Section 1 – Name & Application
Name of the organization shall be Indian Overseas Congress, USA (hereinafter referred to as IOC, USA) and shall, with the assent of the All India Congress Committee, be the single recognized entity to represent non-resident Indians and Indian-Americans in USA in all matters of concern to the Indian Overseas Congress, USA.
Section 2 – Principal Office
The principal office of IOC, USA shall be established in the State of New York and branch offices may be maintained at other places in USA as deemed appropriate by IOC, USA. and such changes of address shall not be deemed, nor require, an amendment of these bylaws.
Section 3 – Change of Location
The IOC, USA National Council may change the principal office from one location to another in New York in accordance with the Bylaws herein and the laws of the State of New York.
The IOC, USA shall act to promote the purposes set forth in its Certificate of Incorporation.
The IOC, USA shall function as an umbrella organization/forum for the Indian American community residing in USA which desires the promotion of the ideals of democracy, secularism and fraternity based on justice, liberty and equality for everyone both in their motherland and the adopted land of USA. The IOC, USA members shall aid and support the welfare and concerns of the local community and work as goodwill ambassadors promoting close bilateral relations especially between the two democracies – India and USA, to strengthen human solidarity, human rights, upliftment of quality of life and promote peaceful co-existence and international cooperation.
IRC Section 501(c) (3) Purposes.
The goals of IOC, USA shall be the enhancement of charitable, cultural, civic, educational, health, social, scientific and or other purposes which are not in contradiction with the provisions of Section 501(c)(3) of the Internal Revenue Code, including for such purposes as, making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.
It shall promote peace, harmony, goodwill, justice and basic human rights amongst peoples of different origins and ethnicities both at the local, national and international levels, free from any form of bias and discrimination based on race, color, sex, marital status, sexual orientation, age, creed, religion, language, gender, cast, ancestry, national origin, or the presence of any sensory, mental or physical handicaps.
It shall also be a non-profit organization established with the main objectives to serve, inter alia, the Indian American community to promote, human rights, freedom, justice and humanitarian issues, culture and education devoid of communalistic overtones and practices. It may create forums or events to discuss current trends and pressing issues such as environment and may solicit, collect and disburse funds for charitable purposes to meet the goals of IOC, USA and the purposes enumerated in its Certificate of Incorporation.
It shall mobilize the activities, interests and concerns of the Indian American diaspora and promote the utilization of the technology sectors for the empowerment of the Indian American community and raise awareness in innovation in various fields of human endeavor and elements of Technology to facilitate its members and the community with the leverage and education they need to succeed in a highly advanced technologically driven society in social, cultural, educational, economical, legislative and political fields. It shall dwell in all aspects of development of rights and opportunities for the Indian Americans particularly the youth, seniors and women in the American milieu. It shall also keep the Indian American Community in the forefront of the internationally evolving interrelationship concepts.
It shall foster dialogue to discuss all issues of relevance and appropriate activities to strengthen the bonds between India and its diaspora and to contribute to the socio-economic developments between India and the United States of America to help build bridges of friendship and co-operation for mutual benefit and respect between the peoples of these two largest democracies in the world.
This Agreement shall be governed by the laws of the State of New York and any dispute shall be decided and have jurisdiction in the County and State of New York.”
All officers, members or any party associated with IOC, USA agree to resolve any or all disputes with IOC, USA including with its Chapters and Committees or other such set ups or its officers, members or associates by mediation or binding arbitration processes.”
The National Council of IOC, USA shall be the supreme authority and policy making body and it shall establish the terms, conditions and responsibilities of all members, officers, and bodies, Chapters, Committers, and Coordinators etc. of IOC, USA. The National Council shall supervise and provide directions on all the activities, administration and management of IOC, USA in accordance with the Articles of Incorporation, the By-Laws herein and the laws of the State of New York.
The National Council shall have final authority in the management of the affairs and finances of IOC, USA except as otherwise provided in the by-laws herein, and shall have general custody and control of all the property, assets and liabilities of IOC, USA.
Section1 – Composition
The following shall constitute Members of the National Council of IOC, USA:
Each member of the National Council shall serve on the National Council for a term of three (3) years and shall be eligible to serve in the same capacity for another one term of three (3) years, except that the Chairman and the President shall be limited to serve for only one term of two years.
The National Council shall assign and or reassign responsibilities and modalities and make revisions as necessary. The National Council shall also appoint two internal auditors to certify the accounts of IOC, USA and make a submission at the Annual General Meeting.
Each National Council member shall register his, telephone number, postal and e-mail addresses with the General Secretary (Membership & Outreach) of IOC, USA, and, notices of meetings and other correspondence mailed, emailed or faxed to them at such addresses shall be valid notices for all purposes.
The National Council shall meet at least three times a year and as often as deemed necessary by the
The National Council shall liaise, as appropriate, with the All India Congress Committee through the Chairman of the Overseas Congress Department of A.I.C.C.
Section 2 – Establishment of Chapters
The IOC, USA may establish Chapters or Committees with respect to members from (i) each State in USA (ii) each state in India (iii) Indian American Youth (iv) Indian American Women (iv) Commerce and Trade Council of the Indian American Community, Regional groups of states, and for other groups deemed appropriate by the National Council to facilitate the conduct and interest of its business on a national and international level and establish rules and regulations for such Chapters etc. for their constitution, management, supervision and representation and the conduct of business in conformity with the goals and purposes of IOC, USA. Each Chapter/Committee shall be required to abide and function by the by-laws, agreements and rules of IOC, USA.
Each Chapter and Committee Chair shall be required first to be confirmed by the National Council to serve as a member on the National Council.
The National Council may, as an exception, permit an officer to assume more than one role on a case by case basis, if it is deemed to be in the interest of IOC, USA. However, he may only cast one vote on any issue under discussion.
Section 3 –
The National Council shall establish the following Standing Committees:
Additional Committees or ad-hoc committees may also be established as necessary by the National Council. Each Committee Chairperson shall be entitled to sit on the National Council as prescribed under these bylaws.
In addition to all powers and duties designated to each Committee by the by-laws and the National Council from time to time, and/or the laws of the State of New York, each standing Committee shall have the power to enlist the aid and cooperation of community members, whether or not members of IOC, USA and to appoint honorary advisors, whether or not members of IOC, USA for the efficient accomplishment of its goals.
Section 4 – Elections Commission
An independent election commission, which will be elected by the General Body, of five (5) members shall be set up in good time. It shall act as an independent body, in consultation with the National Council and will set up and conduct the election. It is mandated to call for an election and set a date at least three months before the expiry of the term of the National Council. The Commission shall report to the Trustee Board. If the National Council fails to cooperate with the election, the election commission should refer the matter to the Trustee Board. The election commission will manage the membership roll. The President is mandated to turn over all data concerning membership to the commission. The Election Commission shall draw up its own rules and procedures subject to the approval of the National Council. It may deploy I.T to the extent deemed appropriate. It shall apply discipline and adhere strictly to established election procedures and deadlines. All members certified to be in good standing by the Membership Committee shall be entitled to one vote each in accordance with the by-laws herein. In addition, after the election, the Commission shall assist in the transfer of all records and documents to the newly elected officers.
Section 5: Finance & Audit Committee:
Besides its mandatory duties, it shall prepare a proposed budget in consultation with respective officials in charge of coordination of the work of Chapters and Committees.
Section 6 – Compensation Committee:
The salaries of officers, if any, shall be fixed from time to time by resolution of the National Council. In all cases, any salaries received by officers of this organization shall be reasonable and given in return for services rendered to or for the organization. All officer’s salaries shall be approved in advance in accordance with IOC, USA’s conflict of interest policy in the bylaws herein.
The Following shall constitute membership of the Steering Committee and shall promptly deal with Emergency and urgent matters and report to the National Council.
Furthermore, the Steering Committee may designate any member to fill a vacancy on a temporary basis for up to three months. Any extension of the temporary appointment must be approved by the National Council.
The Board of Trustees shall consist of11 (eleven) Members. To begin with, the National Council shall nominate up to five (5) Trustees. Every retiring Chairman, Deputy Chairman, President, Secretary-General, Sr. Executive Vice President, National Vice President of IOC, USA, Chapter Chairman and Chapter President shall automatically be entitled to join unless there are no further vacancies or are objected to by the Board of Trustees. Each Trustee shall be entitled to a three-year term and may be reappointed by the General Body for two further three-year terms.
The Board of Trustees shall remain responsible to direct the Elections commission as stipulated herein. A candidate running for the post of President, Secretary-General or Executive Vice President must have served as Chairman, President, Secretary-General, Executive Vice President, National Vice President, Chapter Head or Chapter Chairman of INOC in USA for at least 3 years. Members who join the organization within the 3 months of next set election (i.e. the cut-off date) shall become eligible only to vote for the following election.
The Board of Trustees shall provide advice and counsel to IOC, USA as required or as requested by the National Council. The Trustee Board shall appoint an External Auditor in case of serious irregularities brought to their attention by five or more National Council members. Trustees shall not receive any fee or compensation other than those allowed by law, the National Council or the By-laws herein. Members of the Board of Trustees shall have no right to vote in any National Council proceedings.
With the concurrence of the Director of Indian Overseas Congress Department of the All India Congress Committee, the National Council may designate up to seven (7) persons of international repute or service as members of the Advisory Board at the beginning.
The term of each Advisor shall be for a period of three years and shall be renewable by the National Council for two further three-year periods. Up to four (4)) additional Advisory Board Members may be designated by the National Council thereafter. The advisers shall not receive any fee or compensation other than those allowed by the National Council or by the By-laws herein. Advisory Board members shall not have the right to vote in any National Council proceedings.
Section 1 – Qualifications
Each member shall be of at least 18 years age and who agrees to abide by and uphold the aims and purposes contained in the by-laws and goals of IOC, USA and the laws of the State of New York. Each President and the Chair of an approved Chapter and the Chair of any approved Committee and those of any other Committee established by the National Council shall be eligible to sit as a voting Member of the National Council. All membership dues must be fully paid at least three months prior to the date of voting to be eligible for the member to vote. No member shall be entitled to vote unless he has been duly certified by the Membership Committee to have met this requirement.
Section 2: Code of ethics.
The National Council shall adopt a code of ethics applicable to its members.
Section 3 – Powers
The National Council shall be the policy implementation body of IOC, USA. It shall conduct all the activities and affairs of IOC, USA and exercise all delegated corporate powers, subject to the provisions of the laws of the State of New York, the Articles of Incorporation and the Bylaws herein.
Section 4 – Duties
Section 5– Term of Office
Each officer of the National Council shall be confirmed by the National Council. The National Council may make rules to stagger the appointments of its officers. Upon expiry of the final term as provided for in the bylaws herein, the member of the National Council may not serve again in the same capacity for one full year immediately following the date of expiry of his final term.
Section 6– Compensation
No National Council Member shall receive any compensation for his services, except that each National Council member shall be entitled to receive from IOC, USA reimbursement of expenses incurred by the member in the furtherance of IOC, USA’s business in accordance with IOC, USA rules. Nothing contained in this Section shall be construed to preclude any National Council member from serving IOC, USA in any other capacity and receiving compensation for that service. The salaried individuals of IOC, USA shall not be eligible to vote on their own compensation and the compensation decisions shall be made by the unrelated members of the National Council.
Section 7 – Place of Meetings
Meetings shall be held at the principal office of IOC, USA or at such other place as may be designated by the President from time to time.
Section 8 – Extraordinary General Meeting.
Extraordinary General Body Meeting may be requested by the President or by one-third (1/3rd) of the National Council members in writing providing the reasons for holding such a meeting. Notices of such meetings shall be duly sent to the membership at large and the Extraordinary General Meeting must be convened within three weeks from receipt of a proper request by the National Council.
Section 9 –Regular Meetings of the National Council
Meetings of the National Council shall be held minimum of three times a year with at least two weeks notice or more frequently as the National Council may decide. The National Council shall decide the date, time and venue for each meeting from time to time.
Any National Council Member, who is absent from three (3) consecutive regular and special meetings without valid reasons or having been excused (such as for illness or a death in the family), would normally be so notified. Notices shall be sent to the absentee after being absent from 3 consecutive meetings and if the next two meetings are missed again after the giving of the notice, he may be removed from his position by the Disciplinary Committee following due process.
Section 10 – Special Meetings of the National Council
Special meetings of the National Council may be called by the President. Special National Council Meeting may also be called by fifteen (15) or more members of the National Council, or as specifically authorized under the laws of the State of New York to call special meetings of the National Council. Such meetings shall, whenever possible, be held at the principal office of IOC, USA.
Section 11– Notice of Meetings
The procedure to be followed is as below unless the Articles of Incorporation, the National Council, the Bylaws herein or the laws of the State of New York require otherwise.
Waiver of Notice –
Whenever any notice of a meeting is required to be given to any National Council Member, a waiver of notice in writing signed by the National Council Member, whether before or after the time of the meeting, shall be equivalent to the giving of such due notice.
Section 12– Quorum for Meetings
A quorum at the National Council meetings shall consist of fifteen (15) National Council Members of IOC, USA present and voting. The National Council shall not conduct any business at any meeting at which the required quorum is not present. The only motion, which the Chair shall entertain, is a motion to adjourn. A quorum, once established, will not be broken by any member leaving in the middle of a meeting.
If a meeting was adjourned without a quorum, a two weeks’ notice should be given for a second meeting that would waive the quorum restriction to make decisions other than election or removal of officers.
Section 13 – Majority Action as National Council Action
Every act or decision taken by a simple majority vote of the National Council Members present at a duly held meeting at which a quorum is present shall be the valid act of the National Council, unless the Articles of Incorporation, or the Bylaws herein or the laws of the State of New York require otherwise. However, simple majority rule shall not apply in those instances where a two third majority is required in the bylaws herein, in accordance with the IOC, USA rules, or the laws of the State of New York.
Section 14 – Conduct of Meetings
All major meetings of the National Council shall be presided over by the President. The Secretary-General of IOC, USA shall act as the Secretary of all meetings of the National Council, provided that, in his/her absence, or the absence of the designated appointee, the presiding officer shall appoint another person to act as the Secretary-General of the Meeting. Procedures for the conduct of meeting may be amended or revised from time to time by a resolution of the National Council. In the event of any conflict of procedures in the conduct of all meetings, the parliamentary procedural rules established in the Robert’s Rules of Order shall always prevail. The Secretary (Administration & Management) shall be responsible for the recording of the minutes and circulation thereof.
Section 15 – Vacancies
Vacancies on the National Council shall exist:
Any Officer or National Council Member may resign effective upon giving written notice to the President unless the notice specifies a later time for the effectiveness of such resignation. No National Council member may resign if IOC, USA would then be left without a duly constituted Member in charge of its affairs.
Section 16 – Non-liability of National Council Members and officers.
The Officers and the National Council Members shall not be personally liable for the official acts and omissions or the debts, liabilities or other obligations of IOC, USA.
Section 17 – Indemnification by IOC, USA
The Officers and the National Council Members shall be indemnified fully as permissible under the laws of the State of New York and the Bylaws herein.
Section 18 IOC, USA (National Council) shall take necessary steps to arrange for such insurance protection.
All National Council Members shall take oath of office and act in accordance with the rules and policies and the by-laws established by IOC, USA. The President may make revisions in the duty of any one or more officers, Chapters or Committees in agreement with the Steering Committee as provided for in the by-laws. As a rule, no member shall hold more than one office at any given time except as provided for in these bylaws.
Section 1 – Designation of Officers
The slate and hierarchy of officers shall be as described in the Bylaws herein. All correspondence and communications shall be through proper channels.
Section 2 – Qualifications
Each Officer must be eighteen (18) years of age and must subscribe to the principal of democracy, based on secularism and on equal justice for all. He must fully abide by and support the mission statement herein in the bylaws.
Section 3 – Term of Office
Each term of Officers and members of the National Council shall be for a period of a three (3) years from the date the officer is elected. He may run for further terms in accordance with the rules herein in the by-laws.
Section 4 – Duties of the Chairman
The Chairman shall be elected and shall be the Chief Liaison Officer with the Chairman of the IOC Department of the All India Congress Committee. The Chairman shall have the oversight and overall responsibilities for the organization and will serve as the advisor to the President and the National Council. The Chairman may intervene and provide rulings in case of fissures within the governing structure and will have the power to appoint an independent body to arbitrate between the parties of the conflicts.
Section 5 – Duties of the Deputy Chairman
The Deputy Chairman shall assist the Chairman and provide guidance to the President and the Secretary General. He shall ensure the proper functioning of the duties by officers in accordance with the by-laws. The Deputy Chairman shall act as Chairman in the absence of the Chairman.
Section 6 – Duties of President
The President of the IOC, USA shall be the President of the National Council and shall be the Chief Executive officer, representative and chief spokesperson of IOC, USA and shall supervise and be responsible for the implementation of the business of IOC, USA and of all the orders and resolutions of the National Council. He shall also observe and cause to be observed, all laws, instructions, bylaws and procedures and he shall perform all duties incident to his office and such other duties as may be required by law, by the Articles of Incorporation, the National Council or by the Bylaws herein. The President should also act as a liaison with all the National Chapters.
The President shall preside over the meetings of the National Council, the Annual General Membership Meeting or any Extraordinary General Meeting and the Special Meetings (e.g., inaugurations of chapters). The President shall guide and be the principal officer of IOC, USA and shall give necessary directions and advise to IOC, USA.
Section 7 – Duties of the Secretary- General
The Secretary General shall coordinate the functionalities of the various officers and undertake strategic planning initiatives of IOC, USA. He shall advice and collaborate with the Chairman the Deputy Chairman, the President, the Senior Executive Vice President and the Vice Presidents. He shall liaise with IOC organizations in other countries and New Delhi and represent IOC, USA at meetings and events as advised by the Chairman and the President. He shall develop policy and IOC, USA responses to key issues in consultation with the President and the Chairman. He shall prepare position papers and recommendations on major issues to assist the Chairman and the President.
Section 8: Duties of Sr. Executive Vice President:
The Sr. Executive Vice President shall have the custody of the seal of INOC, USA and shall affix and attest the same to documents when duly authorized by the National Council. He shall also give and serve all notices on behalf of the National Council and shall perform all the duties incidental to the office such as servicing of all meetings of National Council (notices, agendas, attendance, taking down and distribution of approved minutes, maintenance of records etc.). He shall provide support to various Chapter Presidents and Chairs of Committees. He shall work closely with the Secretary General, the President and the Chairman. He shall oversee the IOC Accounts on an ongoing basis. During the absence or disability of the Secretary-General, he shall act as Secretary-General with all the powers and functions pertaining to the office.
Section 9 – Duties of Senior Vice President I
The Senior Vice President I shall assist the Sr. Executive Vice President in the Administration and Management of the work of IOC, USA. He shall step in to perform the functions of the Sr. Executive Vice President in his absence. He will be responsible to attend the important meetings of the Chapters and Committees based on the States in USA and offer guidance and ensure compliance of their respective responsibilities.
Section 10 – Duties of Senior Vice President II
The Sr. Vice President II shall assist the Sr. Executive Vice President in the coordination of all the duties and functions of various Committees and of the various Chapters based on the States in India. He shall assist them in providing guidance and ensuring that they are performing well in their assigned responsibilities.
Section 11– Duties of Vice-President (each Regional Coordinator)
The responsibilities of each Vice President (Regional Coordinator) shall be to supervise all the activities of a state or a group of states in USA that are assigned under his jurisdiction. He shall collaborate with each of the state Chapter Chairman and offer advice, & assistance and will also ensure that all information, reports and dues and actions called for from such states are complied with and submitted on time to the National Council.
Section 12. Duties of General Secretary. (Strategic Planning & Development)
The General Secretary shall assist with strategic planning & development, financial, publicity/programs and other matters as may be required. He shall conduct studies and research and make intelligent forecasts on strategic resources and plans. He shall also (a) organize all activities relating to welfare, education, economy and industry, and (b) deal with issues and concerns such as those relating to Non-Resident Indians and People of Indian Origin.
Section 13 – Duties of General Secretary (Public Relations, “Media & Press”)
The General Secretary (Public Relations, Media & Press) of IOC, USA shall promptly prepare and issue press releases after all major events, meetings or happenings and be responsible to contact the media and the government officials and Indian Embassy officials as required by the National Council to deal with matters of concern to the National Council and its members. He shall keep himself current with the issues at hand and collaborate with the President on a regular basis.
Section 14 – Duties of General Secretary (Chapter/Committee Supervision)
He shall act as a liaison officer between IOC, USA and various chapters and committees and ensure that they are performing in full compliance and offer any assistance possible to help them do their work. He shall review the work of each group or chapter before it is submitted to the National Committee. He shall act as liaison of IOC, USA in the community. He shall perform all general duties relevant to his position and review their requests and complaints.
Section 15 Duties of General Secretary (Membership, Outreach)
He shall organize active membership campaigns and maintain proper membership registers and financial records on an on-going basis. He shall ensure that all pertinent data is maintained on the internet broken down in a way that certifications will be possible when it comes to determining the eligibilities of each member for voting.
Section 16: Duties of a General Secretary (Events Management)
He shall keep track of all major events during a year and commence planning well in advance for each. He shall also initiate venue identification, and all facets of the event activities and keep the President fully appraised on a current basis. He shall draw out plans, initiate steps for adequate resources and outreach; coordinate travel, venue, meeting rooms, food etc.) well in advance and establish milestones to achieve the goals. He shall keep the President appraised of developments on a periodic basis.
Duties of General Secretary (Administration, Management) The General Secretary (Administration, Management, Meetings & Minutes) shall be the de facto manager of IOC, USA administration and shall, in particular:
Duties of a General Secretary (Finance and Accounts)
He shall be responsible for helping the Treasurer for the development and maintenance of all financial accounts and making information available to the President whenever requested to do so. He shall consider and conduct fund-raising initiatives to improve the fiscal viability of the organization. He shall also assist to ensure that all governmental and IRS filings are done in due time and that all supporting documents are properly executed and preserved.
Duties of General Secretary (Report & Records)
He shall be the official record-keeper of reports and records of the organization. He must also ensure that copies are available for the President at short notice. Consideration must be given to ensure if copies are available or recorded on the internet. He must ensure that a good data base is maintained.
Duties of the General Secretary (Liaison with local elected officials)
He shall be responsible to maintain regular touch with his constituency and educate them and keep them informed of all appropriate issues adequately. He shall also ensure that he was keeping the organization informed of all the current local developments and seek how to improve relations with them. He shall assist in building bridges between the local government and the Indian diaspota
Section 21. Duties of General Secretary (Souvenirs & Publications)
He shall be responsible for the issuance of regular newsletters and circulars to keep the membership up to date. He shall be responsible to maintain regular touch with his constituency and source out the different publishers and maintain rates etc. for qualitative printing requirements of the organization. He shall seek advertisements and greeting messages from appropriate officials in a timely basis for inclusion in the journal. He should meet all deadlines and ensure that the quality of photos and resolution of the documents etc. is high and sharp. He shall keep the President informed of developments on a routine basis. He shall consult the President to ensure that no unsuitable content is included in the journal. He shall also arrange to meet all the printing requirements of the organization. Disclaimers must also be issued as appropriate.
Section 22. Duties of each Secretary:
He shall be responsible to aid and support the corresponding General Secretary in the administration and management of the specific assigned duties. He shall conduct research, collect data, and contemplate assorted options to improve the delivery of the duties imposed. He shall maintain regular touch with his constituency and prevailing subject matter and educate his General Secretary and keep him informed of all current developments. He shall also ensure that they were functioning properly and that their accounts, performance and enthusiasm was up to speed.
Section 23– Duties of the Treasurer
The Treasurer of IOC, USA shall:
Section 24 –
Duties of Joint Treasurer
Joint Treasurer shall help the Treasurer in his responsibilities in maintaining proper records and acts as Treasurer in absence of the Treasurer.
Section 25– Compensation
All the Officers and members of the National Council shall not be eligible for any compensation.
Section 1 – Eligibility for Membership
Membership shall be open to all persons who are at least 18 years of age. Any resident of the United States who shares the values, purposes and ideals of IOC, USA and the Indian National Congress and support its activities may become a member by paying the stipulated Life Membership Fee of $100. Membership shall be granted after completion and receipt of a membership application and membership fee. An application to become a member shall be subject to the approval of the National Council. IOC, USA shall have only one class of members and except as expressly provided in or authorized by the articles of incorporation, the bylaws of IOC, USA, or provisions of law, all member shall have the same rights, privileges, restrictions, and conditions. There is no limit on the number of members IOC, USA may admit.
Section 2 –
The fee shall be $100 for a life membership. However, for purposes of eligibility to vote in any elections, the person must have a certification from the Membership Committee certifying that he or she has paid the $100 in full at least 3 months prior the date of the election.
These fees may be revised by the National Council from time to time. Additional donations/contributions may be made voluntarily at any time.
Section 3 – Rights of Members
Each eligible member shall be entitled to participate in the decision-making processes of IOC, USA in accordance with the rules herein. No Officer of the National Council may serve more than a total of two (2) terms of three year’s each or a total of six consecutive years in the same capacity, except with an interruption of at least one year.
Section 1 – Meetings of the National Council shall be held at least three times a year.
Section 2 – Annual General Meetings
The Annual General Meeting of the members shall take place close to the end of each year, and the specific date, time and location of which shall be designated by the National Council. The President shall be the presiding officer and shall also give a wrap-up of the main activities of the year, point out concerns and lay the ground work for the future. At the annual general meeting the National Council shall confirm the candidates to fill the vacancies occasioned by retiring or those occurring for other reasons, of officers and members of the National Council, and other matters such as, to receive annual reports from heads of various bodies of IOC, USA on their respective activities, and to determine their programs and direction for the future on short and long-term basis. The Treasurer shall provide a detailed financial report for the year.
Section 3: Special Meetings.
Special meetings or Meetings of the Steering Committee may be called by the President at short notice.
Any member may resign by filling a written resignation to the President. Unless otherwise specified in the notice, the resignation shall take effect upon its receipt and the acceptance of the resignation shall not be necessary to make it effective. Resignation shall not relieve a member of unpaid dues previously accrued.
The Disciplinary Committee of the IOC, USA may institute disciplinary procedures against any IOC, USA officer or member as may be deemed appropriate. Any aggrieved party may appeal the decision of the Disciplinary Committee to the National Council in accordance with the established rules. The determination of the National Council shall be final. A member may have his membership terminated by a two-third majority vote of the Disciplinary Committee for cause.
In the event of the death, resignation or removal of the President, the National Council may elect or appoint a successor to fill the remaining term. In the event of death, resignation or removal of an officer, the Steering may appoint an interim successor for up to three months.
National Council Members or Officers may be removed from office, with or without cause, under the By-Laws or as permitted by and in accordance with the laws of the State of New York.
All rights of a member in IOC, USA shall cease on termination of membership as herein provided.
Section 1 –
Execution of Instruments, Deposits and Funds
The National Council, except as otherwise provided in the Bylaws herein, may by resolution authorize any officer or agent of IOC, USA to enter into any contract or execute and deliver any instrument in the name of and on behalf of IOC, USA, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind IOC, USA by any contract or engagement or to pledge its credit or to render it liable monetarily or otherwise for any purpose or in any amount.
Section 2 –
Checks and Notes
Except as otherwise specifically determined by resolution of the National Council, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of IOC, USA shall be signed by the Treasurer and countersigned by the President of IOC, USA.
Section 3 –
All funds of IOC, USA shall be deposited from time to time to the credit of IOC, USA in such banks, trust companies or other depositories as the National Council may select in a prompt manner.
Section 1 –
Limitations on Activities
No substantial part of the activities of IOC, USA shall be for propaganda, or otherwise attempt to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and IOC, USA shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on or behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of the Bylaws herein, IOC, USA shall not carry on any activities not permitted by law.
Section 2 – Prohibition against Private Inurement.
No part of the net earnings of National Council shall inure to the benefit of, or be distributable to, its members, Directors, Officers or other private persons, except that IOC, USA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of IOC, USA.
Section 3 –
Distribution of Assets
Upon the dissolution of IOC, USA, its assets remaining after payment, or provision for payment, of all debts and liabilities of IOC, USA shall be distributed to one or more tax exempt organizations within the meaning of Section 501(c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the state of New York.
Section 4 –
Private Foundation Requirements and Restrictions
In any taxable year in which that IOC, USA becomes a private foundation as described in Section 509(a) of the Internal Revenue Code, IOC, USA:
Section 1 –
Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt INOC, USA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of IOC, USA or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2 –
(a) Interested Person.
Any Director, Officer, member of a committee with the INOC, USA’s delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(1) has an ownership or investment interest in any entity with which IOC, USA has a transaction or arrangement,
(2) has a compensation arrangement with IOC, USA or with any entity or individual with which IOC, USA has a transaction or arrangement, or
(3) has a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which IOC, USA 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 Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate National Council or committee decides that a conflict of interest exists.
Section 3 –
Conflict of Interest avoidance procedures
(a) Duty to disclose.
About 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 National Council delegated powers considering the proposed transaction or arrangement.
(b) 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 shall leave the National Council or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining National Council or committee members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest.
An interested person may make a presentation at the National Council or committee meeting, but after the presentation, he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The President of the National Council or committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the National Council or committee shall determine whether IOC, USA 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.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing National Council or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in IOC, USA’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.
(d) Violations of the Conflicts of Interest Policy.
If the National Council 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.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the National Council or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4 –
Records of the National Council and Committee Proceedings
The minutes of meetings of the National Council and all committees with National Council delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest about an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the National Council’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken about the proceedings.
Section 5 –
Compensation Approval Policies
A voting member of the National Council who receives compensation, directly or indirectly, from IOC, USA for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from IOC, USA for services shall be precluded from voting on matters pertaining to that member’s compensation.
No voting member of the National Council or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from IOC, USA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for Directors, Officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the National Council or a duly constituted compensation committee of the National Council shall also comply with the following additional requirements and procedures:
(a) The terms of compensation shall be approved by the National Council or compensation committee prior to the award of the contract.
(b) All members of the National Council or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each National Council member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
(c) The National Council or a compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the National Council or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
(d) The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the National Council or compensation committee that approved the compensation. Such documentation shall include:
Section 6 –
Each Director, Officer, and member of a committee with the National Council delegated powers shall annually sign a statement which affirms such person:
(a) has received a copy of the conflicts of interest policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands IOC, USA is charitable and to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7 – Periodic Reviews
To ensure IOC, USA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to IOC, USA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8 – Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, IOC, USA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the National Council of its responsibility for ensuring periodic reviews are conducted.
Except as may otherwise be specified under provisions of law, the Bylaws herein or the Articles of Incorporation or any of them, may be altered, amended or repealed and new Bylaws adopted by resolution approved by the National Council by a two-thirds majority of the National Council. Notice by 100 duly paid members shall trigger an action for amendment. However, the proposed amendment shall be sent to all members 6 weeks before the annual general body meeting of the National Council.