The name of this corporation shall be:
Human Rights Congress for Bangladesh Minorities (HRCBM)
ARTICLE II. NOT-FOR-PROFIT CORPORATION.
The corporation is a corporation is registered as the “Non-profit Public
Benefit” corporation under the Law of the State of California, USA.
ARTICLE III. PURPOSES.
1. The purposes of the corporation as formed are:
- This corporation is
a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the
private gain of any person. It is organized under the Nonprofit Public
Benefit Corporation Law for public purposes.
The specific purpose of this corporation
is the worldwide campaigning movement to promote human rights in
Bangladesh and stop human rights abuses, brutality, oppression,
xenophobia, racial discrimination and religious intolerance against
minorities in Bangladesh.
The Corporation is also a public charity
and thus intend to provide the rehabilitation and other required
humanitarian assistance to the Destitute minorities in Bangladesh.
The Organization provides financial and
legal assistance to the organization that provides long term Humanitarian
services to helpless minorities in Bangladesh which includes but are not
limited to “Orphanage”, “Indigenous People’s legitimate Associations”,
“Religious organizations directly involved in the Humanitarian services
for the well being of minorities in Bangladesh” and to those who provide
shelter and assistance to rape victims of minority origin in Bangladesh.
Addition: Certificate of
Amendments recently filed in California.
The organization was
initially founded in California and currently has become a global
- This corporation
organized and operated exclusively for PUBLIC BENEFIT purposes within the
meaning of Section 501 (c) (3), Internal Revenue Code.
- No Substantial part
of the activities of this corporation shall consist of carrying on
propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate or intervene in any campaign (including
the publishing or distribution of statement on behalf of any candidate for
The property of this
corporation is irrevocably dedicated to PUBLIC BENEFIT purposes and no part
of the net income or assets of this corporation shall ever inure to the
benefit of any director, officer or member thereof or to the benefit of any
private person. Upon the dissolution or winding up of the corporation, its
assets remaining after payment, or provision for payment, of all debts and
liabilities of this corporation shall be distributed to a nonprofit fund,
foundation or corporation which is organized and operated exclusively for
PUBLIC BENEFIT purposes and which has establish its tax exempt status under
section 501 (c) (3), Internal Revenue code.
It is to be noted that a “Certificate of Amendment” is filled and approved
by state of California. Please refer to it for further details about the
organization activities as a charitable organization.
HRCBM’s operation and management are
divided into three distinct categories and they are as follows:
- General Assembly (GA)
Please refer to above description.
- Economic and Social Council (ESC)
The ECS of HRCBM includes a group of HRCBM affiliated non-political
public and social service organization dedicated to the well being of
Bangladesh minorities, some of whom may already be in service for years.
HRCBM will help to strengthen the existence of the aforementioned
affiliated organizations so that the said can serve the mankind herein
“Bangladesh Minorities” without any interruption of the given services.
The ESC committee will select such public service organizations with due
scrutiny and pass the recommended organizations for the approval by HRCBM
General Assembly. The ESC committee will include individuals who have
proven track record for their service to mankind herein Bangladesh
minorities for a period of time in which their service have earned utmost
respect by the committees of GA, ESC and LC combined. The services of ECS
committee along with its member organizations comprises the following
- Social Reform: The ESC committee will work
with all affiliate organizations to help “Bangladesh Minorities” both in
home and abroad to socially unite and provide other assistance whenever
applicable within the norm of “ESC GENERAL PROTOCOL”.
- Humanitarian program: The Humanitarian
programs include financial, medical, shelter and educational supports to
the needy “Bangladesh Minorities” both home and abroad. The services
includes Refugee Rehabilitation Center, Family Sponsorship, Educational
Scholarship for the poor and meritorious students, Medical, Shelter and
all other required assistance to the destitute people and other social
assistance that may be confined within the norm of “Social Reform” but
required immediate assistance.
Note: Please refer to
“GENERAL PROTOCOL REVIEW OF ESC” for further clarification of ESC services.
- Local Chapter (LC): Please refer to above
description given above.
The period during which this corporation is to continue as a corporation
ARTICLE VII. ADDRESS.
The Post Office address of its principle office is:
Human Rights Congress for Bangladesh Minorities (HRCBM)
P.O. Box 5493
Santa Clara, CA 95056-5493, USA
ARTICLE VIII. MEMBERSHIP.
HRCBM does not impose a membership fees to its
member. It expect that the member will contribute for the operation of HRCBM
generously with an minimum contribution of $10.00. Such minimum contribution
can be considered as annual dues for membership in the organization. Since
members of the organizations are diverse and from different parts of the
world. It cannot be possible to impose a strict rule of annual dues rather
than contribution or annual dues rule should be flexible. And henceforth,
Membership fees are not imposed and a volunteer can able to contribute to
the organization without paying a single dollar while offering his/her
service to mankind. In this context, the said member is exempt from any
Membership shall be open to all persons with a
professional interest in Human Rights and service for mankind that is
applicable herein to “Bangladesh Minorities”.
Each member shall be entitled to one vote whether
such member be individual, association or otherwise.
A member may not transfer a membership or right
arising from it.
A member may resign at any time. The organization is
a congregation of volunteers those are spontaneous in their willingness to
help the mankind, which in this case only applies to Bangladesh Minorities.
The corporation thus does not enforce strict rule for the departing member
except that member must submit a letter of resignation showing the cause for
his/her denial to service the “Bangladesh Minorities” and laws of HRCBM that
are enshrined in the “Bylaw” of the Entity. Any member who is considered as
HRCBM’s “Charter Member” must be pre approved by the General Assembly of
HRCBM before his denial of service and must submit all appropriate papers
showing the reason not to continue his service, which agreed upon earlier.
Also, such member must disclose all information related to his work as being
the “Charter Member” and must cooperate with the General Assembly to justify
Charter members are those individuals who are
approved by the HRCBM General Assembly after a due meeting. They will have
voting privileges at such meeting and also capable of setting up a local
SUSPENSION, EXPULSION OF MEMBERSHIP. (This does not
apply to termination due to nonpayment of dues.)
A member may not be expelled or suspended except
pursuant to a procedure that is fair and reasonable and carried out in good
A procedure is fair and reasonable when it is taking
into consideration all of the relevant facts and circumstances. In addition,
a procedure is fair and reasonable if it provides:
Not less than 15 days prior notice of the expulsion,
suspension, and the reason for it; and
An opportunity for the member to be heard, orally or
in writing, not less than 5 days before the effective date of the expulsion
or suspension by a person authorized to decide that the proposed expulsion
or suspension not take place.
A challenge of an expulsion or suspension, including
a proceeding in which defective notice is alleged, must begin within one
year after the effective date of the expulsion or suspension.
The expulsion or suspension of a member does not
relieve the member from obligations he/she may have to the corporation for
moneys owed for dues, fees, etc.
ARTICLE IX. BOARD OF DIRECTORS.
The affairs of this corporation shall be under the
control of a Board of Directors consisting of at least six and not to exceed
16 persons, all of whom will be volunteers and non paid personnel of this
corporation, nor of any organization receiving financial support from this
Members shall elect the directors for 4 year terms,
after which they may be rotated off by unanimous vote of the remaining board
members if they are deemed no longer active in the field. Otherwise, they
may serve indefinitely on the board.
Members of the Board of Directors shall be
representative of the international and professional constitution of the
The duties of the Board of Directors shall be to
establish the general policies of the corporation and to manage the business
and affairs of the corporation.
Meetings of the members and directors of the
corporation may be held within or without this state. The directors may
designate any place or places where the members' or directors' meetings may
The board of Directors will be automatically part of
GA (General Assembly).
ARTICLE X. MEETINGS OF THE BOARD.
Meetings of the Board of Directors of this
corporation shall be held once per year and additional meetings may be held
on the call of the president or, if he/she is absent or unable to attend, by
any officer, or by any 3 of the directors.
Notice of any meetings of the directors, regular or
special stating the time, date and place it is to be held shall be served
personally or by mail, upon each director not less than 2 weeks before the
meeting. The notice of any special meeting shall state the purpose or
purposes of the proposed meeting. Business transacted at all special
meetings shall be confined to the subjects stated in the call and related
The presence in person of not less than four
directors is requisite to hold a meeting and shall constitute a quorum for
official action by the directors of this corporation.
Members of the Board of Directors or any committee
designated by the board may participate in a meeting by means of a telephone
conference or similar method of communication by which all persons
participating in the meeting can hear each other. Participating in a meeting
pursuant to this subsection constitutes presence in person at the meeting.
ARTICLE XI. OFFICERS
The charter officers of this corporation shall be
elected by the Board of Directors, while subsequent officers will be
nominated and elected by the general membership. Officers will consist of a
president, vice president, and secretary/treasurer. All officers shall hold
office for 2 years or until their successors are elected and qualify.
The president, or in his/her absence, the vice
president, shall preside at all meetings of members and of the Board of
Directors and shall perform the duties usually devolving upon a presiding
The secretary/treasurer shall attend all meetings of
the Board of Directors and all annual and special meetings of members and
shall act as clerk of each meeting, recording all votes and the minutes of
all proceedings and shall perform like duties for any committee of members
if so required by resolution at any annual or special meeting of members.
The secretary shall give notice of all meetings of members, shall give
notice of meetings of committees and of all Board of Director meetings. The
secretary shall have custody of the original copy of the bylaws and all
amendments thereof. As treasurer, he/she shall have custody of all the funds
and securities of the corporation and shall keep full accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all money and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors. The treasurer shall disburse the funds of the corporation as may
be ordered by the Board of Directors at the regular meetings of the board,
or whenever they may require it, an account of all transactions and all
financial holdings of the corporation.
One board member will be designated "Slate-Holder" by
other board members and will organize elections and count ballots.
Nominations will be solicited from the general membership for membership to
the Board of Directors and officers. Nominations must have the prior
approval of the nominee.
Officers must first be members of the Board of
Directors. Amended 9/200.
ARTICLE XII. MEETINGS, NOTICES, QUORUM.
The annual meeting of the members of this corporation
shall be held in October or November at such place and on such day and hour
as the board of directors determine.
Special meetings of the members for any purpose or
purposes may be called pursuant to a resolution of the Board of Directors,
and shall be called by president or secretary at the request in writing of
one-third of the directors, or at the written request of one third of the
members. Such request shall in any case state the purpose or purposes of the
proposed meeting. Business transacted at all special meetings shall be
confined to the subjects stated in the call and matters germane thereto.
Notice of any meeting of the members, annual or
special, stating the time, date and place where it is to be held shall be
served personally or by mail to each member entitled to vote at such
meetings, not less than 14 days before the meeting, and if mailed shall be
directed to each member entitled to notice at his/her address as it appears
on the records of this corporation, unless he shall have filed with the
secretary of this corporation a written request that notices intended for
him be mailed to some other address, in which case it shall be mailed to the
address designated in such request.
The presence in person or by proxy of not less than a
majority of members entitled to vote is requisite and shall constitute a
quorum at all meetings of members for the election of directors or for the
transaction of other business except as otherwise provide by law or by these
bylaws. If such number of members shall not be so present in person, those
present shall have power to adjourn the meeting from time to time, without
notice other than announcement of the meeting until a quorum shall be
present or by proxy, at which time any business may be transacted which
might have been transacted at the meeting as originally notified.
Any action by a majority of members where a quorum id
present shall be the action of the membership of this corporation.
Any action which may be taken by the vote of members
at a meeting may be taken without a meeting if authorized by the written
consent of members holding at least a majority of the voting power.
Members proxies. At any meeting of the members, any
member may designate another person to act as a proxy. The person acting for
the member as proxy may exercise the powers conferred by the member unless
the member provides otherwise.
A member may execute a written authorization for
another person to act as proxy. Execution may be accomplished for the member
by giving written authorization by any reasonable means, including, but
limited to, facsimile signature.
ARTICLE XIII. COMMITTEES.
There shall be a General Assembly (GA) that
represents a congregation of HRCBM charter members. The GA shall have and
exercise all the powers of the Board of Directors subject to such
limitations as the laws of the State of CALIFORNIA may impose, and
shall have the power to affix the seal of the corporation to all papers
which it may deem to require it.
The president shall serve as the chairman of the GA.
The GA shall have power to make rules and regulations for the conduct of its
business. A majority thereof shall constitute a quorum.
The GA shall keep regular minutes of its proceedings
and report to the Board of Directors.
There shall be a Finance Committee if deemed
necessary by he Board of Directors composed of the treasurer and three other
members of the board, to be appointed by the president. This committee shall
have the power to plan and implement fiscal procedures in the best interests
of the corporation and its members. The treasurer is authorized and
empowered to execute on behalf of the corporation all fiscal procedures when
so directed by the finance committee. The finance committee shall report to
the board at regular intervals, and a complete report on the agency's
finances should be sent annually to all officers and board members. The
committee shall consider the details of the budget which is prepared by the
Treasurer and presented to the board along with the Finance Committee's
recommendations. The Board of Directors voting in an official meeting shall
determine the budget for the agency.
There shall be a Economic and Social Council for all
Social and humanitarian services. The chairperson will be appointed by
majority vote of the Board of Directors and must be a member of the board.
The chairman of the Program Committee will select committee members from the
general membership. A chairman of the ESC can be selected by the board from
the Charter membership at large as appropriate. Proposals should be invited
from the membership for meeting venues. When one is selected and plans put
in place, the principle proposer should be invited to the board meeting to
report on progress.
All committee appointments shall be made as soon as
possible after the elections of chairman or if vacancies occur. Committee
members will serve for two years minimum or for such terms as may be
provided by the board.
The president shall from time to time appoint such
standing or special committees as are authorized by the Board of Directors.
Each committee shall consist of such numbers of persons as the Board of
Directors deems advisable. All acts of such committees shall be subject to
approval of the Board of Directors.
The chairpersons of the standing committees must be
members of the Board of Directors.
ARTICLE XIV. DIRECTORS; FILLING OF VACANCIES.
1. All vacancies of the Board of Directors, whether
caused by failure to elect, resignation, death or otherwise, may be filled
by the remaining directors, even though less than a quorum, at any stated or
special meeting, or by the members of any regular or special meeting.
2. All vacancies in the GA, whether caused by failure
to elect, resignation, death or otherwise, may be filled by the Board of
Directors at any stated or special meeting.
3. In case there is a vacancy in any office of the
corporation, whether caused by failure to elect, death, or resignation or
otherwise, such vacancy may be filled by the Board of directors at any
regular or special meeting. Such officers so elected to fill vacancies shall
serve until the next annual meeting of members and until their successors
are elected and qualify.
4. Any director may be removed from office by a
majority vote of the members.
ARTICLE XV. FISCAL YEAR.
The fiscal year of this corporation shall be the calendar year.
ARTICLE XVI. NONDISCRIMINATION.
The members, officers, directors, committee members and persons served by
this corporation shall be elected entirely on a nondiscriminatory basis with
respect to age, sex, race, religion, and national origin.
ARTICLE XVII. AMENDMENTS OF BYLAWS.
The bylaws of this corporation may be altered or repealed by the members
by the vote of the majority either present or by proxy at any annual or
special meeting called for that purpose.
The Board of Directors shall have the power to make, alter or repeal
bylaws of this corporation by a two-thirds vote of the entire board at any
regular or special meeting thereof where notice of such proposed action has
been announced in the notice of such meetings.
Any amendments, alterations, changes, additions or deletions from these
bylaws, whether made by the members of the Board of Directors, shall be
consistent with the laws of the respective country, which define, limit, or
regulate the powers of this corporation or the Directors of the corporation.
The certificate so executed and acknowledged will be filed in the Office of
the Secretary of the respective State, which define, limit, or regulate the
powers of this corporation or the Directors of the corporation. The
certificate so executed and acknowledged will be filed in the Office of the
Secretary of the respective state. Upon filing the bylaws are amended