EC AT DALLAS ON 16 JULY ' 05
WORLD
MALAYALEE
COUNCIL,
INC
(WMC)
BY-LAWS
WORLD
MALAYALEE COUNCIL, INC. (WMC)
BY-LAWS
ARTICLE I: Name and
address of the corporation
SECTION I: Name of the Organization
The name of the organization shall be
`WORLD MALAYALEE COUNCIL’,
Inc (WMC)
SECTION II: Address of the Organization
ARTICLE II: Charter and
Organization
SECTION I: World Malayalee Council, Inc.: Charter
The Charter of the Corporation (WMC) shall be an
integral part of these by-laws. The Charter
of Incorporation and articles therein shall prevail over every article in the
by-laws in case of disputes or controversies. See attached Charter.
SECTION II: World Malayalee Council: Organization
See attached Organizational Structure.
SECTION III: World Malayalee Council, Inc.: Trustees
World Malayalee Council,
Inc.’s Trustees shall be known in the Council and among its membership as
Executive Council. Executive Council
shall be the Board of Trustees.
ARTICLE III: Objectives
As detailed in the charter of
the corporation including the following:
1. To provide a meeting point for interested Malayalees
all over the World to open up new possibilities for their economic, political
and social growth and better understanding by extrapolating their inherited
rich culture and economic, political and social values.
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2. To facilitate a dynamic link between the Malayalee
experience, expertise and entrepreneurship in the developing and the developed
countries for the invigoration of the Malayalee
Community at large, and the
3.
To seek out and
recognize Malayalee Talents, Skills and Intelligence
on a global level and mobilize them for the enhancement of Professional
Development, Career Advancement, and Technological breakthrough.
4. To organize an international network of Malayalees
of different age groups to constantly communicate, share and update their
knowledge base.
5. To create a cultural awakening in the Malayalee
Diaspora, scattered world-wide, and to instill in them the openness of culling
out the cream of all cultures paving the way for a world harmony.
Toward these goals, we strive
to create co-operation in terms of Secularism and equal opportunity among
the Malayalees abroad and among the people of Kerala. We will
co-operate with organizations of the Malayalee
community and other organizations in all countries and the Government of Kerala and other national governments to achieve these
goals.
ARTICLE IV.
General Council (GC) and Membership
General
Council shall be the general body of the World Malayalee
Council. All dues paying members listed in the official list are eligible to
attend the Provincial, Regional and Global General Council meetings,
Section II.
Membership
Membership
in WMC is only in the Provincial level. Individuals shall become members of a
Province if they meet the membership eligibility requirements, accept the
mission and goals of WMC and pay the prescribed membership dues.
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Section III. Membership eligibility
Membership shall be open to the following categories
of people
-
Malayalee by birth (born to Malayalee
parent or parents)
-
Person, who has adopted
-
Person born in Kerala
-
Person, who speaks the language Malayalam
-
Spouse of a Malayalee or Keralite
Section IV. Membership dues.
(a)
All members shall pay dues to the Provincial, Regional and Global
Councils.
(b)
Provincial, Regional and Global Executive shall determine the biennial
membership dues to the Provincial, Regional and Global Councils respectively.
(c)
Province shall collect the biennial membership dues, which shall
include fees to Province, Region and Global council.
(d)
Province shall remit the biennial membership dues to the Regional and
Global Councils together with a list of members before December 31, the year
before the WMC global conference.
(e)
Only those who have paid their membership dues and listed in the
member’s list of the province shall be eligible to attend the general council
meetings and become candidates for election.
Section V. WMC
Forums
To be eligible to
become a member of a WMC Forum, the person shall be listed as a member in a
Province.
Section VI. Voting Rights
Each member has one vote each in the Provincial, Regional and Global General Council in person and there shall be no proxy vote.
ARTICLE V. WORLD MALAYALEE COUNCIL - MEETINGS
Section
I.
A meeting of the members of the General Council, commencing with the year 1995, shall be held bi-ennially at a place within or without the United States as may be fixed by resolution of the Executive Council (EC) and declared to the General Council (GC), for the purpose of ratifying the election of the Chairman, President, Vice President, General Secretary, Secretary, Treasurer, Other Officers of the Executive Council (EC) and for the transaction of such other business as may be brought before the meeting.
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The place of the forthcoming meeting shall be determined at
the meeting two years before. Example:
the place of the 1997 meeting shall be determined and declared at the July 3,
1995 meeting of the General Council.
Written notice of the annual meeting shall be mailed at
least 90 days prior to the meeting to each member of the World Malayalee Council of record at his/her address as the same
appears on the Membership Register of the WMC. A failure to mail such notice or
any irregularity in such notice shall not affect the validity of any annual
meeting or any proceeding at such annual meeting if such notice is waived in
accordance with Article XVI of these by-laws.
Section II. Special Meetings
Special meetings of the
General Council may be held whenever called in writing by the unanimous
decision of the Executive Council, and may be held at such place either within
or without the
Section III. Adjournment
At any meeting of the
General Council at which sufficient members are not present according to the
opinion of the majority of the Executive Council, may adjourn the meeting to a
future date.
Section IV. Written Consent in Lieu of
Meeting
Whenever members are
required or permitted to take any action by vote, such action may be taken
without a meeting by written consent, setting forth the action so taken and
signed by the members of record entitled to vote thereon.
Section V. Regional/Provincial Council
By-Laws
·
Regional WMC shall be free to adopt their own rules of operation
consistent with the by-laws of the WMC.
All such by-laws shall be submitted to the Executive Council for
ratification. WMC by-laws shall prevail in
case of controversies and disputes.
·
Provincial WMC shall be free to adopt their own rules of operation
consistent with the by-laws of the WMC.
All such by-laws shall be submitted to the Regional Executive Council
for ratification. WMC by-laws shall prevail in case of controversies and
disputes.
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·
Regional by-laws shall be consistent with the existing laws of their
respective countries.
Section VI. By-Laws of the International
Forums
International forums may
adopt their own by-laws. WMC by-laws
shall prevail over any other by-laws in case of disputes or controversies. All such by-laws shall be submitted to
Executive Council for ratification along with the membership application.
ARTICLE VI.
Quorum and Notices
Clause (i)
Quorum
A.
General Council – No quorum is required
B.
Executive Council – One-fourth (1/4) of the
total members shall constitute a quorum for regular meetings. For special
meetings one-fifth (1/5) of the total members shall constitute a quorum. For
meetings conducted through the Internet response from minimum one-third (1/3)
of the members shall be received to make a decision
C.
Cabinet – One-third (1/3) of the total
members shall constitute a quorum for regular meetings. For special meetings
one-fourth (1/4) of the total members shall constitute a quorum. For meetings
conducted through the Internet response from minimum one-half (1/2) of the
members shall be received to make a decision.
Clause (ii) Notices
A.
General Council – Sixty (60) days from the
date of the meeting
B.
Executive Council – For regular meetings,
thirty (30) days from the date of the meeting. Minimum ten (10) days for
special meetings. Provide minimum ten (10) days to respond for meeting
conducted through the Internet.
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C.
Cabinet – For regular meetings,
fifteen (15) days from the date of the meetings. Minimum seven (7) days for
special meetings. Provide minimum seven (7) days to respond for meetings
conducted through the Internet.
Clause (iii) Adjournment and Rescheduling of regular meetings
At any regular meeting, if
quorum is not present as defined in Clause (I), that meeting can be adjourned
and rescheduled for a future date and or time at which time no quorum shall be
required to conduct the meeting.
ARTICLE VII.
Executive Council (EC) and The Cabinet
Clause (i) Members
A. Global Executive Council shall consist of
-
Global Chairperson, Three Vice Chairpersons, President, Two Vice
Presidents, General Secretary, Associate Secretary and Treasurer (10)
-
Chairpersons of special global projects/programs appointed by the
Global Executive Council (Maximum 10)
- President & Secretary of Global Women’s
Forum (2)
- President & Secretary of Global Youth
Forum (2)
- Regional Chairpersons, Presidents,
Secretaries and Treasurers (6X4 = 24)
-
Provincial Presidents or in the absence of the President, the
Provincial Secretary or the Chairperson, with the written authorization of the
President.
-
Chairperson, President and Secretary of Indian Worldwide Chamber of
Commerce (3) shall be members without voting rights.
B. Regional Executive Council shall consist of
-
Regional Chairperson, Vice Chairpersons, President, Vice Presidents,
Secretary, Joint Secretary and Treasurer
-
Chairpersons of special regional projects/programs appointed by the
Regional Executive Council (Maximum 10)
-
President and Secretary of
Regional Women’s Forum
-
President and Secretary of Regional Youth Forum
-
Provincial Chairpersons, Presidents, Secretaries and Treasurers
-
President and Secretary of affiliate member organizations shall be
members without voting rights.
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C. Provincial
Executive Council shall consist of
-
Provincial Chairperson, Vice Chairpersons, President, Vice Presidents,
Secretary, Joint Secretary and Treasurer
-
Chairpersons of special provincial projects/programs appointed by the
Provincial Executive Council (Maximum 10)
-
Maximum 15 elected council members or the President, Vice President,
Secretary, Joint Secretary and Treasurer of the Provincial units under the
Province.
-
President and Secretary of Provincial Women’s Forum
-
President and Secretary of Provincial Youth Forum
-
Presidents and Secretaries of other Forums of the Province.
Clause (ii) Duties and Responsibilities
A.
Executive Council shall be the Board of Trustees responsible for the
Assets and Records.
B.
Executive Council shall be the Electoral College responsible for
electing/appointing officers.
C.
Executive Council shall approve all the decisions of the cabinet before
implementation.
D.
Each member of the EC shall have one vote in person and there shall be
no proxy vote.
E.
Chairperson shall preside over the Executive Council Meetings
Clause (iii) Meetings
A.
Biennial Meeting
:-
The Biennial meeting shall be held during the biennial conference. The biennial
meeting shall approve the biennial reports and accounts, adopt the budgets for
various projects and programs, ratify any decisions taken by the cabinet on an
emergency basis, appoint Chairpersons for special projects/programs and conduct
the biennial election of officers for the next two year term. The EC shall
adopt resolutions and approve proposals to amend the WMC bylaws. The EC shall
set the agenda for the next two years.
B.
Special Meetings – Special meeting of the
Executive Council shall be called by the Chairperson or when requested by one
third of the total number of Executive Council Members. Special meetings of the
EC shall be held to discuss and make decisions on matters of importance.
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C.
Regular meetings – Use of the Internet. Regular meetings of the EC shall be held at least once in
three months to ratify the decisions taken by the cabinet and discuss other
matters. Executive Council shall make decisions through the Internet provided
all members are notified through their personal email addresses and sufficient
time is given for members to make their points and counter points. Chairperson
shall inform the members the final decision on the subject matter.
Section II. Cabinet
Clause (i) Members
A. The
Global Cabinet shall consist of
-
Global President, Vice Presidents, General Secretary, Associate
Secretary and Treasurer
-
Regional Presidents, Secretaries and Treasurers.
B. The
Regional Cabinet shall consist of
-
Regional President, Vice Presidents, Secretary, Associate Secretary and
Treasurer
-
Provincial Presidents, Secretaries and Treasurers
C. The
Provincial Cabinet shall consist of
-
Provincial President, Vice Presidents, Secretary, Joint Secretary and
Treasurer
-
President and Secretary of Provincial Units.
Clause (ii) Duties and
Responsibilities
A. The Cabinet shall be
responsible for the day to day operation of the Council
B. The Cabinet shall perform as
may from time to time be assigned by the Executive Council by duly appointed
resolutions.
C. The cabinet shall make
recommendations to the Executive Council on policies, projects and programs for
approval and enforcement.
D. Each member of the cabinet
shall have one vote in person and there shall be no proxy vote.
E. The President shall preside
over the cabinet meetings.
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Clause (iii) Meetings
A.
Biennial Meetings – The Biennial meeting of the
cabinet shall be held during the biennial conference. The biennial meeting
shall review the activities of the Council for the previous two years, approve
the biennial report and accounts, make recommendations
to the Executive Council on projects, programs and activities to be taken up by
the Council.
B.
Regular Meetings – Use of
the Internet – Regular meetings of the cabinet shall be held at least once in three
months to discuss and take decisions on issues. Cabinet shall make decisions
through the Internet provided all members are informed through their personal
email addresses and sufficient time is given for members to make their points
and counter points. The President and the General Secretary jointly, shall
inform the members the final decision on the subject matter.
Section III. Filling-Up vacancies to the EC and the Cabinet
If any vacancy shall occur
in the Executive Council or the Cabinet by death, resignation, termination or
otherwise, it shall be filled by the Executive Council by affirmative vote of
the majority. The new officer shall serve the un-expired term of the member, whose
place has become vacant or until a successor is elected by the Executive
Council for the un-expired term of the member.
Section IV. Chairperson of special projects/programs
The Executive Council during the biennial meeting or
special meeting shall by resolution passed by the majority of members present,
designate a member to be the Chairperson of a special project or program. The
special project/program Chairperson shall submit status report as and when
requested and a biennial report to the global cabinet. During the biennial
conference the Executive Council may renew the term of the special
project/program chairperson for one or more, two year term or appoint a
replacement.
Section V. Salaries, Expenses and Other Requirements
No salary shall be paid to the members of the
Executive Council and/or the Cabinet. Their time and effort are free and
voluntary. All out of pocket expenses approved by the cabinet shall be paid if
proper voucher/receipts are presented.
Section VI. Record keeping
Records of all meetings, reports, accounts etc.
shall be kept under the control of the General Secretary/Secretary.
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ARTICLE VIII. Officers
Section I.
The Officers of the WMC shall be a Chairman, Vice Chairman, President, Vice President, General Secretary, Secretary, Treasurer and such other officers as shall from time to time be provided for by the EC, including, but not limited to, one or more Vice Chairmen, one or more Vice Presidents, Associate Secretaries and Associate Treasurers. The same person may fill the office of any two (2) offices unless such act is prohibited by New Jersey Statute or any State laws where WMC functions. Such Officers shall be elected at the first meeting of the Executive Council after the annual election of the Councilors. They shall hold office until the next annual meeting or until their term expires or until their respective successors shall have been duly elected and qualified.
Section II. Powers and Duties of the Chairman
The Chairman shall be The Presiding Officer of all
Executive Council Meetings. He
shall, from time to time make such
reports of the affairs of the WMC as the Executive Council may require, and
shall do and perform such other duties as may from time to time be assigned to
him by the Executive Council.
Section III. Powers and Duties of the Vice Chairman
The Vice Chairman shall possess the powers and may perform the duties of the Chairman in his absence or disability. He shall do and perform such other duties as may from time to time be assigned to him by the General Council or Executive Council or by the Chairman. When WMC has more than one Vice Chairman, one Vice Chairman shall be in-charge of International Forums and one shall be in-charge of Regional Executive Council.
When the WMC has more than one Vice Chairman, Vice Chairman in-charge of Regional Executive Council shall act as Chairman in the absence or disability of the elected Chairman.
·
One Vice Chairman shall be a woman.
Section IV. Powers and Duties of the President
The President shall be the Chief Executive Officer (CEO) and shall preside over the Cabinet. The President shall be responsible for the execution of the decisions, resolutions, plans and projects. The President shall be responsible to implement the directives of the Executive Council. The President shall preside over the Biennial General Council Meeting and report on the status of the council.
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Section V. Vice Presidents
Clause i:
Vice President Administration
The Vice President Administration shall possess the powers and may perform the duties of the President in his absence or disability. He shall do and perform such other duties as may from time to time be assigned to him by the Executive Council. CAO and Managing Directors shall report to the Vice President Administration.
Clause ii: Vice President Organizational Development
The Vice President Organizational Development shall possess the powers and may perform the duties of the Vice President Administration in his absence or disability. He shall be fully responsible for development activities of the World Malayalee Council, Inc.
Section VI.
General Secretary (Global) or Secretary (Regional & Provincial)
The General Secretary/Secretary shall keep all the records and books. The General Secretary/Secretary shall record and maintain the Minutes of the General Council, Executive Council and the cabinet, be responsible to send timely notices of meetings and the agenda for all meetings. The General Secretary/Secretary under direction shall be responsible for transmitting all the official correspondences to the members as well as outside organizations, agencies, corporations etc.
Section VII. Treasurer
The Treasurer shall have custody of all funds and securities of WMC which may come into his hands: when necessary or proper, he shall endorse on behalf of the WMC for collection cheques, notes and other obligations and shall deposit the same to the credit of the corporation in such bank or banks or depository institutions or financial intermediaries as the Executive Council may designate; he shall sign all receipts and vouchers for payments made to the WMC; whenever required by the Executive Council, he shall render a statement of his cash account; he shall enter regularly in the books of WMC, to be kept by him for that purpose, full and accurate accounts of all monies received and paid by him on account of WMC; he shall at all times exhibit his books and accounts at the office of the WMC during business hours; and he shall perform all acts incident to the position of Treasurer, subject to the control of the Executive Council. He shall be responsible for implementation of Article XV, Section II and Article XXI, Section II.
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Section VIII. Associate Secretary/Joint Secretary
The Associate Secretary/Joint Secretary shall have the powers and duties of the General Secretary/ Secretary in his/her absence or disability or when such functions as assigned by the Cabinet/Executive Council
Section IX. Other Officers
Other Officers, if so elected by the Executive
Council, shall have the powers and duties assigned to them by a resolution of
the Executive Council
Section X. Term of office
A. The term of office shall be
two years from the day of the election or until the next biennial General
Council Meeting.
B. The term shall be extended
if there is a delay in the biennial election until such time the election is
conducted.
C. No officer shall be elected
to the same office for more than two terms (four years)
Section XI. Appointed Officers
Clause i)
Chief Administrative Officer (CAO)
The Chief
Administrative Officer (CAO) is an appointed position. WMC Executive Council
shall appoint the CAO for a term of two years and extendible to a maximum of
four years. Further extension shall not be permitted. The Executive Council will determine the
duties and responsibilities of this position.
The CAO shall report to the Vice President Administration.
Clause ii) Remuneration
The CAO shall be
paid as the Executive Council determines. Guidelines shall include a direct
relationship to the amount of funds the CAO generates/raises for WMC.
Clause iii) All other Appointed
Officers
The
Executive Council shall determine from time to time the need for appointed
positions, their remuneration, their responsibilities
will be laid down by the Executive Council.
All appointed officers shall report to the CAO.
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ARTICLE IX. Nominations and Elections
Clause (i) Selection of NEC Members
A.
Nomination and Election Commission shall consist of seven members, one
representative from each of the six regions and a Chief NEC.
B.
Each Regional Executive Council shall nominate a member. The Global
General Council shall ratify the election of six regional nominees for the NEC
in its meeting during the biennial conference.
C.
The Global Executive Council shall nominate the Chief NEC, which shall
be ratified by the Global General Council during the biennial conference.
D.
The members of the NEC shall be dues paying active members of WMC.
E.
The members are elected for a two-year term until the next Biennial Global
Conference.
Clause (ii) Duties and Responsibilities
A.
The NEC shall be responsible to conduct the Global, Regional and
Provincial elections. The Chief NEC shall preside over the global elections.
The NEC member representing each region shall preside over the Regional
Election. The Regional NEC if unable to attend in person, shall in consultation
with the Regional Cabinet appoint agents to conduct Provincial elections..
B.