THE INDIA ASSOCIATION OF MANITOBA INC.

P.O. BOX 1794

WINNIPEG, MANITOBA

CANADA. R3C 3R1

A non-profit Cultural and Charitable Organization

Devoted to Cultures, Customs,

Art, Crafts and Dances of India

(Founded in 1965)

THE CONSTITUTION

Revised in February, 2007.

REVISED BY-LAWS # 5/2007

OF

THE INDIA ASSOCIATION OF MANITOBA INC.

The Constitution

THE INDIA ASSOCIATION OF MANITOBA INC.
ASSOCIATION DE L’INDE DU MANITOBA INC.

REVISED BY-LAWS # 5/2007.

MISSION: TO PROMOTE HARMONY AND INTEGRATION OF VARIOUS RELIGIOUS AND MULTI CULTURAL GROUPS FROM INDIA TO WORK TOGETHER IN PRESERVING AND TEACHING INDIAN CULTURE WHICH INCLUDES DANCE, MUSIC/INDIAN MUSICAL INSTRUMENTS, ART AND INDIAN LANGUAGES. THE CULTURE ALSO ENCOMPASSES ASSISTING ANY COMMUNITY IN THE WORLD AFFECTED BY DISASTERS AND CALAMITIES.

BE IT ENACTED AND IT IS HEREBY ENACTED AS BY-LAWS OF THE INDIA

ASSOCIATIO OF MANITOBA INC. (hereafter called “the association”)

ARTICLE 1: NAME

The name of the Association shall be THE INDIA ASSOCIATION OF MANITOBA INC.

ARTICLE 2: HEAD OFFICE

The head office of the Association shall be at the residence of the President or at such a place in the Province of Manitoba as the Board of Directors of the Association may from time to time decide.

ARTICLE 3: FISCAL YEAR

Fiscal year for accounting and auditing purposes shall be from January 1st. to December 31st. of every year.

ARTICLE 4: AIMS AND OBJECTIVES

4.1 To preserve and teach Indian culture, philosophy and traditions for the benefit of the community at large. Indian culture, philosophy and traditions identifies the age old basic principle of giving helping hand and nonviolence

4.2 To encourage and teach Indian dances, Music/Musical Instruments and art to those who are interested.

4.3 To hold language classes to teach Hindi and other relevant languages Prevalent in India.

4.4 (a) To help new comers, especially, of Indian origin in Manitoba and make efforts to adjust them to their new environment which includes holding classes for English as a Second Language (b) To assist them in the area of their employment.

4.5 To support Cricket the popular Indian National sport and to teach techniques of playing cricket in order to encourage youths to take active part.

4.6 To assist any community in the world for any disaster and calamities in humanitarian ways.

4.7 The association shall be nonreligious and apolitical.

ARTICLE 5: MEMBERSHIP

5.1 Membership of the Association shall be open, subject to the approval of the Board of Directors, to any person of the full age of 18 years or more residing in Manitoba who subscribes to the aims and objectives of the association.

5.2 Categories of the membership:

(a) Regular membership shall be as described in Article # 5.1

(b) Family membership shall include children under the age of eighteen years with a provision that both the spouses shall have voting rights.

(c) Student membership shall be open to persons who are full time students registered at recognized educational institutions and are over 18 years of age. Student members shall have voting rights.

(d) Senior Membership: Members, who are 65 years of age and over, shall be considered senior members with voting rights.

(e) Life members: Those members in good standing who donate $100 to the Association, subject to the approval of the Board of Directors, shall be made Life Members with a voting right.

(f) Honorary Membership: The Board of Directors shall have the right to grant an honorary membership without any voting right for a period of one year to any deserving person who has served the interests of the Association.

5.3 Membership Fees: The membership fees shall be as follows:

(a) Regular Membership Fee: The sum of $10.00 per year per member.

(b) Family Membership: The sum of $15.00 per annum per family. A Child, who is 18 years and older, shall either pay a regular membership fee or a student membership fee as per the article # 5.3 subsection (a) or (c).

(c) Student Membership: The sum of $5.00 per year for a bonafide student.

5.3 (d) Senior Membership (65 years and older): The sum of $5.00 per year per senior couple and both husband and wife shall have voting rights.

5.4 The Board of Directors may from time to time establish membership fees which shall be ratified at the next Annual General Meeting (AGM) by a simple majority vote. The Constitutional clause of amendment stated in Article # 16 shall not apply in this case.

5.5 Termination of the membership. A member ceases to be the member of the Association:

(i) if he gives notice in writing to resign,

(ii) if he does not pay his membership dues by the end of August of each year &

(iii) if at a general body meeting of the members, a resolution is passed by the three quarters (75%) votes of the members present at the meeting that he be removed. The Board of Directors may refer removal of such a member to a general body meeting.

ARTICLE 6: BOARD OF DIRECTORS

6.1 The affairs of the Association shall be managed by a Board consisting of not more than thirteen (13) Directors. The Board of Directors (herein after referred to as “The Board”) shall include the following six (6) officers. The Board shall meet not less than nine times during one year.

1. President

2. Vice President

3. Secretary

4. Joint Secretary

5. Treasurer

6. Immediate Past-President

6.2 The ten directors, subject to the Article 6.6 hereof, shall be elected at the annual general meeting (AGM) of the members. The Board is authorized to elect, for the purpose of co-opting, not more than two additional directors at its legally constituted meeting as per Article #s 6.1, 6.6 and 8.1.

6.3 The immediate Past-President of the Association shall be an ex-officio member of the Board and the Executive Committee with a voting right.

6.4 (i) The Executive Committee of the Board shall consist of the President, the Vice President, the Secretary, the Joint Secretary, the Treasurer and the immediate Past-President. Quorum for the Board of Directors and the Executive Committee shall be a simple majority.

(ii) Voting: Question arising at any meeting of the Executive Committee or the Board shall be decided by a majority vote. The chairman at any meeting shall not have any vote, however, in case of a tie; the chairman shall cast his vote to break the tie.

(iii) The duties of the Executive Committee shall be to meet and manage the day to day affairs of the Association when it may not be possible to hold a meeting of all the directors of the board.

6.5 SUB-COMMITTEES: The Board may constitute such committees as it considers necessary composed of such persons as it sees fit. The chairperson of any committee, except any ad hoc committee, shall be a member of the Board of the Association. The Board of Directors shall have the sole discretion to appoint and remove members on any committee and to dissolve any committee. The board of directors shall state the terms of reference of every committee so constituted for its proper function and guidance.

6.6 Qualification: The qualification of a Director or an Officer shall be that he be a member in good standing of the Association for at least 150 days immediately prior to the date of election and he be of the full age of eighteen (18) years and over.

6.7 Member in Good standing shall mean a person who has been admitted to the membership of the Association and who has paid his required Membership dues. A member in good standing of the Association for at least 150 days shall be eligible to vote at the AGM.

6.8 Term of Office and Filling Vacancy:

(i) The Directors and the Officers shall be elected at an AGM of the Association. Unless a director or an officer dies, resigns, or is removed from his office, he shall hold the office from the date of the meeting at which he is elected or appointed until the date of election of the directors at the next AGM, when his successor is elected or appointed.

(ii) When a director of the Association ceases to be a director prior to the

expiration of the term of his office, the Board may fill the vacancy and any

person thus appointed, unless he dies, resigns or is removed from the office, shall hold the office for the remainder of the term of the office of the person in whose place he was appointed and thereafter until his successor is elected.

(iii) In the event that the number of Board members, for any reason, is reduced to three or less, the remaining Board member(s) shall immediately call a special general body meeting of the association for the purpose of filling the vacancies.

(iv) Any member in good standing of the Association shall be eligible for reelection to an office for not more than three years i.e. no person shall be eligible for reelection on the Board for more than three consecutive terms in the same position.

ARTICLE 7: DUTIES OF OFFICERS

7.1 The officers shall take charge of their respective duties at a combined meeting held by the outgoing B.O.D. and the newly elected B.O.D. after the annual election.

7.2 Attendance of the Board of Directors: Any director or an officer who fails to attend more than three consecutive B.O.D. meetings without a valid reason shall be considered to have resigned from the B.O.D. unless such a decision is waived by the B.O.D.

7.2 President – The president shall be the chief executive officer of the Association.

(a) He shall preside at all the meetings of the Association.

(b) He shall be responsible for the management of the business of the Association.

(c) He shall be an ex-officio member of all the committees with a voting right.

(d) He shall be responsible to give an annual report of the preceding year

at the annual general meeting for approval.

7.3 Vice President –

The vice president shall act as an acting president in the absence of the president or if designated by the president and shall perform such other duties as directed by the board.

7.4A Secretary – The secretary shall

(a) be responsible to call meetings and set the agenda of the B.O.D. and general body meetings after due consultation with the president.

(b) keep minutes of the board meetings and all other meetings.

(c) carry out correspondence, filing and office maintenance.

(d) maintain membership list.

(e) perform duties assigned by the B.O.D. and

(f) be the custodian of the Seal of the Association.

7.4B Joint Secretary – The Joint Secretary shall assist the secretary and when necessary will act on behalf of the Secretary.

7.5 Treasurer – The treasurer shall

(a) accept membership fees and other payments and issue receipts.

(b) deposit money including donations in the Bank and maintain bank accounts.

(c) keep accounts and prepare statements for auditing. (d) prepare and present the treasurer’s report at the annual general and all other meetings.

(e) pay all the relevant bills after checking the documents for payments.

(f) carry out any other duties assigned by the B.O.D.

7.6 Directors – Directors shall help the Association by carrying out the duties assigned by the B.O.D.

7.7 Immediate Past President – The immediate past-president shall

(a) act as an advisor and (b) carry out any other duties assigned by the BOD.

7.8 Vacation of office:

The office of a director or an officer shall be vacated:-

(a) if he becomes bankrupt and suspends payments or compounds with his creditors or makes an unauthorized assignment or is declared insolvent;

(b) if he is found to be of unsound mind;

(c) if he ceases to be a member of the Association;

(d) if he gives notice in writing to the Association to resign his office or

(e) if at a special general meeting of the members, a resolution is passed by the

three quarters (75%) of the members present at the meeting that he be removed.

ARTICLE 8: MEETINGS OF BOARD OF DIRECTORS

8.1 Place and Notice of Meeting:

Meeting of the Board may be held either at the head office or elsewhere in the Province of Manitoba as the Board may from time to time determine. A meeting of the Board of directors may be convened by the President or by a majority of Board members at any time and the Secretary by the direction of the President or a majority of Board members shall convene a Board meeting. Notice of such a meeting shall be delivered, mailed or conveyed by any mode of communication to each Board member not less than two days (exclusive of the day on which the notice is sent but inclusive of the day for which the notice is given) before the meeting is to take place.

8.2 Remuneration:

The directors or officers or any committee member shall not be entitled to any remuneration whatsoever, but they shall be entitled to be paid for expenses properly incurred by them in connection with the affairs of the Association.

ARTICLE 9: INDEMNITIES TO THE BOARD AND OTHERS

9.1 The directors and the officers during the time being with the Association and every one of them and every one of their heirs, executors and administrators shall be indemnified and saved harmless against all actions, costs, charges, losses, damages and expenses which they may incur or sustain or by reason of any act done regarding the execution of their duty or supposed duty in their respective offices provided they have acted honestly and in good faith to the best interest of the Association.

9.2 The Board is hereby authorized from time to time to cause the Association to give indemnities to any Board member or any person(s) who has undertaken or is about to undertake any liability on behalf of the Association and any action, from time to time, taken by the Board under this paragraph (Article 8.2) shall not require approval or confirmation by the members of the Association.

ARTICLE 10: CONFLICT OF INTEREST

A director or an officer shall not attend a meeting of the Board and/or vote at the Board meeting where any contract or an arrangement in which he or a member of his family (namely spouse, son or daughter, brother, sister or a parent) has direct or indirect interest whether as an individual or as a firm or a corporation in which he or a member of his family is a partner or a share holder.

ARTICLE 11: SEAL AND EXECUTION OF INSTRUMENTS

11.1 Seal: The Seal, an impression thereof stamped on the margin hereof, shall be the Seal of the Association.

11.2 Signing Authorities: Bank cheques and all the documents requiring official signature of the Association shall be signed by any two of the following three officers:- president, secretary and treasurer. The Board shall have power from time to time by resolution to appoint any officer or officers, a person or persons to sign any contracts, documents and instruments on behalf of the Association. The Seal of the Association when required shall be affixed on such authorized contracts, documents and instruments.

11.3 Bank Account: The Association shall operate its Banking in any of the official financial institutions in Manitoba approved by the Board.

11.4 Payment and Expenses:

(i)The treasurer is authorized to keep up to $200 in a petty cash account for

incidental, miscellaneous and day to day expenses.

(ii) Any expense costing more than $500 must be approved by the B.O.D. An approval from the Custodians is required in writing to withdraw or write a Cheque amounting to more than $10,000.00 (Dollars ten thousands).

ARTICLE 12: MEETINGS

12.1 (a) Annual General Meeting (AGM) shall be held no later than thirty first day of the month of March every year. Date, time and place shall be determined by the B.O.D. A minimum of fourteen (14) days notice in writing shall be required to convene an AGM or any general body meeting.

(b) Special General Body meeting: Special general meetings of

the members may be convened at any time by an order of the President or by a majority of the board of directors. Special meeting by the membership may be convened at a request given in writing by not less than twenty five percent of the membership specifying the object of the meeting. At any such special meeting convened by the members, no business other than specified in the request shall be conducted.

12.2 Quorum: a quorum at any meeting of the members of the Association shall be twenty-five per cent (25%) of the membership or 20 members present,

which ever is less.

12.3 Voting: The voting at any general meeting shall be by show of hands except when ballot is demanded by a simple majority of members present at the meeting. Proxies shall not be allowed. The chairman of the meeting shall not have any vote, however, in case of a tie; the chairman shall cast his vote to break the tie

ARTICLE 13: AUDITING OF ACCOUNTS

13.1 Appointment –

At an AGM, a qualified auditor or an accountant pursuant to below mentioned Article 13.2 of these By-laws shall be appointed by the members of the Association to audit the accounts. He shall hold office until the next annual meeting or until his successor is appointed unless he is previously removed at a General Body Meeting.

13.2 Dispensing with Appointment of an Auditor –

The members of the Association may resolve not to appoint an auditor pursuant to Section 157(1) of The Corporation Act (Province of Manitoba). In this case, the members at an AGM shall appoint a member in good standing who is conversant in accounting to assume all the duties of the auditor.

Members of the Board or their immediate relatives shall be disqualified to audit the accounts. Remuneration, if any, of the auditor or the accountant shall be approved by the members of the Association.

ARTICLE 14: ELECTION OF BOARD OF DIRECTORS AND OFFICERS

14.1 Nominating Committee –

(i) Nominating committee consisting of three members (including the

chairman) shall be appointed by the B.O.D. at least six weeks before the date of the election. The president shall be an ex-officio member of the committee with a voting right.

The Secretary shall send the notice of the AGM along with the Agenda

(a) intimating to the members the appointment of the Chairman and

members of the Nominating Committee giving their names, addresses and

telephone numbers.

(b) informing the members of all vacant positions for directors and officers.

(c) inviting nominations from members to stand for election to the vacant positions by filing the duly completed nomination forms prepared by the BOD & (d) advising the closing date for receiving such nominations which shall be at least 5 days before the scheduled date of the AGM.

(ii) The nominating committee shall check the eligibility of the nominees.

(iii) The chairperson of the nominating committee or his designate, approved by the B.O.D., shall act as a returning officer and shall conduct the election at the AGM by inviting further nominations from the floor.

(iv) Voting can be conducted by show of hands or by secret ballots

depending upon the wishes of simple majority of the members present at the annual meeting.

14.2 Eligibility for election of the members of the nominating committee:

(i) Members of the nominating committee, except an ex-officio member, shall not be eligible to stand for the election for any position.

(ii) Members of the nominating committee shall be the members of the Association.

ARTICLE 15: TRUSTEES OR CUSTODIANS

The Board of Directors was authorized to create a custodians deed which was approved by the B.O.D. and was passed by the general membership in 2004. At a general body meeting, CUSTODIANS OF THE INDIA ASSOCIATION OF MANITOBA INC. shall be elected pursuant to Article # 14 of THE INDIA ASSOCIATION OF MANITOBA INC. and according to The Custodians Deed.

ARTICLE 16: AMENDMENT OF BY-LAWS

The By-laws of the Association may be repealed or amended at any general meeting of the Association by 67% (2/3) majority vote of the members present at the meeting provided a notice to repeal or to amend the By-laws is given to all members at least 14 days before the general body meeting.

ARTICLE 17: INTERPRETATION

In these By-laws, where the context so requires or permits, the singular shall include the plural and the plural shall include the singular, he shall include she, the word “person” shall include firms and corporations, the Association means The India Association of Manitoba Inc. and act means Manitoba Corporation Act.

ARTICLE 18: DISSOLUTION

In the event of dissolution of the Association, all of its remaining assets shall be distributed to one or more registered charitable organizations qualified within the meaning of the Canada Income-Tax Act and the amount or amounts payable to each organization shall be determined by a resolution of the board of directors and shall be approved by the members at a general body meeting.

Upon enactment of these By-Laws, all former By-laws of the Association are

and shall be repealed. We the undersigned officers certify that above By-Laws # 5/2007 were amended on Sunday, the 11th day of the month of February in the year 2007 at the legally convened general body meeting of The India Association of Manitoba Inc. held at Hindu Senior’s Centre, 834 Ellice Ave. in the City of Winnipeg in the Province of Manitoba.

_______________________                 __________________              ___________________

MR. KYLE GOOMANSINGH          MRS. SUREKHA JOSHI       DR. ATISH MANIAR

President – (2007-2008).               Treasurer (2007-2008).       Chairman, Constitution Committee.

FILE: ATISH/Claris/Const./Inter. Dec.2000/Feb.2001, FEB. 2004/05-2007-08.