as defined in the proposal.The legal counsel has done a thorough review of the “proposed Bylaws” and arrived at the following conclusions:California law allows only the board to govern and there can be one board onlyThe election of a committee other than the Board appears to conflict with Section 5210 of California Code – in that the Board may delegate …to any person or persons. . .” as opposed to members may delegateYou can read the complete legal memo from attorney with detailed feedback on the proposal here.In the best interest of the organization on March 3rd, the board delegated Chitra to work on preparing a compliant draft bylaws. Below is the timeline we are following The following months are critical for BAPI members to participate in aiding the board to maintain a compliant organization with all the events for all the members the same as before, if not better. Input of the members’ representation and the boards has been turned in to the legal expert, as is the Bylaw protocol.
|
