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Letter of Agreement Between Two + Borrow Money

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					                    Current Version of By-laws                                                                         Proposed By-laws                                                     Action             Justification of Action
    Article                      Section with Description                             Article and Section                                      Description
ARTICLE I                                                                       ARTICLE I: FORMATION                                                                                      Changed and For uniformity and clarity
Name and                                                                                                                                                                                  Grouped
              Section 1. The organization shall be known as the Kashmiri         Section 1.1 Name                  The name of the organization shall henceforth be the Kashmiri          Changed     Wording changed for clarity
              Overseas Association (KOA), herein refered to as The                                                 Overseas Association Inc. (KOA) herein referred to as the Corporation.
              Corporation.
              Section 2. The purpose of The Corporation is to i) promote         Section 1.2 Objectives            The Objectives of The Corporation are to:                               Changed    Section No changed but no text change
              Kashmiri Pandit ethnic and socio-cultural heritage, ii) promote                                      a. Promote Kashmiri Pandit ethnic and socio-cultural heritage,
              and celebrate Kashmiri Pandit eligious festivals, and iii) provide                                   b. Promote and celebrate Kashmiri Pandit religious festivals and
              financial assistance to needy and deserving individuals,                                             c. Provide financial assistance to needy and deserving individuals,
              educational institutions, places of worship, and shrines both in                                     educational institutions, places of worship, and shrines both in US and
              US and India.                                                                                        India.
ARTICLE II    Section 1. Principal Office: The principal office of the           Section 1.3 Location              The principal and registered office of the Corporation is located at    Changed    Section No. and text changed to show latest
OFFICES       Corporation shall be located at 9300, Cedercrest Drive,                                              8310 Nightingale Drive, Lanham, Maryland 20706. The Corporation                    address and if changed in future where the
              Bethesda, Maryland 20814.                                                                            may also have offices, at such places both within and outside the state            address can be obtained. Combined the
              Section 2. Registered Office: The registered Office of the                                           of Maryland as the Board of Directors may from time to time determine              three items of offices into one.
              Corporation shall be located within the State of Maryland.                                           or the business of the Corporation may require. Latest
              Section 3. Other Offices: The Corporation may also have offices                                      location/address information of principal and registered office, and
              at such places both within and outside the State of Maryland as                                      other offices of the organization will be maintained by the Secretary
              the Board of Directors may from time to time determine or the                                        of the Corporation.
              business of the Corporation may require.

                                                                                Section 1.4 Legal Formation        The Corporation is incorporated under the laws of Maryland as a       Added        Specifiy the non-profit category.
                                                                                                                   non-profit organization. The date of incorporation of the KOA is
                                                                                                                   May 1 st . 1983.
ARTICLE III                                                                     ARTICLE II: MEMBERSHIP                                                                                   Changed      Changed the Section No. and Tilte
MEMBERSHIP
AND DUES
                                                                                Section 2.1 Membership             Any adult age eighteen (18) years and above and resident of United Added
                                                                                Qualification                      States of America and who believes in supporting and sharing the
                                                                                                                   objectives of the Corporation as described above in Article I Section
                                                                                                                   1.2, and has never been disqualified/expelled by the Corporation as
                                                                                                                   a qualifing member shall be eligible for one of the types of
                                                                                                                   memberships as described in the following sections.

                                                                                Section 2.2 Types of Membership    There shall be three types of membership:                             Added
              Section 1. Life Member: Any individual or family can apply                                                                                                                 Delated      Life membership is based on the dues paid,
              for life membership and may be admitted as such a member                                                                                                                                therefore, has been in coportated in the dues
              unless otherwise disqualified to be such a member.                                                                                                                                      section rather than a separate category of
                                                                                                                                                                                                      membership
                                                                                Section 2.2.1 Active Membership:   Any individual or family who meets all of the membership               Added       Provides description of active membership
                                                                                                                   qualifications of Section 2.1 can apply for one of the three following             qualification
                                                                                                                   appropriate membership categories and may be admitted as such a
                                                                                                                   member unless otherwise disqualified to be such a member.

              Section 3. Single Member: Any Persons over the age of 18 can      Section 2.2.1.1 Single Active      Any person can apply for Single Active Membership and may be            Changed    Changed the Section No. and Tilte but no
              apply for Single member and may be admitted as such a member      Membership:                        admitted as such a member unless otherwise disqualified to be such a               text was revised.
              unless otherwise disqualified to be such a member..                                                  member.
              Section 2. Family Member: Any family may apply for membership     Section 2.2.1.2 Family Active      Any family, i.e., wife and husband together may apply for a Family      Changed    Changed the Section No. and Tilte and
              of the Corporation and may be admitted as such a member unless    Membership:                        Active Membership in the Corporation and may be admitted as such a                 added text to provide clarification for the
              otherwise disqualified to be such a member. Family means wife,                                       member unless otherwise disqualified individually or jointly to be such            qualification
              husband and children under 18 years of age.                                                          a member.

              Section 4 Senior Member: Any couple (wife and husband) or a       Section 2.2.1.3 Senior Active      Any family, i.e., wife and husband where one of them is over age 65 Changed        Changed the Section No. and Tilte and
              single persons over age 65 can apply for a Senior Member and      Membership:                        years can apply for a Senior Active Membership and may be admitted                 added text to provide clarification for the
              may be admitted as such a member unless otherwise disqualified                                       as such a member unless otherwise disqualified individually or jointly             qualification
              to be such a member.Senior Member dues shall be at a reduced                                         to be such a member. The membership dues shall be at a reduced
              rate.                                                                                                rate.
              Section 5 Associate Members: Any individual or family who does    Section 2.2.2 Associate            Any individual or family who does not qualify for active membership or Changed     Changed the Section No. and Tilte.
              not qualify for any of the above memberships and residents of     Membership:                        are residents of countries other than the USA may be accepted as
              countries other than the USA may be accepted as Associate                                            associate members. Associate members will be required to pay
              members. Dues may be required from such Associate members.                                           membership dues and shall not have any rights or interest in the
              They shall not have any rights or interest in the property and                                       property and assets of the Corporation.
              assets of the Corporation.
                                                                    Section 2.2.3 Honorary         Any individual or family can be granted a limited time Honorary          Added     Added new membership cateogry to provide
                                                                    Membership:                    Membership by the President after the approval of the Board by                     flexibilty to the Board for granting non-
                                                                                                   3/4th majority vote. Honorary members will not be required to pay                  voting membership to people who have been
                                                                                                   membership dues nor shall have any rights or interest in the                       supportive of our organization and KP
                                                                                                   property and assets of the Corporation.                                            casue.
Section 6. Membership Dues: The membership dues for each            Section 2.3 Membership Dues:   The membership dues for each membership category shall be                Changed   Changed Section No and added additional
membership category shall be determined by the Board of                                            determined by the Board of Directors and revised from time to time.                text to incorporate Life Membership
Directors and revised from time to time. Any member who                                            Any member who remains in default in payment of dues for a period of               description and other corresponding details.
remains in default in payment of dues for a period of 30 (thirty)                                  30 (thirty) days after receipt of a notice of default shall be suspended
days after receipt of a notice of default shall be suspended from                                  from all voting privileges until such default is cured. Minimum
all voting privileges until such default is cured.                                                 amount of membership dues to be paid shall be for one full year.
                                                                                                   Member who pays a life membership dues as established by the
                                                                                                   Board of Director for a qualifing membership category, shall be a
                                                                                                   life member of that membership category. Single Active Member
                                                                                                   who has paid life membership and gets married then shall be
                                                                                                   automatically changed to Family Active Member if the life
                                                                                                   membership dues are same for both categories, otherwise, member
                                                                                                   needs to pay the difference between the life membership dues of
                                                                                                   Single Active Member and Family Active Member in order to
                                                                                                   qualify for Life Membership. Once the membership to the
                                                                                                   Corporation is accepted, the membership dues are non-refundable.



                                                                    Section 2.4 Member in Good     Member in Good Standing shall be an individual or a family who         Added       Provide description of a member that is
                                                                    Standing                       has fulfilled all the requirements for the membership in the                       frequently refered in the document to avoid
                                                                                                   Corporation, and who neither has voluntarily withdrawn from                        any confusion.
                                                                                                   membership nor has been disqualified or removed or suspended
                                                                                                   from membership, and have paid membership dues to the
                                                                                                   Corporation for a qualifying membership category. Henceforth
                                                                                                   Member in Good Standing here in is referred as a 'Member'.

Section 7. Removal: Any member may be removed or disqualified Section 2.5 Removal or Suspension    Any Member can submit a request to the President of the                 Change     Changed the Section No and the tile. Text
from membership by a majority vote of the members present at        of a Member:                   Corporation for removal or disqualification or temporarily                         description has been totally rewriiten to
any annual meeting or at any special meeting of the members                                        suspension for a pre-determined time period of a Member from                       provide enough details for removal of a
called for this purpose on the ground that the conduct of such                                     membership on the ground that the conduct of such member is                        member. Removal/disqualification of a
member is prejudicial to this Corporation. Provided, however,                                      prejudicial to this Corporation. The President then : a) shall subject             member is a very serious issue and should
such member shall first be served with written notice of the                                       this request through the evaluation process as setup by the Board of               have well defined checks to avoid any
accusations against him/her, and shall be given an opportunity to                                  Directors, b) shall serve accused member and the Board of                          wrong doing on part of the Corporation.
explain his/her position and answer the accusations and to                                         Directors with the written notice of the accusations with all the
produce his/her defense and/or witnesses, if any, and shall also be                                evidence , c) shall give an opportunity to the accused member to
given an opportunity to be heard at the meeting in which such a                                    explain his/her position and answer the accusations and to produce
vote is taken.                                                                                     his/her defense and/or witnesses at all the meetings in which such
                                                                                                   a vote is taken, d) shall present the request with all the evidence and
                                                                                                   findings to the Board of Directors for their vote, e) shall seek
                                                                                                   Board of Directors vote and shall recommend the general body vote
                                                                                                   only if two third of Board members approve the request, and f) shall
                                                                                                   send the request with all the relevant information/evidence at least
                                                                                                   30 days in advance of voting date to general body for voting only if
                                                                                                   recommended for general body vote by the Board of Directors. This
                                                                                                   request shall be implemented only after the approval by a majority
                                                                                                   vote of the members present at any general body meeting or a
Section 8. Notice: Notice of any action proposed to be taken by Section 2.6 Notice:                Notice of any action proposed to be taken by the Board of Directors     Change     Section No Changed but no text was
the Board of Directors with respect to any additional assessments                                  with respect to any additional assessments other than membership dues              changed
other than membership dues shall be sent to members promptly                                       shall be sent to members promptly by registered postal or electronic
by registered mail and shall not become effective until 15 days                                    mail and shall not become effective until fifteen (15) days after such
after such mailing. No member who resigns from The                                                 mailing. No member who resigns from The Corporation prior to the
Corporation prior to the effective date of such action shall be                                    effective date of such action shall be bound thereby.
bound thereby.
Section 9. Membership Rights and Duties:                          Section 2.7 Membership Rights and   The membership rights and duties shall be as follows:                  Changed   Changed Section No. and revised some of
(a) Each member who has paid dues and is above the age of         Duties                              i. All Active members shall be eligible to vote if the membership dues           the text to provide clarity in the details. Also
eighteen (18) years shall be eligible to vote                                                         have been paid by the Closing Date for Voting as specified in this               deleted some text that is not relevent inthis
(b) Family Member shall have two votes one for wife and other                                         by-laws and Family Active Member shall have two votes one for wife               section or has been repeated.
for husband, Single Member shall have one vote, and Senior                                            and other for husband, Single Active Member shall have one vote, and
Member shall have two votes one for wife and one husband.                                             Senior Active Member shall have two votes one for wife and one
(c) Associate members shall not have the vote.                                                        husband.
(d)The rights of each member in the property and assets of the                                        ii. Associate and Honorary members shall not be eligible to vote.
Corporation shall be equal except Associate Members.                                                  iii.The rights of each active member in the property and assets of the
(e) Membership shall not be transferable.                                                             Corporation shall be equal. Honorary and Associate members shall not
(f) New members shall have the same voting and property rights                                        have this right.
as all other members, entitled to such rights.                                                        iv. Membership shall be non-transferable.
(g) Whenever any person ceases to be a member, his/her rights as                                      v. New members shall have the same rights and duties as all other
a member shall automatically be suspended and shall release the                                       members in the respective categories.
Corporation and other members from any claim to any of the                                            vi. Whenever any person ceases to be a member, his/her rights as a
property or assets of the Corporation.                                                                member shall automatically be suspended and shall release the
(h). The secretary shall keep a membership book containing                                            Corporation and other members from any claim to any of the property
the names and address of current memberrship.                                                         or assets of the Corporation.
(i) All members shall have the right and privilege of withdrawing                                     vii. Members can request their membership information from the
at any time by giving notice in writing of resignation. Such                                          Secreatry of the Corporation for correctness of the
resignation shall be effective from the date of its receipt.                                          information
                                                                                                      viii. Members shall provide updates to the membership information
                                                                                                      to the Secreatry of the Corporation as soon as possible to maintain
                                                                                                      the latest information.
                                                                                                      ix. All members shall have the right and privilege of withdrawing at
                                                                                                      any time by giving notice in writing of resignation. Such resignation
Section 10. Dues or Assessments: The Board of Directors shall                                         shall be effective from the date of its receipt and there shall be no  Deleted   This is in the responsibilities and power of
have the power to levy, collect and provide for collection of                                                                                                                          the Board members.
dues or assessments in accordance with the provisions of these
bylaws, or any amendments thereto.
                                                                 Section 2.8 Cut of Date for Voting   Cut of Date for the Voting shall be that a member: a) shall be in       Added    Provide description as to date when a
                                                                                                      good standing as of 31 December of the previous year for voting                  member has earned the right to vote and
                                                                                                      between 1 January and 31 July of the current year or b) shall be in              participate in the KOA decision making
                                                                                                      good standing as of 31 July of the current year for voting between 1             process. In past KOA Board would every
                                                                                                      August to 31 December of the current year. President can make                    year decide this date and now it can be fixed
                                                                                                      change in these dates for a year with the simple majority vote of the            and allow board to change when it is
                                                                                                      Board and such change in the dates shall be applicable only for the              necessary.
                                                                                                      approved year.
                                   ARTICLE III ZONES AND CHAPTERS                                                                           Added                                          To provide detailed inforation about the Chapter and
                                                                                                                                                                                           Zones
                                   Section 3.1 Zones                                                                                      Revised                                          Moved from other section and revised to provide
                                   The Corporation shall have 10 Zones and each Zone shall be represented by a Director in the                                                             additional information on the Zones.
                                   Corporation Board. Each zone shall consist of a state and/or a portion of a state and/or more than one
                                   state based on the number of community people living in each state of USA. This grouping of the
                                   states within a zone shall be reviewed from time to time by the Board of the Corporation and changes
                                   in this grouping may be made with the approval of two thirds majority of the Board vote at the
                                   recommendation of the President but the number of zones shall always be 10. Following are the
                                   current grouping for 10 Zones:

                                   ZONE 1: Delaware (DL), New York (NY).
                                   ZONE 2: Connecticut (CT), Massachusetts (MA), Maine (ME), New Hampshire
                                   ZONE 3: New Jersey (NJ) and Pennsylvania (PA).
                                   ZONE 4: Washington DC, Maryland (MD), Virginia (VA), West Virginia (WV).
                                   ZONE 5: Arkansas (AR), Colorado (CO), Kansas (KS), Louisiana (LA),
                                   ZONE 6: Alabama (AL), Florida (FL), Georgia (GA), Missouri (MO), Mississippi
                                   ZONE 7: Alaska (AK), Iowa (IA), Illinois (IL), Minnesota (MN), North Dakota
                                   ZONE 8: Michigan, Indiana, Kentucky and Ohio.
                                   ZONE 9: Northern California (CA), Idaho (ID), Montana (MT), Oregon (OR),
                                   ZONE 10: Arizona (AZ), Southern California (CA), Hawaii (HI), New Mexico (NM),

                                   Section 3.2 Chapters:                                                                                New                                                Details on Chapters
                                   Chapters shall be formed within a zone consisting of members of the local community within a zone or
                                   across zones depending upon the proximity of the Zones for that Chapter and each Chapter shall have
                                   a Chapter President.
                                   Section 3.2.1 Purpose of Chapters:                                                                   New                                                Details on Chapters role
                                   Purpose of the Chapter shall be to:
                                   a) promote, encourage, and facilitate an atmosphere where all the community members are welcome
                                   to join and become part of the community and the Corporation,
                                   b) promote, encourage, and foster to celebrate various social and religious functions, and
                                   c) support and promote objectives and goals of the Corporation.



                                   Section 3.2.2 Formation of a Chapter:                                                                      New                                          Details on Chapters formation
                                   To establish a KOA Chapter, an application describing location, name of the Chapter President and
                                   signatures of at least 10 members in good standing living within 100 miles of the Chapetr shall be
                                   submitted to the Director of the Zone in which the chapter is to be established. Director shall officially
                                   establish the Chapter after verifing the informationin the application and send the information to the
                                   President and Secretary. Two Chapter shall be at least 200 miles apart. A Member shall belong to only
                                   one Chapter for Chapter voting purposes but can participate in as many Chapters as possible.




ARTICLE IV VOTING, ELECTIONS AND   ARTICLE IV: NOMINATIONS, ELECTIONS, VOTING AND PROXIES
PROXIES.
                                   Section 4.1 General Information                                                                          All the nomination, elections and voting         Added
                                                                                                                                            processes of the Corporation excluding Board
                                                                                                                                            and General Body voting shall be conducted by
                                                                                                                                            the Nomination and Election Committee (NEC)
                                                                                                                                            in accordance with the Bylaws and the
                                                                                                                                            procedures established by the Board. Any
                                                                                                                                            contridictions/conflicts between by-laws and the
                                                                                                                                            porcedures established by the Board, by-laws
                                                                                                                                            shall be used to complete the process. The
                                                                                                                                            Corporation Board and the General Body voting
                                                                                                                                            will be conducted by the President and Secretary
                                                                                                                                            of the Corporation.
Section 1. Who is entitled to Vote: Except where the Articles,   Section 4.2 Entitlement to Vote   Except where the Articles, and amendment(s), if     Changed
and amendment(s), if any, otherwise provide, each eligible                                         any, otherwise provide, each eligible member of the
member of The Corporation shall, at every meeting of the                                           Corporation shall, at every meeting of the
members, be entitled to one vote in person or by proxy upon                                        members, be entitled to number of votes as per
each subject properly submitted to vote.                                                           the member's membership category and shall
                                                                                                   vote in person or by proxy upon each subject
                                                                                                   properly submitted to vote.


Section 2. Proxies: No proxy or proxies shall be deemed          Section 4.3 Proxies               No proxy or proxies shall be deemed operative       Changed
operative unless and until signed by the member(s) and filed                                       unless and until signed by the member(s) and filed
with the Corporation. In the absence of limitations to the                                         with the Corporation. In the absence of limitations
contrary contained in the proxy, the same shall extend to all                                      to the contrary contained in the proxy, the same
meetings of the members and shall remain in force three years                                      shall extend to all meetings of the members and
from the date and no longer.                                                                       shall remain in force for one year from the date
                                                                                                   and no longer.


Section 3. Postal Ballots. Voting may also be held by Postal     Section 4.4 Voting                 All voting shall be held by either a paper ballot Deleted and replaced
Ballot whenever considered necessary by the President or the                                       or electronic or voice or any other applicable
Board of Directors in the interest of speedy decisions.                                            method as and when considered necessary by the
                                                                                                   NEC according to the approved procedure and
                                                                                                   guidelines by the Board. President can
                                                                                                   recommend to the Board a specific method of
                                                                                                   voting for a subject if it is different than NEC's
                                                                                                   chosen method and shall require two third
                                                                                                   majority of Board Members vote for its approval.
                                                                                                   Once passed by the board it shall be binding on
                                                                                                   NEC to implement such method for the specific
                                                                                                   subject(s) only. However, voting on elections of
                                                                                                   the President, Board of Directors, and
                                                                                                   disciplinary actions, shall be determined by
                                                                                                   secret ballot.




Section 4. Nomination and Election Committee: A Nomination Section 4.5 Nomination and Elections    The Nomination and Elections process of the         Deleted and replaced
and Election Committee with a designated chairman shall be                                         Corporation shall be conducted by the
proposed by the President and approved by the Board of                                             Nominating and Election Committee except the
Directors. The secretary of the Corporation shall be an ex-                                        Chapter President's election which shall be
officio member of the committee. The committee shall be                                            conducted by the respective Zone Director. These
appointed for a period of two years and shall conduct all                                          processes shall be implemented in accordance
elections during that time period. Elected members cannot be a                                     with the Bylaws and procedures and guidelines
member of the committee and any member of the                                                      approved by the Board. In case of any
committeewho is a candidate for election shall automatically                                       contridictions between the Board establshed
cease to be a member of the committee. The President may                                           procedures and guidelines and by-laws, by-laws
propose a replacement for such member for approval of the                                          shall superseed and shall be followed. NEC or
Board. The replacement shall be appointed for the rest of the                                      any Board Member can propose changes to the
term. The Nomination and Election Committee may conduct                                            established procedures and guidelines to the
elections by mail and report the results to the Board of                                           Secretary of the Corporation for the approval of
Directors through the President of the Corporation, who shall                                      the Board. Secretary of the Corporation will send
then make the formal announcement by publication in the                                            proposed changes to all the Board Members at
Corporation News Letter.                                                                           least 7 days before the date of voting to be called
                                                                                                   by the Secretary and shall require a simple
                                                                                                   majority to pass the recommendations.
Section 4.6 Operating Procedures Documents (OP)   Operating Procedures Documents shall be first time Added
                                                  developed by special committees and approved by
                                                  the Board of Directors by a simple majority vote.
                                                  These documents shall provided rules, regulations,
                                                  guidelines, and procedures that are necessary for
                                                  undertaking various Corporation activities,
                                                  including Code of Conduct of the Board of
                                                  Directors, and Nomination and Election Committee
                                                  aspects. These documents shall also address topics
                                                  that may not be addressed by the Bylaws. These
                                                  documents shall be routinely updated by the
                                                  Executive Committee or by the person(s)
                                                  designated by the President. President’s designated
                                                  person(s) shall not require Board approval but the
                                                  updated documents shall require approval by a
                                                  simple majority vote of the Board.
Provide general information for undertaking the
procedure and guidelines that are to be followed.
Removed contridiction between the number of votes a
member is entitled..




Proxy validity changed from three years to one year. We
have change of the office bearers in every two years and
keeping proxies valid for three years may be problematics
and difficult to manage.




Provided more details and specific information




Provided more details and specific information. Also the
committee information is provided in the Committee
section of the new proposed by-laws to minimize
contridictions.
New section to provide information on the various
documents that KOA needs to maintian consistency and
fairness in its operation.
                             Current Version of By-laws
ARTICLE V BOARD OF
DIRECTORS.




                     Section 1. (a) Number and Term of Directors: The business, property and
                     affairs of this Corporation shall be managed by a Board of Directors
                     composed of 11 Directors- one Director each shall be elected from the
                     following 10 Zones. The President shall be the 11th Director.




                     ZONE 1: New York State.
                     ZONE 2: Massachusetts, Connecticut, New Hampshire and Rhode
                     Island.
                     ZONE 3: New Jersey, Pennsylvania.
                     ZONE 4: Virginia, Maryland and District of Columbia.
                     ZONE 5: Texas, Oklahoma, Louisiana and Arkansas.
                     ZONE 6: Florida, North Carolina, South Carolina, Georgia,
                     Alabama, Mississippi and Missouri.
                     ZONE 7: Illinois, Minnesota, Wisconsin, Iowa, North Dakota and
                     South Dakota.
                     ZONE 8: Michigan, Indiana, Kentucky and Ohio.
                     ZONE 9: Northern California, (North of Fresno), Oregon and
                     Washington State.
Section 2: Election of Directors: (a) Each Director shall be elected
from the respective zone by a majority vote of the members living
in the area. Nominations shall be sought by mail from the eligible
members and election shall be held and compiled by the
Nominating and Election Committee. Nominating and Nominated
Members have to be in good standing of the Corporation
membership and resident of the respective zone.
(b) In the unlikely event of having no nominations from a
particular zone, the Nominating and Election Committee will have
the mandate to nominate at least one person.
(c) The directors shall be elected for a term of two years. There
shall be no term limitations.
Section 3. Vacancies in the Board: Any vacancy in the Board of Directors
occurring during the year due to death, resignation, removal or other
cause, shall be filled for the unexpired period of the term by a majority
vote taken by the Directors present at any regular or special meeting of the
Board of Directors.




Section 4. Compensation of Directors: The Directors shall not receive any
stated salary for their services as Directors, but the Board of Directors, by
resolution, may allow, a fixed fee and/or expenses for costs incurred for
attendance at each meeting of the Board of Directors. Nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity as an officer, agent or otherwise, and for
receiving remuneration therefor.
Section 5. Power to Appoint Other Officers and Agents: The Board of
Directors shall have the power to appoint such other officers and agents as
the Board may deem necessary for transaction of business of the
Corporation.




Section 6. Removal of Officers or Agents: Any officer or agent may be
removed by the Board of Directors whenever in the judgement of the
Board the business interests of the Corporation will be served thereby.




Section 7. Power to fill vacancies: The Board of Directors shall have the
power to fill in any vacancy in any office of the Corporation occurring
from any reason whatsoever.
Section 8. Delegation of Powers. For any reason deemed sufficient by the
Board of Directors whenever occasioned by absence or otherwise, the
Board may delegate all or any of the powers and duties of any officer to
any other officer or Director, but no officer or Director shall execute,
acknowledge or verify any instrument in more than one capacity.
Section 9. Executive Committee. The President, Vice-president, Secretary
and Treasurer shall constitute the Executive Committee. The committee
shall manage the day to day affairs of the Corporation under the bylaws
and rules and regulations of the corporation.

Section 10: Compensation: The Compensation, if any, of officers and
agents shall be fixed by the Board.
Section 11. Power to Make Bylaws: The Board of Directors shall have the
power to make and alter any by-law or by-laws, including the fixing and
altering the number of Directors; provided, however, that the Board shall
not make or alter any by-law or by-laws fixing the qualifications,
classifications or term of office of any member or members of the then
existing Board. Any alteration of, or addition to, the by-laws adopted by
the Board of Directors shall not be effective until such time when it is put
to vote, within a period of not more than one year from the date of such
adoption by the Board of Directors, and shall remain effective thereafter
only if approved by a majority vote of the members.
Proposed By-laws                                                     Action
ARTICLE V: GENERAL BODY and BOARDS                        Changed and added

Section 5.1 General Body                                  Added

The General Body shall comprising of the members in
good standing and shall be the supreme authority of the
 Section 5.2 Board of Directors (BOD)                      Revised
 The Corporation Board of Directors shall consist of 11
Directors, ten Directors from 10 different zones
where One Director shall be elected from the each
designated zones and 11th Director shall be the
President of
the Corporation. Each director include President shall
have one vote for the Board of Directors voting
purposes.
At other voting subjects each director shall have only the
voting rights as of the Corporation Member based on
his/her membership category.

                                                          moved to a separate
                                                          section
 Section 5.2.1 Qualifications, Nominations and Election Revised
of the Director
i. Qualification for a director shall: a) be a member in
good standing and resident of the desginated
Zone for the previous three consective years including
the year in which nomination and elections shall be
conducted and b) have volunteered for the Corporation
in any capacity for at least one year. c) The Director
shall not be restricted to serve only the KOA board but
shall be required to disclose the board positions held in
the non-profit organizations at the time of nomination
process, d) inform the Board of any new appointment to
the
board of other non-profit organization(s) once serving on
the Corporations's Board.
ii. Nomination process shall be held by the Nomination
and Election Committee as per the by-laws and the
guidelines and procedures as established by the Board
and shall invite nominations for the director from any
member who shall be a Member in Good Standing and
resident of the desginated Zone for which Nomination
and
Elections are being conducted. Also, the nominated
member and nominating member shall be the resident
of the same
desginated zone at the time of nomination process. In an
event of having no nominations for the position of zonal
director5.2.2 Number and Term of the Director
Section from any zone, the Nomination and Election        Moved information from
 A Director shall be elected for a term of two years and other section and created a
can serve a maximum of two (2) terms. Any elected         new section
director who assumes office shall be considered to have
served one full term irrespective of the time served
during one term. This term limit shall be waived by the
Nomination and Election Committee for the member
who has already served maximum allowable limit if
there is no member nominated by the zonal
membership for the director position provided the
member meets all the qualifications for a director
Section 5.2.3 Vacancies of the Director                    Revised
 Any vacancy in the Board of Directors occurring during
the year due to death, resignation, removal or
other cause, shall be filled for the unexpired time period
of a term. If the unexpired time period is 9 months or
more, the Nomination and Election Committee shall
conduct the Nomination and Elections process within
ninety
(90) days from the date of vacancy. If the unexpired
term is less than 9 months, the President shall seek
written
nominations for this position from the respective zone
members who are member in good standing and
propose the
candidacy to the Board of Directors. The selection of the
proposed candidate shall be approved by the simple
majority vote of the Board of Directors.




Section 5.2.4 Compensation of the Director                Revised
 The directors shall not receive any kind of compensation
for their services as directors.
Section 5.2.5 Role / Function of the Director               Added
 A director of the Corporation shall perform his or her
duties as a director, including his or her duties
as a member of any committee of the board upon which
he or she may serve, in good faith, in a manner which is
in
the best interests of the association. The responsibilities
of a Board Member shall include but are not limited
to:
i) Participate reqularly in the scheduled and special
Board meeting
ii) Ensure the proper implementation of the KOA
Bylaws.
iii) Make policy decisions to ensure that the objectives of
the Corporation are pursued.
iv) Look after the interests of the KOA, and promote
relationships and understanding with the community at
large.
v) Solicit funds for the growth, development, and
fulfillment of the Corporation programs.
vi) Guide and support the Executive Committee to meet
the objectives of the KOA and Conceptualize and
implement
the long term plans, goals and projects for the
development and growth of KOA.
vii) Bring up any issue to the Board for deliberation,
conclusion, and action.
viii)Actively participate at Zone and chapter level along
Section 5.2.6 Power to Appoint Special Officers and        Revised
Agents:
 By a simple majority vote, the Board of Directors shall
have the power to appoint such Special officers
and agents as the Board member may deem necessary
for transaction of business of the Corporation for a
specified
time period of not more than one calendar year,
meaning ends on 31 December of the appointment year.
A proposal
describing business and the role of the Special Officer or
Agent shall be made by any Board member to the Board.
In case of long term appointment of a officer for
transaction of a specific business, a proposal justifying
the
need for such appointment shall be submitted to the
Board by a board member seeking such appointment
and shall
require two third majority Board vote to approve such
long term appointment.


Section 5.2.7 Power to Release Special Officers and          Revised
Agents of the Assigned Duty:
By a simple majority vote, the Board of Directors shall
have the power to release the Special Officers and
Agents
of their responsibilities at the request of at least 3 Board
Members who feel that the assigned duties are not
being accomplished as per the plan. The Special Officers
and Agents shall be released of their assigned duty by
their volunteer resignation with 30 days notice and shall
not require the Board approval.


                                                            Deleted


                                                            Deleted
Section 5.2.8 Resignation of Directors:                    Added
 Any director of the Corporation may resign at any time
by giving written notice of
 such resignation to the President of the Corporation.
Any such resignation shall take effect
from thirty days from the time specified therein or, if no
time be specified, upon receipt
thereof by the President.

Section 5.2.9 Removal of a Director:                     Added
 Any member of the Board of Directors can be removed
if found to be: a) negligent in executing his/her
duties as a Board member,
or/and b) Non compliance to the code of conduct /
Corporation Bylaws, or/and c) disruptive behavior and
usage of
inappropriate
language in open forums and or in public against any
Corporation Officer or/and any member of the
community,
or/and
d) repeated un-parliamentary behavior in board
meetings. The removal petition that shall include the
name of the
Board member to be removed, details of the reason
for the removal with the evidence of such behavior and
shall be submitted to the Board by the
President or thirty percent or more of Board members
including President. The Board member to be removed
shall be
given 10 days to respond to the petition and
present his/her position in the special Board meeting
called by the President for this purpose only. Final
removal of the baord member shall
require two-thirds (2/3rd) majority vote of the Board of
Directors.
                                                         Moved to another Section




                                                         Moved to another Section
                                                        Moved to another Section




Section 5.3 Board of Advisors (BOA):                      Added
 The advisory body shall be called the Board of Advisors
(BOA). The role of this body shall be advsiory to provide
input/guidance based on its vast collective experience,
and not be involved in the day to day activity of the
Corporation. There shall be a total of five (5) Advisors.

Section 5.3.1 Qualifications, Nominations and Selection Added
of Advsior:
 The Advisors shall be nominated based on their
contributions through volunteering services and through
charitable donations to KOA and
 i. Any member of Corporation with a good standing
membership of five (5) cumulative years or more and
prior service to the community.
 ii. Advisors may be nominated by the elected office
bearers of KOA (President, Board of Directors, and
Chapter Presidents).
 iii. Selection of the Advisors shall be through the
electronic mail conducted by the Nomination and
Election Committee (NEC) of elected office bearers, such
as Board
of Directors and chapter Presidents of KOA.
 iv. Advisors shall elect one of them as a chairperson.
v. The advisors shall not be restricted to serve only the
KOA Corporation.
 vii. There shall be only one (1) member of BOA per
zone at
any given time, limited to a total of five (5) Advisors.




Section 5.3.2 Number and Term for Advsior:             Added
 The term of the Board of Advisors member shall be two
(2) years, limited to two (2) terms.
Section 5.3.3 Compensation for Advsior:                    Added
 The Board of Advisors shall not receive any stated salary
for their services as Advisors. Nothing herein
contained shall be construed to preclude any Advisor
from serving the Corporation in any other capacity as an
officer, agent or otherwise, and for receiving
remuneration there for.


Section 5.3.4 Role / Function for Advsior:                 Added
 The Board of Advisors shall be responsible for advising
the board when requested by the President and/or
majority of the board members, as follows:
i. Advise the President when requested by the
President.
 ii. Advise the Board of Directors when requested by a
majority of the
Board of Directors.
 iii. Advise the Board of Directors and the general body
in case of
dysfunction of the board (dysfunction as defined by the
majority board members). The Board of Advisors shall
provide appropriate resolution within thirty (30) days of
the reported dysfunction. The decision of Board of
Advisors in this case shall be final and binding and
enforced within sixty (60) days. This may include
initiating
fresh elections if Board of Advisors deems it necessary as
a remedy for reported dysfunction.
 iv. Advisor shall have meetings as necessary as but no
less than two
(2) times during a fiscal year.
 Note: Definition of dysfunction: Dysfunction shall be
defined by the majority of the board; it shall
include and not limited to the following elements:
 (a) No board meetings held for six (6) months, or
 (b) Request for intervention by the President, or
Section 5.3.5 Removal for Advsior:                       Added
 Any member of the Board of Advisors found negligent in
executing his/her duties may be removed if a
two-thirds (2/3rd) majority vote is cast by the Board of
Directors and chapter Presidents of KOA. To submit a
petition for removal of advisor at least two (2) of the
advisors must sign the petition and submit it to the
Nomination and Election Committee via the secretary of
the Corporation.




Section 5.3.6 Vacancies for Advsior:                       Added
Vacancy occurring in the Board of Advisors shall be filled
by the Chairperson of Advisors, for the
unexpired term, subject to ratification by the Board of
Advisors in its next meeting.
           Justification of Action
Added information on the general body




Provides description of the general
body.
To provide better description and
consistency in the information




To provide better description and
consistency in the information
Revised to provide additional
qualifications and clarification to
minimize the different interpretations.




To provide detailed information on this
section.
To provide details and limitations for
filling the vacancy.




Provided necessary information only.
Provides details of the role and
responsibilities of a director
Provides details for the appointment of
the officers.




Provides details to the release of an
appointed officer.




Has been provided in the different
applicable sections.

New revisions make it un-necessary
Provides information about the
resignation of a director




Provides detailed information and
procedure for the removal.




Provide consistent information and
minimize confusion



Provide consistent information and
minimize confusion
Provide consistent information and
minimize confusion




Provides details of a body that will
provide advise from time to time as
requested.




Provides details for the Board of
Advsiors




Provides details for the Board of
Advsiors
Provides details for the Board of
Advsiors




Provides details for the Board of
Advsiors
Provides details for the Board of
Advsiors




Provides details for the Board of
Advsiors
Current Version of By-laws   Proposed By-laws




ARTICLE VI OFFICERS OF       ARTICLE VI OFFICERS OF THE CORPORATION.
THE CORPORATION.




                             Section 1. Officers :The officers of the Corporation shall be a
                             President, Vice-President, Secretary and/or Treasurer. The
                             President shall be elected by the membership by direct ballot
                             and shall serve as the Chief Executive Officer of the
                             Corporation. The President shall also be the Chairman of the
                             Board of directors.

                             The Vice-President, Secretary and Treasurer shall be
                             nominated by the President and approved by the Board of
                             Directors. The Vice- President must be a Director.
                             Section 2. Qualifications: The Board of Directors may, from
                             time to time, prescribe qualifications for officers of the
                             Corporation. The Secretary and Treasurer need not be
                             Directors but must be members in good standing of the
                             Corporation membership. One person may hold two offices,
                             except that the same person may not be President and
                             Secretary.
Section 3.Election Of President: (a) The President shall be
elected by postal ballot on the basis of the majority votes of the
members polled. President shall hold office for a term of two
years and shall be eligible for re-election for one additional
term of two years only.=
(b) Qualifications: Paid member of the Corporation for three
consecutive years



(c) The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of
Directors, shall, in general supervise and control all of the
affairs and property of the Corporation. He/she shall preside at
all meetings of the Board of Directors. The President may act
in the name and on behalf of the Corporation, and with the
Secretary, he/she may sign in the name and on behalf of the
Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be
executed, except in such cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors,
or by these by-laws to some other officer or agent of the
Corporaion, or shall be required by law to be otherwise signed
or executed; in general, the President shall perform all duties
incident to the office of the President and such other duties as
may be prescribed by the Board of Directors from time to time.
President shall appoint , remove or discharge, subject to
approval of the Board of Directors, employees and agents of
the Corporation.
Section 4. Vice-President: (a) In the absence of the President,
or in the event of his death, resignation, inability or refusal to
act, the Vice-President shall perform the duties of the
President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. The Vice-
President shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of
Directors.

(b) Subject to the approval by the Board of Directors, the
President may nominate any Director to be the Vice-President
of the Corporation.
Section 5. Secretary: The Secretary shall (i) keep the minutes
of the proceedings of the meetings of the Board of Directors in
one or more books provided for that purpose; (ii) see that all
notices are duly given in accordance with the provisions of
these by-laws or as required by law; (iii) be custodian of the
Corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the
execution of which on behalf of the Corporation under its seal
is duly authorized; keep a register of the post office address of
each Director which shall be furnished to the Secretary by such
Director; and (v) in general, perform all duties incident to the
office of the Secretary and such other duties as fro time to time
may be assigned to him by the President or by the Board of
Directors.
Section 6. Treasurer: The Treasurer shall, (i) have charge and
custody of and be responsible for all funds of the Corporation;
(ii) receive and give receipts for any money due and payable to
the Corporation from any source whatever, and deposit all such
money in the name of the Corporation in such banks, trust
companies or their depositories that shall be maintained by the
Corporation; (iii) disburse money on behalf of the Corporation
as per rules and regulations of the Corporation; and (iv) in
general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him/her by the President or by the Board of
Directors, including maintenance of the books of the
Corporation. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his/her
duties in such sum and with such surety or sureties as the Board
of Directors may determine. The Treasurer shall render to the
President and the Board of Directors at annual and regular
meetings of the Board of Directors, or whenever they may
require it, an account of all his transactions as Treasurer and of
the financial condition of the Corporation.
Section 7. Salaries: Officers may receive reasonable
compensation for services actually rendered as determined by
the Board of Directors.
Section 8. Chapter Presidents: (a)Each Zone shall have one or
more Chapters and each Chapter shall have at least one Chapter
President.




(b) Each Chapter President will be elected by the
corresponding chapter memebership.(c) Elections shall be
conducted by the corresponding zone Director (d) The Director
of the zone may propose himself/herself for the position of
Chapter President. (e) In unlikely event of having no candidate
for Chapter President, Director may nominate a member(s) for
this position. The name of the Chapter President shall be put
before the Board of Directors for information




(c) The term of office of the Chapter President shall be upto
two year with no term limit.
(d) The major responsibilities of the Chapter President shall be
to execute and implement the approved programs and policies
of the Corporation; and to provide leadership at the local level
for the purpose;
(i) to encourage and achieve full participation of the Chapter
biradari in such activities as membership drive, fund raising,
organizational elections, etc.,
(ii) to communicate to the Corporation office any news of
achievements or misfortunes of individual biradari members of
the Chapter with recommendations of action, if any,
(iii) to act as clearing house of information for the Corporation
at national level as well as the biradari forming the Chapter,
and
(iv) any other activities as assigned by the President or the
Board of Directors.


Section 9. Term: Each officer shall hold office until his/her
successor is duly elected or appointed, as the case may be, or
until his/her death, resignation, removal as per the bylaws.

Section 10. Vacancies: A vacancy in any office because of
death, resignation, removal, disqualification or any other cause
may be filled for the unexpired portion of the term by
nomination by the President with a majority vote taken by the
directors present at any regular or special meeting of the Board
of Directors or postal ballot.
Section 11. Subordinates: All officers, agents and employees,
other than those appointed by the Board of Directors, shall hold
office at the discretion of the officer appointing them. More
than one office may be held by one person.
                              Action                                    Justification of Action
ARTICLE VI OFFICERS OF THE CORPORATION
Section 6.1 The officers of the Corporation shall be a President,
Vice-President, Secretary, Treasurer
and Chapter Presidents.
Section 6.2 Executive Committee (EC)
 The Executive Committee (EC) of the Corporation shall be a
President, Vice-President, Secretary and the
Treasurer. The committee shall manage the day to day affairs
of the Corporation under the bylaws and rules and
regulations of the corporation. The Board of Directors may,
from time to time, prescribe qualifications for
officers of the Corporation.

                                                                    Moved to Appropriate
                                                                    Section
                                                                    Moved to Appropriate
                                                                    Section
Section 6.2.1 President
The President shall serve as the Chief Executive Officer of the
Corporation and also shall be the Chairman of the
Board of directors.The responsibilities of this committee shall
be to administer the operations of the KOA, under
the guidance of the President and in accordance with the
Bylaws of this corporation.
Section 6.2.1.1 Qualifications, Nominations and Election of the Revised
President
                      i. The nominated member at the time of
election shall be an Active Member of the Corporation in good
standing for at least three (3) previous consecutive years. The
nominated member shall also have served the Corporation at
chapter level as a Chapter President or/and as a Director of the
KOA Board for at least for one full term.
                     ii. The President's election and nomination
process shall be conducted by the Nomination and Election
Committee according to the Board approved nomination and
election procedure and guidelines. Any Active Member in
goodstanding can nominate any member who meet the
qualifications for the President. President shall be elected by a
majority vote of all the eligible members from all the KOA
Zones. Election and nominations shall be sought by postal or
electronic mail or as decided by the Nomination and Election
Committee with a simple majority approval of the Board.
                    iii. The President shall not be restricted to
serve only for the KOA. However, he or she shall not serve
concurrently on any other cultural, religious, or political
organization as an officer.
Section 6.2.2.2 Number and Term for The President                 Moved and revised
 A President shall be elected for a term of two years and can
server a maximum two (2) terms. Once The elected President
assumes office it shall be considered a full one term
irrespective of actual time served in that term.

                                                                Moved
Section 6.2.1.3 Role / Function of President                   Revised
 The President shall be the principal executive officer of the
Corporation and, subject to the control of
the Board of Directors. The responsibilities of the President
shall include but are not limited to the following:
i. Look after the interests of the KOA, and promote
relationships
and understanding with the community at large.
 ii. Provide policy, moral and thought leadership to the Board
of Directors.
 iii. Foster cooperation and shared understanding amongst
the Board of Directors.
 iv. Proactively help shape the agenda of the board meetings
for successful policy outcomes.
 v. Preside over all board meetings, unless specifically
delegated to the Vice-President for reason/s shared in writing
with the board.
vi. Nominate and select Program Directors for various
programs as
needed, per majority approval by the Board of Directors.
vii. Delegate / assign a board member to each of the KOA
programs in hand.
 viii. Remove Program Director/s for lack of performance (as
judged by the
President based on the Key Performance Indicator (KPI) non-
attainment, or the violation of the code of conduct).
ix. Ensure the proper implementation of the KOA Bylaws.
x. Develop and maintain President of the KOA, look after its New
Section 6.2.1.4 Vacancy of the assets
 A vacancy in President's role occurring during the year/term
due to death, resignation, removal or other cause, shall be
filled depending upon the unexpired time period of a term. If
the unexpired time period of the term is 12 months or more,
the Nomination and Election Committee shall conduct the
Nomination and Elections process within ninety (90) days from
the date of vacancy for a term of two years. If the unexpired
term is less than 12 months the vacancy shall be filled by the
Vice-President for the unexpired portion of the term.


Section 6.2.1.5 Compensation of President                      New
The President shall not receive any kind of compensation for
his/her services rendered to the KOA.

Section 6.2.1.6 Removal of President                            Revised
 The President can be removed from the office by submitting a
petition by at least three Directors to the Board on any of the
following specified grounds.
Section 6.2.2 Vice-President                                      Revised
The Vice President shall assist the President in the operation of
the Corportation and serve as as a member of the Executive
Committee.
                                                                  Moved




Section 6.2.2.1 Qualifications and Selection of the Vice-        Revised
President
The Vice-President shall be nominated by the President and
approved by a simple majority vote
of the Board of Directors. The Vice-President must be a
Director and the same person may not be President and Vice-
President.
Section 6.2.2.2 Number and Term for The Vice-President           Revised
There shall be no term limit.
Section 6.2.2.3 Role / Function of Vice-President                  Revised
 The responsibilities of the Vice-President shall be the same as
of other Board of Directors, plus the following:
 i. Assume the responsibilities as delegated by the President
from time to time,
ii. Assume the office of the President upon (1) written
delegation by the President (2) In the absence of the
President, or in the event of his death, resignation, inability or
refusal to act determined by two-thirds
(2/3rd) majority of the Board of Directors. The Vice-President
shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
iii. Call a Board meeting if majority of the Board of Directors
want to, but the President/Secretary cannot or do not respond
to such request.




Section 6.2.2.4 Vacancy of Vice-President                         Revised
 A vacancy in Vice-President's role occurring during the
year/term due to death, resignation, removal or other cause,
shall be filled by the recommendation of the President and
approved by a simple majority vote of the Board.



Section 6.2.2.5 Compensation of Vice-President                 Revised
 The Vice-President shall not receive any kind of compensation
for his/her services rendered to the KOA.
Section 6.2.2.6 Removal of Vice-President                        Revised
 The Vice-President can be removed by the President’s
proposal with the approval by a simple majority vote of the
Board. The Vice-President can also be removed from the office
on the following specified grounds by two third (2/3) majority
vote of the Board of Directors. Three board members can
submit a petition to the board for removal of the Vice-
President for the following reasons:
i. Allegations of fraud.
ii. Documented non compliance to the code of conduct /
Corporation Bylaws.
iii. Disruptive behavior and usage of foul language in open
forums and or in public against any member of the community
member.
iv. Unparliamentarily behavior in board meetings.
 v. Non attendance of the two (2) consecutive board meetings
without specific reason.
Such petition shall have complete supporting evidence and the
information and shall be delived to the Vice-President at the
same time when it is submitted to the Board. A special meeting
of the Board of Directors for this removal petition shall be
called by the President. Vice-President shall be give an
opportunity to defend the allegations and be allowed to
Section 6.2.3 Secretary                                          Revised
The Secretary shall assist the President in the operation of the
Corporation and serve as as a member of the Executive
Committee.
Section 6.2.3.1 Qualifications and Selection of the Secretary    Revised
The Secretary shall be nominated by the President and
approved by a simple majority vote of the Board of Directors.
The Secretary shall be a member in good standing and shall not
be a Director.

Section 6.2.3.2 Number and Term for The Secretary               Revised
There shall be no term limit.
Section 6.2.3.3 Role / Functions of Secretary                   Revised
 The Secretary shall be responsible to following:
i. Keep the minutes of the proceedings of the meetings of the
Board of Directors in one or more books provided for that
purpose.
ii. See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.
iii. Be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is
affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized.
iv. Keep a register of the post office address of each Director
which shall be furnished to the Secretary by such Director.
v. In general, perform all duties incident to the office of the
Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.




Section 6.2.3.4 Vacancy of Secretary                          Revised
 A vacancy in Secretary's role occurring during the year/term
due to death, resignation, removal or other cause, shall be
filled by the recommendation of the President and approved by
a simple majority vote of the Board.

Section 6.2.3.5 Compensation of Secretary                      Revised
The Secretary shall not receive any kind of compensation for
his/her services rendered to the KOA.
Section 6.2.3.6 Removal of Secretary                             Revised
The Secretary can be removed by the President’s proposal with
the approval by a simple majority vote of the Board. The
Secretary can also be removed from the office on the following
specified grounds by two third (2/3) majority vote of the Board
of Directors. Three board members can submit a petition to the
board for removal of: i. Allegations of fraud.
ii. Documented non compliance to the code of conduct /
Corporation Bylaws.
iii. Disruptive behavior and usage of foul language in open
forums and or in public against any member of the community
member.
iv. Unparliamentarily behavior in board meetings.
v. Non attendance of the two (2) consecutive board meetings
without specific reason.
Such petition shall have complete supporting evidence and the
information and shall be delived to the Secretary at the same
time when it is submitted to the Board. A special meeting of
the Board of Directors for this removal petition shall be called
by the President. Secretary shall be give an opportunity to
defend the allegations and be allowed to answers all
questions/clarifications from the Board. The removal motion
shall require approval of two-thirds (2/3) majority vote of the
Section 6.2.4 Treasurer                                          Revised
The Treasurer shall assist the President in the operation of the
Corportation and serve as as a member of the Executive
Committee.
ection 5.2.3.1 Qualifications and Selection of the Treasurer     Revised
The Treasurer shall be nominated by the President and
approved by a simple majority vote of the Board of Directors.
The Treasurer shall be a member in good standing and shall not
be a Director.

Section 6.2.4.2 Number and Term for The Treasurer               Revised
There shall be no term limit.
Section 6.2.4.3 Role/ Functions of Treasurer                      Revised
The responsibilities of the Treasurer shall be limited to the
following:
i. Have charge and custody of and be responsible for all funds
of the Corporation.
ii. Receive and give receipts for any money due and payable
to the Corporation from any source.
iii. If the donations received are for a specific KOA program or
for membership fees, the treasurer shall deposit all such money
in the name of the Corporation in such banks, trust companies
or their depositories that shall be maintained by the
Corporation.
iv. Disburse money on behalf of the Corporation as per rules
and regulations of the Corporation.
v. In general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him/her by the President or by the Board of
Directors, including maintenance of the books of the
Corporation.
Section 6.2.4.4 Vacancy of Treasurer                              Revised
A vacancy in Treasurer's role occurring during the year/term
due to death, resignation, removal or other cause, shall be
filled by the recommendation of the President and approved by
a simple majority vote of the Board.

Section 6.2.4.5 Compensation of Treasurer                        Revised
The Treasurer shall not receive any kind of compensation for
his/her services rendered to the KOA.
Section 6.2.4.6 Removal of Treasurer                             Revised
The Treasurer can be removed by the President’s proposal with
the approval by a simple majority vote of the Board. The
Treasurer can also be removed from the office on the following
specified grounds by two third (2/3) majority vote of the Board
of Directors. Three board members can submit a petition to the
board for removal of the Treasurer for the following reasons:
i. Allegations of fraud.
ii. Documented non compliance to the code of conduct /
Corporation Bylaws.
iii. Disruptive behavior and usage of foul language in open
forums and or in public against any member of the community
member.
iv. Unparliamentarily behavior in board meetings.
v. Non attendance of the two (2) consecutive board meetings
without specific reason.
Such petition shall have complete supporting evidence and the
information and shall be delived to the Treasurer at the same
time when it is submitted to the Board. A special meeting of
the Board of Directors for this removal petition shall be called
by the President. Treasurer shall be give an opportunity to
defend the allegations and be allowed to answers all
questions/clarifications from the Board. The removal motion
                                                                 Revised


Section 6.2.5 Chapter Presidents:                               Revised
Each Zone shall have one or more Chapters and each Chapter
shall have at least one Chapter President.
Section 6.2.5.1 Qualifications, Nominations and Selection of       Revised
Chapter Presidents:
The Chapter President shall be nominated by the chapter
community based on his/her contributions through
volunteering services and through charitable donations to the
KOA. The nominated member for the Chapter President shall
be a good standing membership of the Corporation for three
(3) years or more and living in the Chapter area. In unlikely
event of having no candidate for Chapter President, Director
may nominate a qualifing member for this position. Selection of
the Chapter President shall be through the following:
i. Show of hands at any locally organized gathering/get-
together.
ii. Electronic ballot organized by the zone director or the zone
appointed Nomination and Election Committee for the chapter.
The name of the Chapter President shall be put before the
Board of Directors for information. If the Director is a candidate
for the Chapter President, then the Corporation President shall
desginate a Chapter member to conduct Chapter elections.




Section 6.2.5.2 Number and Term for Chapter Presidents:          Revised
The term of the Chapter President shall be for at least one year
and there shall be no term limit.

Section 6.2.5.3 Compensation for Chapter Presidents:           Added
 The Chapter President shall not receive any stated salary for
his/her services rendered to the KOA .
Section 6.2.5.4 Vacancy of Chapter Presidents:
A vacancy in Chapter President's role occurring during the
year/term due to death, resignation, removal or other cause,
shall be filled by the recommendation of the Zone Director for
the remaining time period of the term.
Section 6.2.5.5 Role / Function of Chapter Presidents:          Revised
a. The Chapter President shall be to execute and implement the
approved programs and policies of the Corporation; and to
provide leadership at the local level and;
i. Encourage and achieve full participation of the Chapter
members in such activities as membership drive, fund raising,
organizational elections, etc.
ii. Encourage and achieve full participation of the Chapter
members in the local cultural/religious calibrations.
iii. Communicate to the Corporation office any news of
achievements or misfortunes of individual members of the
Chapter with recommendations of action, if any.
iv. Act as clearing house of information for the Corporation at
national level as well as the members forming the Chapter.
v. Build and maintain the chapter directory, for local use and
providing input to update the national directory.
vi. Any other activities as assigned by the President or the
Board of Directors.




Section 6.2.5.6 Removal of Chapter Presidents:                  Added
Any Chapter President found negligent in executing his/her
duties may be removed by a simple majority vote of member in
good standing of the chapter community. The petition for the
removal of the Chapter President shall be signed by at least 10
members in good standing of the Chapter membership and
sumbitted to the corresponding Zone Director and to the
Corporation President. A special meeting for voting of the
members in good standing of the Chapter membership shall be
called by the corresponding Zone Director. Chapter President
shall be provided with the copy of the petition at the same
time when submitted to the Director and shall be give
opportunity to present his/her case at the meeting. If the
Chapter President and the Zone director is the same person,
then the Corporation President shall desginate a Chapter
member to conduct the meeting and the voting for the removal
process.


                                                               Revised


                                                               Revised
Combined other Section
and revised text to provide
detailed information and all
relevent information is
combined together in one
section.




To provide additional
information for the tem.




Combined with the
previous section for
consistency purposes.
Provided details about the
responsibility of the
President.




Comined information from
other section and provided
clarification.




Created new sections for all
the relevent information
Created new sections for all
the relevent information


Added intot he relevent
section




Created new sections for all
the relevent information




Created new sections for all
the relevent information
Created new sections for all
the relevent information




Created new sections for all
the relevent information




Created new sections for all
the relevent information
Created new sections for all
the relevent information




Created new sections for all
the relevent information


Created new sections for all
the relevent information




Created new sections for all
the relevent information
Created new sections for all
the relevent information




Created new sections for all
the relevent information




Created new sections for all
the relevent information
Created new sections for all
the relevent information




Created new sections for all
the relevent information



Created new sections for all
the relevent information




Created new sections for all
the relevent information
Created new sections for all
the relevent information




Created new sections for all
the relevent information




Created new sections for all
the relevent information
Created new sections for all
the relevent information




Created new sections for all
the relevent information

No text change except the
Section No.
Provided details about the
responsibility of the
President.




Changed years in a term to
incorporate minimum time
period rather than a fixed
two years.
To provide information on
the compensation
No text change except the
Section No.




To provide details of the
removal process.




Created new sections for all
the relevent information

Created new sections for all
the relevent information
                          Current Version of By-laws




ARTICLE VII. MEETINGS.
                         Section 1. Place of Meeting: Any or all meetings of
                         members and/or Board of Directors of this Corporation
                         may be held within or outside the State of Maryland. A
                         meeting may be held at a place other than the registered
                         office of the Corporation, i.e., 9300, Cedercrest Drive,
                         Bethesda, Maryland 20814 if proposed by the President
                         and approved by the Board of Directors.
Section 2. Annual Meeting of the Members: An annual
meeting of the members shall be held each year.




Section 3. Notice of Annual Meeting: The notice of the
time and place of the annual meeting of members shall be
given to the members through the Corporations News
Letter or another form of mailing, mailed at least 21 days
prior to the date of meeting.
Section 4. Delayed Annual Meeting: If, for any reason, the
annual meeting of the members is not held on the day
designated as per provisions hereinabove, such meeting
may be called and held as a special meeting, and the same
proceedings may be held there as at an annual meeting,
provided the notice of such meeting shall be given in the
same manner as provided in section 3 of this Article.

Section 5. Special Meeting of Members: A special
meeting of the members may be called at any time by (i)
agreement of two-thirds of the members entitled to vote,
(ii) the President, and in the absence of the President, by a
majority of the Board of Directors. The person or persons
calling the special meeting shall select the meeting place.


Section 6. Notice of Special Meeting of Members: At least
30 days prior to the date fixed for special meeting of
members, written notice of the time, place and purpose of
such meeting shall be mailed to each member entitled to
vote at such meeting. Any business not mentioned in the
notice shall not be transacted at such meeting.


Section 7. Organization Meeting of Board: The President
of the Corporation shall convene a meeting for the purpose
of electing officers and transacting any other business
properly brought before it as soon as feasible after the
annual elections. The meeting may be convened by tele-
conference. In case of a change, the outgoing President
shall introduce the incoming President after the meeting is
called to order and formally hand over the office.
Section 8. Regular Meetings of the Board: Regular
meetings of the Directors may be held on a date or dates
and at a time or times to be designated from time to time
by resolution of the Board of Directors (without further
notice to the Directors), at such place or by tele-
conference as may be determined from time to time by the
Directors.




Section 9. Special Meetings of the Board: Special
meetings of the Board of Directors may be called at any
time by the President, and in the absence of the President,
by a majority of the Board of Directors. The person or
persons calling the meeting shall select date, time ,
mode(in person or tele-conference) and place of the
meeting.

Section 10. Notice of Special Meetings: Notice of any
special meetings shall be given personally or by mail,
cable, cablegram, telex, telegraph or FAX to each Director
not less than seven days prior to meeting and, if mailed,
such notice shall be directed to each of the Directors at his
residence or business address as it appears in the records
of the Corporation.




Section 11. Waiver in Writing: Any Director may, insofar
as he/she is concerned, waive notice of any meeting by
execution of a written waiver.
Section 12. Waiver by Attendance: Any Director who
attends a meeting shall be deemed to have had timely and
proper notice of the meeting unless he/she attends for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.

Section 13. Action Without Meeting: Any action which
may be taken at a meeting of the Board of Directors may
be taken without a meeting if a consent in writing, setting
forth the actions to be taken, is signed either before or
after such action by all the Directors.




Section 14. Action By Conference Call: Any Director may
participate in a Board of Directors' meeting by means of a
Conference by telephone or similar communications
equipment whereby all persons participating in the
meeting can hear each other. Participation by such means
shall constitute presence in person at such meeting. When
meeting is conducted by means of a conference telephone
or similar communications equipment, a written record
shall be made of the action taken at such meeting.
Proposed By-laws                                                                     Action


ARTICLE VII: SPECIAL COMMITTEES                                            Added

Section 7.1 Nomination and Election Committee (NEC):                Revised
A Nomination and Election Committee (NEC) of three members
with a designated chairperson shall be proposed by the President
and approved by the Board of Directors by a simple majority. The
secretary of the Corporation shall be an ex-officio member of the
committee. The committee shall be appointed for a period of two
years and shall conduct all elections during that time period. The
Nomination and Election Committee shall ensure that the
nominated candidates are eligible to seek positions on the Board /
Advisors in accordance with the Bylaws and conduct the
nomination and election process according to the board approved
guidelines and process. Elected members cannot be a member of
the committee and any member of the committee who is a
candidate for election shall automatically cease to be a member of
the committee. The President may propose a replacement for such
member for approval of the board. The replacement shall be
appointed for the rest of the term. The Nomination and Election
Committee may conduct elections by US Postal mail or
electronically feasible voting options available at the time. The
results of all the elections shall be made available to the members
Section 7.2 Bylaws Review Committee:                                Revised
The Bylaws Review Committee (BLRC) of three (3) members with a
designated chairperson shall be proposed by the President and
approved by the Board of Directors of the corporation by a simple
majority. This committee shall be appointed for a period of two
years and shall perform the review and evaluation of the proposed
amendments to the Bylaws and make recommendations to the
Board of Directors. Committee shall provide the current form of
the by-laws, proposed amendment, and justification of the
proposed amendment for each proposed amendment.


ARTICLE VIII. MEETINGS.
Section 8.1. Place of Meeting: Any or all meetings of members and/or       Revised
Board of Directors of this Corporation may be held within or outside the
State of Maryland. A meeting may be held at a place other than the
registered office of the Corporation, if proposed by the President and
approved by the Board of Directors.
Section 8.2 General Body Meeting: An annual general body             Revised
meeting of the members shall be held in person at least once per
calendar year. The notice of the time and place of the annual
meeting of members shall be given to the members through the
Corporations Newsletter or another form of mailing, mailed at
least thirty (30) days prior to the date of meeting.

                                                                     Moved




Section 8.3 Delayed Annual Meeting: If, for any reason, the annual Revised
meeting of the members is not held on the day designated as per
provisions hereinabove, such meeting may be called and held as a
special meeting, and the same proceedings may be held there as at
an annual meeting, provided the notice of such meeting shall be
given in the same manner as provided in Section 8.5 of this Article.

Section 8.4 Special Meeting of Members:                           Revised
A special meeting of the members may be called at any time by (i)
agreement of two-thirds (2/3rd) of the members entitled to vote,
or (ii) the President, and in the absence of the President, by a
majority of the Board of Directors. The person or persons calling
the special meeting shall select the meeting place.

Section 8.5 Notice of Special Meeting of Members:                     Revised
At least thirty (30) days prior to the date fixed for special meeting
of members, written notice of the time, place and purpose of such
meeting shall be mailed to each member entitled to vote at such
meeting. Any business not mentioned in the notice shall not be
transacted at such meeting.

                                                                     Moved
Section 8.6 Regular Meetings of the Board                            Revised
The regular meetings of the Board of Directors shall be held at such
places, within or without the State of Maryland, and on such days
and at such times as shall be fixed from time to time by the Board
of Directors. The meetings may also be held by means of
telephone conference or similar communication system whereby
all persons participating in the meeting can hear each other, and
participation in a meeting in this manner shall constitute presence
in person at the meeting. A minimum of four (4) meetings shell be
held per calendar year.

Section 8.7 Rules & Regulations                                     Added
All the meetings of the corporation shall be held per these sets of
bylaws and as per non-profit organizations laws and regulations of
Maryland. The “Robert’s Rules of Order” shall be the official rules
of conducting the meetings for the conduct of such meetings shall
be adopted by resolution of the Board of Directors. Notice of such
regular meetings need not be given. The act of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, unless the act of a greater
number is required by the Articles of Incorporation or these
bylaws.

Section 8.8 Special Meetings of the Board: Special meetings of the Revised
Board of Directors may be held via teleconference or at a place
and time, within or outside the State of Maryland, upon the call by
the President or by a majority of the Board of Directors. The
person or persons calling the meeting shall select date, time, mode
in person or tele-conference and or place of the meeting.

Section 8.9 Notice of Special Meetings:                                Revised
Notice of any special meetings shall be given personally or by
electronic mail, cable, cablegram, telex, telegraph or FAX to each
Director not less than seven (7) days prior to meeting and, if
mailed, such notice shall be directed to each of the Directors at his
residence or business address as it appears in the records of the
Corporation. Delivery is completed upon receipt by the director
through any of the aforementioned means except when delivery of
notice is by U.S. Postal Service or private parcel carrier service, in
which case, delivery shall be completed upon delivery of the notice
to the director's last known home address.

Section 8.10 Waiver of Meeting Notice in Writing:                     Revised
Any director may insofar as he/she is concerned waive notice of
any meeting by execution of waiver through a written letter or
email.
Section 8.11 Waiver of Meeting Notice by Attendence:                Revised
Attendance of a director at any meeting shall constitute an
acceptance of timely and proper notice of the meeting except
where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is
not lawfully called or convened.
Section 8.12 Action without Meeting                                 Revised
Any action which may be taken at a meeting of the Board of
Directors may be taken without a meeting if majority consent in
writing, setting forth the actions to be taken, is signed either
before or after such action by all the Directors.
Note: e-mail from a registered account with KOA shall be treated
same as postal delivery of the letter.

Section 8.13 Action By Conference Call:                          Revised
Any Director may participate in a Board of Directors' meeting by
means of a Conference by telephone or similar communications
equipment or any other acceptable means that constitute a
communication tool and whereby all persons participating in the
meeting can hear each other. Participation by such means shall
constitute presence in person at such meeting. When meeting is
conducted by means of a conference telephone or similar
communications equipment, a written record shall be made of the
action taken at such meeting.
      Justification of Action


Separate Article for the
Committees
Moved from another sectiona
nd revised to provide more
details.




Moved from another sectiona
nd revised to provide more
details.




Changed Section No. but no
change in the text
Revised text and combined
next section to provide more
explanation. Changed notice
of 21 days to 30 days.




Changed Section No. but no
text was revised.




Changed Section No. but no
text was revised.




Changed Section No. but no
text was revised.




Added into other sections.
Changed Section No. and
revised text to provide more
information on the process
and number of meetings.




Provide details on the rules
and regulations for various
meetings conducted by the
Corporation




Revised Section No. and text
to provide more details.




Revised Section No. and text
to provide more details.




Revised Section No. title but
no text was revised.
Revised Section No. title and
text.




Revised Section No. and text
to provide validity of email
usage.




Revised Section No.
                       Current Version of By-laws


ARTICLE VIII QUORUM.
                              Section 1. Quorum of Members: Members present
                              at a meeting, after due notice thereof has been
                              given, shall constitute the quorum to conduct the
                              business provided two members of the Board still
                              in office are present.

                              Section 2. Quorum of Directors: 50% (fifty
                              percent) of the Board members shall constitute a
                              quorum for a Board of Directors' meeting.

                              Section 3. Quorum Requirement: No business
                              shall be conducted at any meeting of Board of
                              Directors unless a quorum is present.
                              Section 4. Adjournment: The Directors present at
                              the time and place of any regular or special
                              meeting which has been properly called on due
                              notice, although less than a quorum, may adjourn
                              the meeting from time to time without further
                              notice until a quorum shall attend, and thereupon
                              any business may be transacted which might have
                              been transacted at the meeting as originally called
                              had the same been then held.
ARTICLE X POWER OF BOARD
TO BORROW MONEY.
                            Section 1. The Board of Directors shall have full
                            power and authority to borrow money for the
                            general interest of this Corporation, whenever in
                            the Board's discretion it is required. Accordingly,
                            the Board of Directors may authorize the proper
                            officers of this Corporation to make, execute and
                            deliver in the name and on behalf of this
                            Corporation such notes, bonds, or other evidence
                            of indebtedness the Board shall deem proper, and
                            the Board shall have the full power to mortgage
                            the property of this Corporation, or any part
                            thereof, as security for such indebtedness. No
                            action on the part of the membership of this
                            Corporation shall be a requisite to the validity of
                            any such note, bond evidence of indebtedness or
                            mortgage.



ARTICLE IX CONTRACTS ETC.
                            Section 1. Contracts: The Board of Directors may
                            authorize any officer or officers or agent or
                            agents, to enter into any contract or execute and
                            deliver any instrument in the name of and on
                            behalf of the Corporation, and such authority may
                            be general or confined to specific instances.

                            Section 2. Checks, Drafts, etc.: All checks, drafts
                            or other orders for payment of money, notes and
                            other evidence of indebtedness issued in the name
                            of the Corporation shall be signed by the
                            President or Treasurer and/or such other officer or
                            officers or agent or agents of the Corporation and
                            in such manner as shall from time to time be
                            determined by resolution of the Board of
                            Directors.

                            Section 3. Deposits: All funds received by the
                            Corporation and not otherwise utilized shall be
                            deposited from time to time to the credit of the
                            Corporation in such banks, trust companies or
                            other depositories as the Board of Directors may
                            select, and shall be subject to withdrawal on
                            written order of such person or persons as may be
                            designated and authorized by the board of
                            Directors.
                            Section 4. Bonds: The Board of Directors may
                            require any officer, agent or employee of the
                            Corporation to give a bond to the Corporation,
                            conditioned upon the faithful discharge of his/her
                            duties, with one or more sureties and in such
                            amount as may be satisfactory to the Board of
                            Directors.
Section 5. Books and Records: The Corporation
shall keep correct and complete books and records
of the accounts and shall also keep minutes of the
proceedings of the meetings of its Board of
Directors, and shall keep at the registered or
principal office a record giving the names and
addresses of the Board of Directors and officers of
the Corporation. All books and records of the
Corporation may be inspected by any Director,
his/her agent or attorney for any proper purpose at
any reasonable time.
Proposed By-laws                                                                    Action


Section 8.14
Section8.14.1 Quorum of Members                                           Revised
Members present at a meeting, after due notice thereof has been
given, shall constitute the quorum to conduct the business provided
two members of the Board still in office are present.

Section 8.14.2 Quorum of Directors                                        Revised
Fifty percent (50%) of the Board members shall constitute a quorum
for a Board of Directors' meeting.
Section 8.14.3 Quorum Requirement                                     Revised
No business shall be conducted at any meeting of Board of Directors
unless a quorum is present.
Section 8.14.4 Adjournment                                            Revised
The Directors present at the time and place of any regular or special
meeting which has been properly called on due notice, although less
than a quorum, may adjourn the meeting from time to time without
further notice until a quorum shall attend, and thereupon any
business may be transacted which might have been transacted at the
meeting as originally called had the same been then held.


ARTICLE IX: FINANCE                                                       Added


Section 9.1 Payments:
 No part of the assets or earnings of the Corporation shall be used for
the personal gain of its member(s). The Executive Committee shall be
authorized to sanction payment of reasonable compensation for
tangible services and costs. All expenses incurred shall be reported to
the Executive Committee and summarized at least quarterly to the
Membership. The financial statements shall be prepared in generally
acceptable accounting practices.

Section 9.2 Asset:
 Assets of the Corporation shall vest with the KOA. Any member or
members, working on behalf of the Corporation within the scope and
frame work of these Bylaws, shall not be individually or collectively
liable, in the event of any accidental damage or absence of fraudulent
and gross negligent behavior.

Section 9.3 Liabilities:
The Corporation shall be held harmless and free of any liens from
debt or other liabilities incurred by any member unless previously
authorized by the general body.
Section 9.4 Fiscal Year:
 The fiscal year shall be from January 1 to December 31.
Section 9.5 Financial Records:
Updated financial records and registers of the Corporation shall be
available with the Executive Committee at all times. These reports
shall be available to any member of the Corporation within one (1)
month after the request is submitted to the treasurer for the same.
The financial status, (balance sheet, income and loss statement with
reasonable details and assumptions) of the Corporation and list of
members in good standing shall be maintained for at least seven (7)
years for audit purposes.
All previous records shall be handed over to the newly elected
Executive Committee within three months after the election of new
executive committee. The previous administration shall be
responsible for all the unfinished transactions and or filling for the
taxes of the Corporation for the period of their administration.
In case of default or special situation, the newly elected Executive
Committee shall be entitled to take over all records and report the
specific circumstances to the general body within six (6) month after
the new administration assumed the office.
Financial status of each project (as defined in the Bylaws) shall be
presented to the general body by the Executive Committee in each of
its scheduled business meetings.
 Financial records shall be audited by the complaisance and audit
Section 9.6 New Programs/Projects
 The Executive Committee shall be responsible for preparing a budget,
outlining the required funds, source of funds, and schedule of
expenditures for new programs/projects as developed by the
Corporation. This budget shall be presented to the Presenting a plan
to generate the required resources including ways and means for the
funds, for handling the Project overruns, if any.

Section 9.7 Asset Management
 The Executive committee and Board of Directors shall periodically
review the soundness of asset management and endeavor to obtain
the best return.
Section 9.8 Power to Borrow:                                            No Change
The Board of Directors shall have full power and authority to borrow
money for the general interest of this Corporation, whenever in the
Board's discretion it is required. Accordingly, the Board of Directors
may authorize the proper officers of this Corporation to make,
execute and deliver in the name and on behalf of this Corporation
such notes, bonds, or other evidence of indebtedness the Board shall
deem proper, and the Board shall have the full power to mortgage the
property of this Corporation, or any part thereof, as security for such
indebtedness. No action on the part of the membership of this
Corporation shall be a requisite to the validity of any such note, bond
evidence of indebtedness or mortgage.




ARTICLE X Contracts, Checks, Deposits and Funds
Section 10.1 Contracts                                                      Revised
Subject to the Executive Committee’s approval, the President may
authorize any officer(s), or its agent(s), to enter into any contract or
execute and deliver any instrument in the name of the Corporation.
Such authority may be general or confined to specific instances.

Section 10.2 Checks, drafts, etc                                        Revised
All checks, drafts, or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Corporation,
shall be signed by the President or Treasurer, or the designee, subject
to the limitations imposed in the Bylaws.




Section 10.3 Deposits                                                       Revised
All funds of the Corporation shall be deposited as quickly as possible
to the credit of the Corporation.




Section 10.4. Bonds: The Board of Directors may require any officer, agent or Revised
employee of the Corporation to give a bond to the Corporation, conditioned
upon the faithful discharge of his/her duties, with one or more sureties and in
such amount as may be satisfactory to the Board of Directors.
Section 10.5 Gifts                                                           Added
The Executive Committee may accept, on behalf of the Corporation, a
contribution, gift, or bequest for any special purpose of the Corporation.

Section 10.6 Books and Records                                       Revised
The Executive Committee shall keep up to date records in the account
books and of minutes of all the meetings of its general body and its
own. All books and records of the Corporation may be inspected by
any member, for any proper purpose, at any reasonable time.




Section 10.7 Recognition                                                     Added
The Executive Committee, with the two third (2/3rd) majority
approval of the Board of Directors, may adopt special types and
categories of members in recognition of the special services,
contributions and other meaningful considerations.
ARTICLE XI KOA PROGRAMS                                                      Added


Section 11.1 Programs:
The mission of the Corporation shall be served via initiating /
maintaining various programs as approved by the majority Board of
Directors.
Section 11.2 Program Performance:
All programs shall be documented and shared transparently through
the Board of Directors to the membership, including but not limited to
the following aspects: (a) Program Objectives, Key Performance
Indicators, and milestones, (b) Donations received, basic details of
each beneficiary, benefits provided and the planned end date for
each, (c) Selection criteria for beneficiaries, and (d) Quarterly updates
on the above.

Section 11.3 Acceptance conditions for donations and fees:
KOA shall accept donations for approved programs, and as fees for
membership. The donors shall be made aware of current programs at
the time of soliciting and/or accepting donations.
        Justification of Action




Revised Section No. but no text
change




Revised Section No. but no text
change


Revised Section No. but no text
change

Revised Section No. but no text
change




New Article provides details on
the Finance dealings for the
Corporation
Revised Section No. and text to
provide details.




Revised Section No. and text.




Revised Section No. and text to
keep it simple.




Revised Section No. but no text
change
To provide fexibility to the
Corporation for accepting gifts to
promote programs.
Revised Section No. and revised
text to provide clear description.




Allow corporation to schedule
recoginitions.




New Article provides details on
the programs dealings for the
Corporation
                   Current Version of By-laws


ARTICLE XI
AMENDMENT OF BY-
LAWS




                   Section 1: Initiation. Amendments to the Bylaws may be
                   initiated by the Executive Committee or by written petition to
                   the Executive Committe by at least 50 eligible members, or by
                   any Board member.



                   Section 2. Review. The Corporation President shall propose a
                   review committee of three members to the board for approval.
                   This review team will review each proposed amendment to the
                   bylaws and develop recommendations to the Board.




                   Section 3. Vote by Board. The Review Committee
                   recommendations will be mailed to all board members by the
                   Corporation Secretary at least fifteen days before the meeting of
                   the board for vote on the recommendations. If two thirds of the
                   board votes in favour of the amendments to the bylaws then
                   Executive Committee will prepare the notice of amendments for
                   general voting.




                   Section 4. Notice: Notice of proposed amendments shall be sent
                   to the eligible members of the Corporation in writing at least
                   thirty days before the amendments are to be voted upon at a
                   Corporation meeting or at least thirty days before the due date
                   for return of a mail ballot on the amendments. The notice shall
                   include text of each bylaws that is proposed to be amended, the
                   text of proposed amendment, justification of the amendment,
                   recommendation of the review committe, date and method of
                   voting for proposed amendments.
                Section 5. Voting, majority requirements, and effective date:
                These by-laws may be amended, altered, added to or repealed
                by the affirmative vote of a majority of the members entitled to
                vote at any regular or special meeting or postal ballot of the
                members if notice of the proposed amendment, alteration,
                addition or repeal be contained in the notice of the meeting.
                Members shall be informed of the results of the ballot through
                the Corporation New Letter. Proposed amendemnts shall
                become effective upon approval unless a later effective date is
                specified in the amendment notice.




ARTICLE XII
MISCELLANEOUS
PROVISIONS
                Section 1. Fiscal Year: The fiscal year of the Corporation shall
                begin on the first day of January and end on thirty-first day of
                December each year.
                Section 2. Seal: The seal of the Corporation shall be in the form
                of a circle and bear the name of the Corporation and the words
                "Corporate Seal-1982-State of Maryland".
Section 3. Indemnification: The Corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he/she was a Director,
officer, employee, or the agent of the Corporation, or is or was
serving at the request of the Corporation and the Director,
officer, employee or agent of another Corporation, partnership,
joint-venture, trust or other enterprise, against expenses
(including attorney's fees), judgements, fines and amounts paid
in settlement by him/her in connection with such action, suit or
proceeding to the full extent permitted by the laws of the State
of Maryland. Expenses incurred in defending a suit, proceeding
or civil or criminal action shall be paid by the Corporation in
advance of the final disposition of such action, suit for
proceeding to the extent, if any, authorized by the Board of
Directors, in accordance with the provisions of the laws of the
State of Maryland, upon receipt of an undertaking by and on
behalf of the Director, Officer, employee or agent to repay such
amount unless it shall ultimately be determined that he/she is
entitled to be indemnified by the Corporation.




Section 4. Repeal and Saving: (i) The Kashmiri Overseas
Association, Inc. By-Laws, 1991 as amended to date are hereby
repealed with effect from the date these By-laws become
effective as provided for in Article XI Section 5. (ii)
Notwithstanding such repeal, anything done or any action taken
or purported to have been done or taken (including any
notification, inspection, order or notice made or issued, or any
appointment, confirmation or declaration made or any
permission, authorization or exemption granted or any
document or instrument executed or any direction given or any
proceeding taken or any account in any bank, trust companies or
other depositories maintained) under the By-Laws hereby
repealed shall, insofar as it is not inconsistent with provisions of
these By-Laws, be deemed to have been done or taken under the
corresponding provisions of these By-Laws.
Proposed By-laws                                                  Action   Justification of Action


ARTICLE XII AMENDMENTS OF BYLAWS


Section 12.1 Proposals for Amendments                 Added                Defines the
Any amendments, modifications, or changes to these                         responsibility for
Bylaws shall be proposed by the Bylaws Review                              proposing the
Committee.                                                                 changes
Section 12.2 Initiation:                              Revised              Revised section
Amendments to the Bylaws may be initiated by the                           No. but no text
Bylaws Review Committee or by written petition to the                      change
Bylaws Review Committee by at least 50 eligible
members, or by a majority of Board members.

Section 12.3 Review:                                Revised                Revised Section
The Bylaws Review Committee shall review and                               No. and text to
evaulate the proposed amendment to the Bylaws and                          provide detailed
provide detailed information with recommendation to                        information of
the Board.                                                                 the review
                                                                           process.

Section 12.4 Vote by the Board:                         Revised            Revised Section
The Bylaws Review Committee recommendations shall                          No. and no text
be provided to all board members by the Corporation                        was changed.
Secretary at least seven days before the meeting of the
board for vote on the recommendations. If two thirds
of the board votes in favor of the amendments, the
same shall be forwarded to the General Body for their
vote.

Section 12.5. Notice:                                   Revised            Revised Section
Notice of proposed amendments shall be sent to the                         No. and no text
eligible members of the Corporation in writing at least                    was changed.
thirty days before the amendments are to be voted
upon at a Corporation meeting or at least thirty days
before the due date for return of a mail ballot on the
amendments. The notice shall include text of each
bylaws that is proposed to be amended, the text of
proposed amendment, justification of the amendment,
recommendation of the review committe, date and
method of voting for proposed amendments.
Section 12.6 Voting, majority requirements, and           Revised   Revised Section
effective date:                                                     No. and no text
These by-laws may be amended, altered, added to or                  was changed.
repealed by the affirmative vote of a majority of the
members entitled to vote at any regular or special
meeting or postal ballot, electronic voting or voice vote
of the members if notice of the proposed amendment,
alteration, addition or repeal be contained in the notice
of the meeting. General body shall be provided with
the Members shall be informed of the results of the
ballot through the Corporation News Letter. Proposed
amendments shall become effective upon approval
unless a later effective date is specified in the
amendment notice.


Section 12.7 The Official Language:                      Added      Describes the
The official language of the Corporation shall be                   offical language
English. All the proceedings and records shall be in
English.

ARTICLE XIII MISCELLANEOUS PROVISIONS


                                                         Moved      Moved to Finance
                                                                    Section

Section 13.1 Seal:
The seal of the Corporation shall be in the form of a
circle and, bear the name of the Corporation with the
words "Corporate Seal-1982-State of Maryland".
Section 13.2 Indemnification:
The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he/she was a
Director, officer, employee, or the agent of the
Corporation, or is or was serving at the request of the
Corporation and the Director, officer, or employee of
the Corporation, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement
by him/her in connection with such action, suit or
proceeding to the full extent permitted by the laws of
the State of Maryland. Expenses incurred in defending
a suit, proceeding or civil or criminal action shall be
paid by the Corporation in advance of the final
disposition of such action, suit for proceeding to the
extent, if any, authorized by the Board of Directors, in
accordance with the provisions of the laws of the State
of Maryland, upon receipt of an undertaking by and on
behalf of the Director, Officer, or employee to repay
such amount unless it shall ultimately be determined
that he/she is entitled to be indemnified by the
Corporation.
Section 13.3 Repeal and Savings:                         Revised   Revised Section
The Kashmiri Overseas Association, Inc. Bylaws, 1996               No. and the year
as amended to date are hereby repealed with effect                 of amendmets.
from the date these Bylaws become effective as
provided for in Article XIV, Section 14.6.
Notwithstanding such repeal, anything done or any
action taken or purported to have been done or taken
(including any notification, inspection, order or notice
made or issued, or any appointment, confirmation or
declaration made or any permission, authorization or
exemption granted or any document or instrument
executed or any direction given or any proceeding
taken or any account in any bank, trust companies or
other depositories maintained) under the Bylaws
hereby repealed shall, insofar as it is not inconsistent
with provisions of these Bylaws, be deemed to have
been done or taken under the corresponding
provisions of these Bylaws.

				
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