Constitution of Pragati, Inc.

Amended as of July 19, 1998

ARTICLE I: Name and Base of Operation

1.The name of this organization is "PRAGATI, Inc."

2. The base of its operation is the Greater Philadelphia area.

ARTICLE II: Organization Objectives

1. Pragati, Inc. (hereafter called "Pragati" ) is a non-profit, non-political, social, cultural, and charitable organization consisting mainly (but not exclusively) of Bengalis in the Greater Philadelphia area.

2. The first objective of Pragati is to promote and propagate the ethnic, cultural and social heritage and values of Bengalis and to provide a forum for their participation as a community. This it aims to satisfy by:

a. organizing forums to raise consciousness about ethnic, social and cultural heritage of Bengalis of all generations,

b. organizing religious activities such as community prayers and worships commonly practiced by Bengalis,

c. organizing and sponsoring cultural activities that are common to Bengalis, and

d. establishing (or incorporating as subsidiary organization) institutions that promote and foster the cultural and social values and practices of Bengalis.

3. The second, but no less important, objective of Pragati is to perform and promote charitable activities that express the humanity and generosity of Bengalis. This it aims to satisfy by:

a. offering financial and/or material help to suffering humanity in the time of need caused by natural, social or man-made calamities,

b. helping in cases of family catastrophes and needy students by providing financial and/or material assistance within the means of the organization, such as providing free or paid lodging, supplying books, etc.,

c. any other means deemed appropriate by the Executive Committee or the Board of Trustees and approved by the General Membership. (For definitions, please refer to Article IV.)

ARTICLE III: Membership

1. Membership shall be open to all individuals 18 years or older who subscribe to the above objective . Each individual or "family" shall pay the necessary and annual membership fee, the amount of which shall be approved each year by the Executive Committee. Children who are financially dependent and/or under 23 years of age shall be covered by the family membership.

2. Individuals under 18 years of age who subscribe to the objectives shall be eligible to become non-voting Members and shall not be required to pay any membership dues.

3. Any individual with at least 3 months of membership will be considered to be a member in good standing and eligible to participate fully in elections.

4. The membership year shall begin from the Saptami puja day of the annual Durga Puja celebrations, at which time all membership fees shall be due. Membership fees paid at any other time during membership year shall be pro-rated.

ARTICLE IV: Organization

1. This organization shall comprise of an elected Board of Trustees (hereafter called the "Board"), an elected Executive Committee and a general body of members (hereafter called "General Members" or "General Membership").

2. The main function of the Board shall be to maintain the continuity of Pragati by giving advice and guidance to the Executive Committee in carrying out the objectives of the organization, to initiate formulation of new ideas and activities, and to act as the caretaker of all assets of Pragati. However, the board shall not have any executive powers.

3. The main function of the Executive Committee shall be to carry out the normal activities of Pragati on a regular basis, execute the wishes of the General Membership and to coordinate with the Board as and when necessary. This may include formation of ad-hoc committees, in consultation with the Board and the General Membership, to address any special issues or events.

ARTICLE V: Election

1. This organization shall hold a General Election to elect the Executive Committee every two years. The election shall be conducted by an independent ad-hoc Election Committee comprising of two members in good standing, nominated by the Board prior to the election.

2. This organization shall hold a General Election to elect the Board of Trustees every five years. (See Article VI.1 for further details.) The election shall be conducted by an independent ad-hoc Election Committee comprising of two members in good standing, nominated by the Executive Committee prior to the election.

3. Election Procedures

a. The Ad Hoc Election Committee shall conduct the election and announce the results.

b. Elections shall be held on or before the annual Bengali New Year celebration.

c. Any member in good standing shall be eligible to be nominated for election to the Executive Committee or to the Board of Trustees. Nomination to the Board shall additionally require at least 5 years of continuous membership in this organization.

d. Each nomination shall be made by at least two General Members in good standing. No more than two nominations shall be accepted from the same General Member.

e. No two members of the same family shall be eligible for nomination to the Executive Committee, and the Board of Trustees, nor to the corresponding Election Committee, at the same time.

f. No two members of the same family shall be eligible to succeed each other in consecutive terms of the Board or the Executive Committee.

g. No Executive Committee member shall be eligible to be elected for more than one full term in succession - a full term being two full years of operation of the Executive Committee. No Board of Trustees member shall be eligible to be elected for more than one full term in succession - a full term being five full years of operation of the Board.

ARTICLE VI: Board of Trustees and the Executive Committee

1. The Board shall comprise of five members as defined below:

a. 4 members elected by the general membership

b. The President, or his or her nominee, from the preceding Executive Committee.

2. The President of the current Executive Committee, or his or her nominee, shall participate as a non-voting member of the Board.

3. The Board shall elect a chairperson from its elected members every 15 months. In case of any vacancy in the Board, the Executive Committee shall fill the vacancy in consultation with the remaining members of the Board and the General Membership.

4. The Executive Committee will comprise of no less than seven (7) and no more than nine (9) elected members.

a. The elected members of the Executive Committee shall elect from among themselves a President, a Vice President, a Treasurer, a General Secretary and convenors of different activities.

b. The President shall preside over all Executive Committee and General Body Meetings. In all matters of the Executive Committee, the President has the privilege of the "casting vote".

c. The Vice President shall assume the responsibilities of the President in the absence or in the event of the resignation of the latter.

d. The Treasurer shall:

i. maintain the bank accounts of Pragati (see Article IX),

ii. maintain accurate records of the revenues and expenditures of the organization,

iii. make all payments authorized by the Executive Committee,

iv. make available to the General Body an annual statement of accounts, properly verified and printed, at the end of each year of operation.

e. The General Secretary shall:

i. maintain accurate minutes of all Executive Committee and General Body meetings,

ii. be responsible for all authorized correspondences on behalf of the President and the Executive Committee,

iii. carry out other functions as decided by the President and the Executive Committee.

f. Any member of the Executive Committee, the Board, or any General Member in good standing and supported by a minimum of one fifth of the General Membership, has the right to inspect the records of the General Secretary or the Treasurer with prior notice.

g. The President may remove any Executive Committee member from the Committee if he or she fails to attend three consecutive meetings without just cause.

h. Any vacancy in the Executive Committee, by resignation, removal or death shall be filled, if necessary, by nomination from the President with the consent of the majority of the remaining members of the Executive Committee.

5. A resolution to remove any or all members of the Executive Committee or the Board of Trustees may be introduced by any General Member in good standing and supported by one-third of the members in good standing. To be effective, such a resolution shall be approved in writing by a simple majority (over 50%) of the existing General Membership.

6. All members of the Executive Committee and the Board of Trustees shall serve on a voluntary basis, without any remuneration.

ARTICLE VII: Meetings & Quorums

1. The Executive Committee must hold meetings at regular intervals and shall arrange for General Body meetings at least once a year, on or before the Bengali New Year celebration.

2. No individual other than the Executive Committee members shall attend the Executive Committee meetings unless invited by a majority of the committee.

3. A special General Body meeting may be called by the Executive Committee or if requested by at least one-fifth of the General Membership through a written petition.

4. All meetings shall be conducted according to accepted rules of parliamentary procedure (e.g. "Robert's Rules").

5. Quorum of General Body meetings shall be at least one-third of General Membership. Non-members can attend General Body meetings but they shall not have any voting privilege.

6. Quorum of Executive Committee or Board of Trustees meetings or joint meetings of the two Committees shall be at least 50% of the members.

ARTICLE VIII: Public Statements & Publications

1. In no case shall the name of Pragati be used in any publication, news media or in any public forum by any member without prior knowledge and proper approval of the Executive Committee. No member shall make any personal gain at the expense of Pragati.

ARTICLE IX: Finance

1. To meet the objectives of the organization (see Article II), funds shall be raised by general subscription and/or from any other source deemed appropriate by the Executive Committee or the Board of Trustees.

2. This organization shall maintain an Operating Fund and a General Fund, which shall be separate and distinct. The Operating Fund shall consist of funds required for and collected from normal operations, including membership fees. The General Fund shall hold all monetary assets of Pragati, except for the Operating Fund.

3. The Operating Fund

a. The Executive Committee shall conduct the normal activities of Pragati from the Operating Fund. At the beginning of the term of an Executive Committee, the Board and the Executive Committee shall meet to jointly decide on the beginning amount of Operating Fund to be held by the Executive Committee. Any transfer of money between the Operating Fund and the General Fund, if necessary, shall be made at this time.

b. Bank accounts for the Operating Fund shall be maintained by the Treasurer in the name of Pragati. At a minimum, the Treasurer and the President shall have the authority to operate these accounts. The President may also confer the same authority on other committee members, if he or she desires.

4. The General Fund

a. The General Membership shall vote to make all decisions regarding the use of the General Fund. The Board shall be responsible to the General Membership for recommending actions regarding the General Fund.

b. Bank accounts for the General Fund shall be maintained by the Treasurer in the name of Pragati. At a minimum, the Treasurer and one designated member of the Board shall have the authority to jointly operate the General Fund accounts.

ARTICLE X: Reimbursements

1. Any actual and reasonable cash expenses incurred by any member in the business of Pragati shall be reimbursed with proper documentation.

ARTICLE XI: Amendments to the Constitution

1. Amendments to the Constitution may be proposed by at least one-third of the General Membership in the form of a written petition to the Board of Trustees. The Executive Committee can, however, directly make a petition to the Board for any amendments.

2. The Board has the overall responsibility for conducting the amendment procedure - for example, they are to determine the validity and usefulness of the proposed amendments and undertake any negotiation with the proponents to finalize the amendment wordings. Also, with the help of the Executive Committee they are to organize the review and approval procedure as explained in the following section.

3. All amendments require the consent of at least two-thirds of the General Membership. However, a thirty (30) day review period must elapse before the proposed amendments can be put forward for discussion and vote. Copies of the amendments must be made available to the full membership during this review period.