BYLAWS

BYLAWS OF PRABASHI ASSOCIATION OF GREATER PORTLAND

ARTICLE I: NAME AND PURPOSE

Section 1: Name
The name of the organization shall be Prabashi Association of Greater Portland (hereinafter referred to as “Prabashi”), a nonprofit cultural and community organization based in Portland, Oregon, incorporated under the laws of the State of Oregon and recognized by the IRS as a registered 501(c)(3) tax-exempt organization.

Section 2: Purpose
Prabashi is organized to:

  • Promote and preserve the rich cultural heritage of India, with a focus on Bengali culture and traditions.
  • Provide a platform for the local Bengali and Indian community to engage in social, cultural, and philanthropic activities.

 

ARTICLE II: OFFICES

Section 1: Principal Office
The principal office of the Corporation shall be located in Washington County, Oregon. The Corporation may establish additional offices as necessary.

 

ARTICLE III: MEMBERSHIP

Section 1: Eligibility
Membership is open to all individuals and families who:

  • Support the mission and objectives of Prabashi.
  • Abide by the rules and regulations set forth in these Bylaws.
  • Participation in Prabashi community activities is voluntary, with no binding fees or obligations attached to general membership.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Governance
Prabashi shall be governed by a Board of Directors (hereinafter referred to as the “Board”) which shall be responsible for overseeing the mission, finances, and strategic direction of the organization.

Section 2: Composition Term and Elections
The Board shall consist of a minimum of 3 members and a maximum of 7 members. Board members shall serve a term of two (2) years with eligibility for re-election for up to two additional consecutive terms. Elections shall be conducted annually during the Annual meetings.

Section 4: Responsibilities of the Board

  • Develop and approve the annual budget and oversee financial management.
  • Organize and supervise all cultural, social, and community events.
  • Establish and manage standing and ad-hoc committees.
  • Ensure compliance with applicable local, state, and federal laws.
  • Develop strategic partnerships and community outreach programs.

Section 5: Compensation

No Director or Officer shall, because of his/her office, be entitled to receive any salary or compensation, except for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 5: Resignation or Removal

  • A Board member may resign by providing written notice.
  • A Board member may be removed by a two-thirds majority vote of the remaining Board members if found acting against the best interests of Prabashi or engaged in any wrongful activities.Ā 

 

ARTICLE V: OFFICERS(COUNCIL) AND THEIR DUTIES

The officers(Council) of the Corporation shall be a President, Secretary, and Treasurer of whom shall be elected by the Board of Directors. Other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors or Officers.

Each officer shall serve a term of four years, with the option for renewal of their term, subject to approval by the Board of Directors. An officer may serve a maximum of one renewal term.

 

Section 1: President

  • Provide overall leadership and guidance.
  • Preside over Board and General Body meetings.

Section 2: Secretary

  • Maintain all organizational records and minutes of meetings.
  • Handle correspondence and communications.

Section 3: Treasurer

  • Oversee financial transactions, maintain records, and prepare annual financial reports.
  • Ensure compliance with tax regulations, and IRS guidelines and maintain financial transparency.

 

ARTICLE VI: COMMITTEES
The Council may establish standing or ad-hoc committees for specific purposes as needed.Ā 

 

ARTICLE VII: MEETINGS

Section 1: Annual General Meeting (AGM)

  • The AGM shall be held once a year, preferably in December, to present annual reports, reveal yearly finances, conduct elections, and address key matters.
  • Notice of the AGM shall be given at least 30 days in advance.

Section 2: Board Meetings

  • The Board shall meet at least quarterly.
  • Special meetings may be called by the President or by a majority of the Board members.

Section 3: Quorum

  • A quorum for Board meetings shall be a majority of Board members.

 

Section 4: Voting

  • Decisions shall be made by a majority vote unless specified otherwise.
  • Voting may be conducted in person, electronically, or by proxy.

 

ARTICLE VIII: FINANCIAL MANAGEMENT

Section 1: Fiscal Year
The fiscal year of Prabashi shall commence on January 1st and end on December 31st.

Section 2: Funds and Accounts

  • All funds shall be deposited in a bank account maintained in the name of Prabashi.
  • The Treasurer and President shall have signing authority over bank accounts.

Section 3: Financial Review

  • An annual financial review shall be conducted by the Board or an appointed Finance Committee.
  • Financial statements shall be presented to the membership during the AGM.

 

ARTICLE IX: CONFLICT OF INTEREST

Section 1: Disclosure
Board members and officers shall disclose any conflict of interest that may arise in matters affecting the organization. Board members or their immediate family members cannot serve on the board of similar organizations (both for-profit or non-profit) in the Greater Portland Area serving similar interests and will be a cause for removal.Ā Ā 

Section 2: Recusal
Any individual with a conflict of interest shall recuse themselves from voting or participating in discussions related to the matter.

ARTICLE X: AMENDMENTS TO BYLAWS

Section 1: Proposal
Proposed amendments to these Bylaws may be submitted by the Board or by written petition of at least 10% of the voting members.

Section 2: Approval
Amendments shall be approved by a two-thirds majority of the voting members present at the AGM or a specially convened meeting.

ARTICLE XI: DISSOLUTION

Section 1: Dissolution Process
In the event of dissolution, the remaining assets of Prabashi shall be distributed to one or more nonprofit organizations aligned with its mission, as determined by the Board.

Section 2: Notification
Notice of dissolution shall be provided to all members and relevant authorities.

ARTICLE XII: MISCELLANEOUS PROVISIONS

Section 1: Indemnification
Prabashi shall indemnify its current and former directors, officers, and volunteers against reasonable expenses and liabilities, including legal fees, arising from their service to the organization, except in cases of willful misconduct. The Board may also obtain liability insurance to support this provision, ensuring compliance with applicable laws.

Section 2: Non-Discrimination
Prabashi shall not discriminate on the basis of race, ethnicity, religion, gender, sexual orientation, age, or disability in any of its activities or operations.

Approved and adopted by the Officers on 30 March 2025.