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AASA: By-Laws


ANDHRAPRADESH ASSOCIATION OF SOUTH AFRICA (AASA).

Article I

NAME

The name of the corporation is ANDHRAPRADESH ASSOCIATION OF SOUTH AFRICA, hereafter referred to as AASA.

Article II

OBJECTIVES

Section 1. Objectives. The objectives of AASA shall include:

  1. To preserve, maintain, and perpetuate the culturalheritage of the people of Andhra origin in South Africa.
  2. To assist and propagate cultural, educational, social, economic, and community affairs of the people of Andhra origin in South Africa.
  3. To organize periodic Telugu literary, cultural, and educational conferences throughout the South African continent to promote theobjectives of AASA.

Article III

RULES AND REGULATIONS

Section 1. Binding Effect. The following rules and regulations shall conclusively bind AASA and all persons acting for or on behalf of it.

  1. No part of the net earnings of AASA shall inure to thebenefit of, or be distributed to its members, trustees, Directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payment and distributions in furtherance of the objectives set forth herein.
  2. No substantial part of the activities of AASA shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign including the publication or distribution of statements on behalf ofany candidate for public office.

Article IV

MEMBERSHIP

Section 1. Classes of Membership. There shall be three (3) classes of membership in AASA:

  1. Life/Permanent Member
  2. AASA Regular Member
  3. Foundation Donor Member

Section 2. Eligibility. Any person or family of Andhra origin or the lineal descendants of such person or family from Andhra Pradesh, residing in South Africa, shall be eligible to be a member of AASA provided  that such person: (a) is over 18 years of age, (b) subscribes to the objectives of AASA; (c) abides by the By-laws of AASA; (d) pays the prescribed dues, fees, and assessments prescribed from time to time by the Executive Committee and approved by the Board of Directors. AASA reserves the right to verify the information provided and the qualifications for membership of any applicant.

Section 3. Spousal Membership. For the purpose of membership, the spouse of a member shall also be deemed to be a member in the same class of membership. Each member shall promptly notify the AASA Secretary of any change in marital status.

Section 4. Contact Information. It shall be the responsibility of each AASA member to keep on file with the Secretary such member’s current valid regular mailing address, telephone number, and electronic mail address to which all notices and other communications of AASA. AASA reserves the right to remove any electronic or regular mail address or telephone number which is no longer current from AASA’s files. AASA also reserves the right to stop mailing to such member.

Section 5. Validity of Notice. Notice posted at the AASA website or sent either to   a member’s regular mailing address, or to such member’s electronic mail address on file with the Secretary shall be deemed to be good and sufficient notice for all purposes under these By-laws.

Section 6. Privileges. The privileges of each membership category shall be as stated herein:

  1. Life Members. Life Members shall be entitled for life to the rights and privileges only:
  1. to vote in AASA elections once they become qualified member.
  2. to serve on committees,
  3. to stand for position in AASA elections,
  4. to enjoy the special honorific title of “Life Member”, and
  5. to receive any and all discounts offered only to Life Members. 

2. AASA DonorMembers. Any personeligible for membership in AASA, that donates to AASA (other than to AASAFoundation), in any one calendar year of R20,000, shall be classified as a AASADonor Member. Any person who is a Donor member on the date of adoption of theseby-laws will remain  a Donor Member. Donormembers shall be entitled for life to all of the rights and privileges of aLife Member plus the right to:

  1. enjoy the special honorific title of “Donor Member”,
  2. receive any and alldiscounts offered only to Donor Members of AASA,
  3. To be elected a Member of Board of Directors, subject to eligibility criteria specified in Article XIV, Section 8, and
  4. to vote for Members of Board of Directors, after theprescribed waiting period specified in Article XIV, Section 8.

3. AASA RegularMembers. Any person eligible for membership in AASA, who meets thespecific requirements of AASA shall be classified as a AASA Regular Member andshall be entitled for Two years to all of the rights and privileges of a RegularMember

Section 7. Dues, Fees, and Assessments.

  1. Obligation to Pay. All members shall pay the dues, fees, and assessments established  for their class  of membership by the Executive Committee as they may be amended from time to time, and approved by the Board of Directors. The Executive Committee will publish the current schedule of dues, fees and assessments on AASA’S web site at www.AASA.org.za which shall be deemed as notification to all of the members.
  • Dues Non-Refundable. No membership dues are refundable for any class of membership.

Section 8: Membership Verification Committee.

  1. Composition. There shall be a Membership Verification Committee comprised of the President and the Chairpersons of the Board of Directors.

b)     Verification Procedure.

  1. No later than the last day of each calendar month, theTreasurer shall forward copies of all membership applications and paymentsreceived within the preceding calendar month to the Membership VerificationCommittee .
  2. The MVC shall review eachapplication to determine
  3. whether theapplicant has provided sufficient information in their application to enablethe Membership Verification Committee to make a determination that theapplicant is eligible for membership in accordance  with the Articles mentioned in By-laws; and
  4. whether the proper membershipfee has been paid.

Section 9: Revocation.

  1. Substantial Violation. Membershipof any member may be revoked forsubstantial violation of the Articles of Incorporation or By-laws of AASA.Without limiting the generality of the foregoing, it shall  be a violation of the By-laws of AASA for anymember to knowingly or intentionally engage in conduct which is intended tocompete with or cause harm to AASA or which, in the opinion of the ExecutiveCommittee in its sole discretion, is likely to substantially injure thereputation of AASA. Any member of the Board of Directors may submit a petitionoutlining the charges to the Chairperson of the AASA Board of Directors by electronicmail addressed to chairman@AASA.org.za. TheBoard of Directors shall investigate the charges and if, in the opinion of amajority of the Board of Directors, there is probable cause to believe that abasis for revocation of membership may exist, the Board of Directors shallplace the petition for removal on the agenda for hearing at a committee meetingspecially called for such purpose and shall provide the affected member withwritten and electronic notice of the petition and the hearing date so that suchmember may have an opportunity to be heard in opposition to the petition. If noquorum is present, the hearing on the petition shall be continued to the nextregular meeting of the Board of Directors or a special meeting called for suchpurpose at which a quorum is present and voting. The Secretary of the Board ofDirectors shall notify the affected member of the date, time and place of thecontinued hearing. After the hearing at which a quorum is present, the Board ofDirectors shall decide by two-thirds affirmative vote of those present andvoting whether to revoke the membership under question. The President shallnotify the affected member of the action of the Board of Directors bothelectronically. The decision of the Board of Directors shall be final and binding.
  2. CrimesInvolving Moral Turpitude. Conviction of a member for anycriminal offense involving moral turpitude shall constitute reason forautomatic revocation of membership. The President shall notify the affectedmember of the revocation both electronically and in writing.

Article V   

Organization

Section 1. Component Bodies of AASA. AASA shall be comprised of the Board of Directors, Executive Committee (“EC”), Conveners and General Body. The composition, objectives and operation of each is more particularly described below.

Article VI 

GENERAL BODY

Section 1: Composition. The General Body shall consist of all AASA Life/Permanent members including Donor members.

Section 2: Members, Duties and Functions.

  1. Unless otherwise expressly provided in these By-laws, the General Body of AASA shall elect the Executive Committee and directors of AASA.

Section 3: Meetings.

a)      Regular Meetings.

  1. Frequency: A meeting of the General Bodyshall be held during 1st week of December every year.
  2. Teleconference: General Body meetings mayonly be conducted in person.
  3. Notice: If a meeting of the General Bodyis to be held, the Secretary shall give notice to all members of the date, timeand place of such General Body meeting to no later than fifteen (15) daysbefore such meeting is to be held.
    1. No BindingAction. The purpose of the General Body meeting is to provide aforum in which the Executive committee have an opportunity to discuss theaffairs of AASA with AASA members and to receive feedback from the General Bodyconcerning same. As such, the General Body shall not be authorized to take anyaction binding on AASA at the meeting.
  4. No Minutes. The Secretary shall not berequired to keep or post any minutes of the General Body meetings.
  5. Quorum. Where no bindingaction may be taken by the General Body, no quorum is required.

b)     Special Meetings.

No Special Meetings.    Special or extraordinary meetings of the General  Body are expressly prohibited    by these By-laws. Neither the President nor any other officer, director or member of AASA, acting alone   or in conjunction with other officers, directors or members of AASA, may call for any special or extraordinary meetings of the General Body.

Section 4. Objectives. The General Body shall work to promote the objectives of AASA.

Article VII

BOARD OF DIRECTORS

Section 1. Composition. The Board of Directors shall consist of five (5) members – four (4) Directors directly elected by all eligible voters of AASA and one (1) Chairman.

Section 2. Term of Office. The term of office for all the directors and chairman will be 1 year from the day of appointment.

Section 3. Members, Duties and Functions.

  1. Chairman: Life Members shall elect one of its Life Member as Chairman for a term of one (1) year. To be eligible to be the Chairperson, member should have at least one year of prior history of serving AASA in the Executive Committee. The Chairman shall preside over the meetings of the Board of Directors and implement the decisions of the Board of Directors. The BOD Chair can act only with the explicit authorization of the Board of Directors, except when otherwise provided in the by-laws. The BOD Chair shall be a member of the AASA Executive Committee.

Article VIII

EXECUTIVE COMMITTEE

Section 1. Composition. Executive Committee shall consist of President, Secretary General, Treasurer, Five (5) Vice-Presidents and Three (3) coordinators directly elected by all eligible voters of AASA.

Section 2. Term of Office. The term of office for all the directors and chairman will be 1 year from the day of appointment.

Section 3. Members, Duties and Functions.

  1. Generally. The Executive Committee shall provide leadership and execute the policies as approved by the Board of Directors. It shall set the amount of dues, fees, and assessments. Except as otherwise directed by the Board of Directors, the President, with the advice and consent of the Executive Committee, shall have the authority to act for or on behalf of AASA. The term of each member shall be two years from the date of appointment or until next elections.
  2. President. The President shall be the Chief Executive Officer of AASA and shall perform all duties incident to the office of the President and such other duties as may be delegated by the Executive Committee, Board of Directors, and General Body. The President shall preside at all meetings of the Executive Committee and General Body. The President shall make such appointments as are required or authorized by the Articles of Incorporation, By-laws, Executive Committee, and General Body. The President, with the advice and consent of the Executive Committee, shall appoint:
  3. Conveners
  4. each of the Special Committees for the maintenance and advancement ofthe AASA

The President, with the advice and consent of the Executive Committee, may appoint such special and ad hoc committee as may be necessary to further the objectives of AASA.

c)      Secretary.

  1. Custody and Maintenance of Corporate Records. TheSecretary shall be the public liaison and custodian of the Seal, Articles ofIncorporation, and By-laws including all amendments. The Secretary shall beresponsible for the maintenance of all the minutes of all the meetings,progress reports, records, documents, registers, and all officialcorrespondence of and to the corporation, including AASA Patrika, and thereports of Committee Chairpersons. The Secretary shall prepare agendas inconsultation with the President and send notification of meetings as requiredby the Articles of Incorporation and By-laws. The Secretary shall keep a record ofattendance of the members at the meetings.
  2. Maintain Membership Rolls. TheSecretary shall maintain an updated list of all members, delegates, andalternate delegates. The Secretary shall notify Committee Chairpersons and Committee Members of their appointment and their assigned duties. The Secretary shall be responsible to ensure that all books, reports, certificates,documents, and records are kept and filed as required by law. The Secretary shall perform such other duties and exercise such other powers as may beassigned by the Executive Committee.  The Secretary shall be the sole officer of AASA authorized to issue any communications on behalf of AASA to AASA members or to the public at large. All contracts signed by  the Presidentshall  be attested by the Secretary,  unless the Board of Directors directsotherwise.

d)     Treasurer.

  1. Sole Fiscal Officer of AASA. The Treasurer shall be the sole fiscal officer of AASA and the only person authorized to have custody of the general funds of AASA. For the purposes of this section, “general funds” shall mean all of the monetary assets of AASA other than funds transferred by AASA to the Board of Directors or to the Executive Members directly by others. The Treasurer of the Board of Directors shall have custody of those monetary assets which are to be administered by the Executive Committee.
  2. Expenditures. Any check, note, draft, or demandfor money drawn against AASA general funds shall be signed by the Treasurer andthe President, unless the Executive Committee or the Board of Directors directsotherwise. The Treasurer shall be responsible for issuing notice of andcollection of all dues, fees, and assessments, and shall deposit the same insuch banks or other depository institutions as the Executive Committee maydesignate.
  3. Quarterly and Annual Financial Reports. TheTreasurer shall submit quarterly and Annual financial reports to the Board ofDirectors / Executive Committee within thirty (30) days of the end of thequarter. The Executive Committee, with cause, can extend the deadline by a maximum of another 45 days.
  4. Other Duties. The Treasurer shall perform suchother duties and exercise such other powers as permitted by law and as may beassigned by the Executive Committee or Board of Directors. The Treasurer shallcause tax returns to be prepared and filed with SARS for each tax year duringwhich the Treasurer is in office.
  5. Membership Applications and Dues. TheTreasurer shall be responsible for receiving all applications for membership inAASA and depositing all funds received with such applications into the generalfunds of AASA.
  6. Vice-President Finance. The Vice-PresidentFinance shall, under the supervision of the Treasurer, keep track of all transactionsand receipts promptly. The Vice-President Finance shall assist the Treasurer inprocessing membership applications and dues, in book-keeping, and in preparingfor filing tax-returns. The Vice-President Finance shall assist the Treasureras needed and as directed by the Executive Committee. If the Treasurer istemporarily unable by reason of disability or other absence to fulfill his orher duties as Treasurer, the Vice-President Finance shall carry out the dutiesof Treasurer until the Treasurer is able to resume the Treasurer’s duties.
  7. Vice-President Events&Cultural:  The Events Vice-President, underthe direction of the President and Executive Committee, will facilitate thevenue and all other inventory required for conducting an event and willfacilitate and coordinate activities preserving, promoting and propagatingTelugu culture and fostering and promoting creative activities among SouthAfrican Telugus.
  8. Vice-President Food: The Food Vice-President,under the direction of the President and Executive Committee, will facilitatefood at the events organized by AASA.
  9. Vice-President PR & Media: The PR& Media vice-president, under the direction of the President and ExecutiveCommittee, will be responsible for promoting AASA activities in variousplatforms.
  10. Coordinators: The Coordinators, under thedirection of the President and Executive Committee, will facilitate andcoordinate such activities that address the role of the coordinator.

Section 5. Meetings.

a)      Regular Meetings.

  1. Frequency. Regular meetings of the Board ofDirectors  shall be held at least fourtimes a year.
  2. Teleconference. Board of Directors/ExecutiveCommittee meetings may be conducted in person or by teleconference providedthat all of the participants can hear each other at the same time.
  3. Call andNotice. Regular meetings shall be called by the President.  For all in-person meetings, the General Secretary shall send notice to allmembers of the Board of Directors and Executive Committee no later than oneweek before the date of the meeting. The Secretary shall notify all of themembers  of the Board of Directors and ExecutiveCommittee of such meeting by a) electronic mail addressed to such member at theelectronic mail address on file with the Secretary for such member or b) in whatsappgroup. It shall be the duty of each memberto keep a current regularand electronic mail addresson file with the Secretary.
  4. Agenda. The Secretary, in consultationwith the President where practicable, shall prepare the agenda. 
  5. Minutes. The Secretary shall send theminutes of the meeting to all Board of Directors members and ExecutiveCommittee within two weeks of the conclusion of the meeting. The Secretaryshall email the minutes of the meetings.

b)     Special Meetings.

  1. Call and Notice. The Chairman/President maycall or, upon the written request of at least 50% of the Executive Committee,the Secretary shall call a special meeting. The Chairman/President or membersrequesting such special meeting shall specify, along with the call or requestfor such meeting, the purpose for which such special meeting is to be called.Such special meeting shall be held no later than four (4) days after either (a)the date upon which the Chairman/President calls for such special meeting or(b) the date by which the Secretary has received all of the required writtenrequests from at least 50% of the Executive Committee members requesting suchspecial meeting. The Secretary shall notify all of the members of the ExecutiveCommittee of such special meeting not less than twenty-four (24) hours beforethe date and time set for the special meeting by electronic mail addressed tosuch member at the electronic mail address on file with the Secretary for such member.It shall be the duty of the member to keep a current email address on file withthe Secretary.
  2. Teleconference. The Executive Committee may holda special meeting in person or by teleconference provided that all ofthe participants can hear each other at the same time.
  3. Agenda. The Secretary shall prepare theagenda. The business items on the agenda shall consist of the purposesidentified by the Chairman/President in the call for the special meeting or bythe Executive Committee members in their call for such special meeting. No newbusiness may be added to the agenda of a special meeting without theaffirmative vote of at least two-thirds (2/3) of the members of the ExecutiveCommittee present and voting at the special meeting.
  4. Minutes. The Secretary shall send theminutes of the special meeting to all Board of Directors members and Executive Committee members within two (2) days ofthe conclusion of the meeting.
  5. Quorum. Thequorum shall consist of two thirds of the Executive Committee.
  6. Electronic Mail. For the purposes of this Article, wherever any notice,request or  other communication isrequired to be “in writing” or “written”, the use of electronic mail shall bedeemed to satisfy such requirement.

Section 6. Objectives.

The Executive Committee shall work  to promote  the  objectives of AASA. The  Executive Committee shall be responsible for long-range planning, development and management of policies, fiscal stability, appointment and removal of officers, and compliance with by-laws of AASA. It shall not interfere with the regular operations of AASA which shall remain as provided for in the Articles of  Incorporation and By-laws. The Executive Committee shall investigate complaints of non-compliance with by-laws and fiscal or election procedures. In case of crisis or dispute, or at the request of the Board of Directors, it shall, as a mediator, resolve the crisis or dispute and its decision shall be final and binding.

Section 7. Removal of members in Executive Committee.

  1. Business Judgment Rule. If the Executive Committee in its judgment finds that the best interests of the corporation will be served, it may remove any member or director of the corporation. If, in the opinion of a majority of the Executive Committee members, there is probable cause to believe that a basis for removal from office of any member or director of AASA may exist, the Executive Committee shall place a resolution for removal on the agenda for hearing at a meeting specially called for such purpose and shall provide the affected officer, agent or director with written or electronic notice of the hearing so that such member of Executive Committee or director may have an opportunity to be heard in opposition to the resolution. If no quorum is present, the hearing on the resolution shall be continued to the next regular meeting or a special meeting called for such purpose at which a quorum is present and voting.
  • Failure to Fulfill the Responsibilities: The failure a member in Executive Committee or director of the corporation to meet their responsibilities defined in these by-laws in the prescribed time period shall be considered a probable cause for removal from their position. Any complaints of such failure should be reported to the Chairman/President, who will call for a meeting to hear the complaint.
  • Conviction for Crime Involving Moral Turpitude. Notwithstanding the provisions  of  sub-paragraph (a), if any member of Executive Committee of AASA is convicted of a crime involving moral turpitude, such member or director shall be subject to removal upon such conviction. If such conviction is overturned on appeal, member  or director may apply for reinstatement. The determination as to whether such member or director of AASA is to be reinstated shall be in the sole discretion of the Executive Committee.

Section 8. Vacancies. The Executive Committee shall fill the vacancies occurring in the Executive committee.

  1. President. If the position of Presidentbecomes vacant, the Executive Committee members, by a majority vote at anyregular or special meeting of the Board called for that purpose at which aquorum is present, shall fill such vacancy within thirty (30) days. Until thevacancy is filled, Chairman shall carry out the duties and responsibilities ofthe President and shall be referred to as Acting President.
  2. All Other Positions. If avacancy occurs in any position on the Executive Committee, other thanPresident, then Executive Committee, by a majority vote at any regular orspecial meeting called for that purpose at which a quorum is present, shallfill such vacancy within sixty (60) days with an eligible Life Member in goodstanding as defined.

Section 9. Resignations: Resignation by a member of the Executive Committee or Board of Directors, is to be submitted to the Chairman of the Organization. If the resignation is submitted to other members of these bodies, it should be promptly forwarded to the Chairman. The Chairman shall accept the resignation within seven (7) days of receipt and inform the Board of Directors and Executive Committee promptly of such acceptance and the resulting vacancy.

Section 10. Objectives. The Executive Committee shall work to promote the objectives of AASA. The Executive Committee is responsible for all general operations of AASA, sound fiscal management of the General Operation Funds, and to set goals and objectives consistent with the by-laws, policies and long- range plans.

Article IX

MEETINGS

  1. Proxies.   No proxies or substitutes are allowed at AASA meetings
  • Failure to Attend Meetings. It is the responsibility of all Directors, Executive Committee members to attend all the duly called for meetings of the body which they are a member of. Any Director, Executive Committee Member, failing to attend a meeting shall provide with an explanation for the absence which is satisfactory to the Board.

Article X

AASA FUNDS

Section 1. General Operations Fund. The AASA Treasurer shall maintain a General Operations Fund.

  1. Use of Funds. Unless the Board of Directors otherwise directs, the General Operations Fund may be expended for administrative purposes to cover all of the day-to-day operating expenses of the corporation under the direction and control of the AASA Executive Committee.

Article XI

AASA NOMINATIONS AND ELECTIONS

Section 1. Definitions. For the purposes of this Article XIV:

  1. “Installed” shall meanformally taking office;
  2. “Installation Date” shall mean the date upon which themost recently installed Board of Directors of AASA, Executive Committee were installed;
  3. Deadline for Completion of Process. Under no circumstancesshall any portion of the nominations and election processor any appeals there from extend beyond 25thof October of the Election Year.

Section 2. Resolution of Disputes. Any dispute regarding the nomination and election process shall be referred to, and decided by, the Board of Directors, whose decision shall be final. The Board of Directors shall have the power to make any adjustments.

Section 3. Eligibility to Participate in Elections.

  1. Only Life Members (including AASA Donor Members andFoundation Donor Members) in good standing (defined in Section 1.e. above)shall be eligible to nominate or second any nomination, or to vote in AASA elections.
  2. Conveners, one (1) year1 after becoming conveners,shall be eligible to be nominated (subject to e below) for the positions inExecutive Committee (other than President and Executive Vice-President) by becominglife time member.
  3. To be eligible to be nominated for the positions ofPresident, Vice-President, Secretary and Treasurer of Executive Committee,there is a requirement of history of demonstrable service to AASA by:
  4. serving as a current or past member of AASA ExecutiveCommittee or as a convener,

Persons Ineligible for Appointment to Executive Committee or Board of Directors.

The following persons shall be ineligible to serve on the Committee:

  1. Any person who is not a life/Permanent member,
  2. Any Person whose family member is already holding a position in AASA BOD or Executive Committee,
  3. Any person is holding a position in any other similar community based organization, or any person whose family member is holding a position in anyother similar community based organization.
  4. Any person who is working against AASA.

Section 4. Nomination Process.

  1. Eligibility. Only Life Members (including AASA Donor Members and Foundation Donor Members) in good standing may nominate or second a candidate for a position. Same person cannot nominate or second more than one candidate for the same position.
  • Second Required. Each nomination shall be seconded by two other Life Members  in good standing. Same person cannot nominate or second more than one candidate for the same position.
  • One position Only. A candidate shall not be eligible to run for more than one position in any election

Article XII

GRIEVANCE RESOLUTION AND ARBITRATION

Section 1. Grievance Resolution:

  1. Any applicant, member, director, officer, or officeholder may write to the Executive Committee for resolution of any grievances or disputes other than those relating to organizational elections. If the person filing for the resolution of the dispute is not satisfied by the action of the Executive Committee, then that person may write to the Board of Directors. The Board of Directors would then investigate the matter and issue a written decision.