Constitution and Bylaws
(Following the amendments on February 13, 2000)

ARTICLE ONE: NAME

The name of the organization shall be the INDIA COMMUNITY CENTER OF ROCHESTER, INC., hereinafter called "ICC", chartered under the laws of the State of New York as a not-for-profit corporation, with its principal office and activities in the County of Monroe, State of New York.

ARTICLE TWO: OBJECTIVE

The said corporation is organized exclusively for charitable, educational, literary, cultural, and artistic purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(C) (3) of the U.S. internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). In particular, the corporation shall promote the study and understanding of culture, philosophy, visual and performing arts, languages and literature, customs and traditions, and contemporary affairs of India through discussions, conferences, study groups, exhibitions, publications, international exchanges, and other similar appropriate and lawful means.

ARTICLE THREE: MEMBERS

Membership in the ICC shall be open to all persons, without regard to race, creed, beliefs, color, national origin, sex, disability, or marital status, upon payment of prescribed dues. Membership categories, privileges, and dues shall be determined by the Board of Trustees. Annual membership shall run from January 1 to December 31. Initial membership as well as reinstatement shall be effective on the date dues are received. There shall be no proration of dues. [*]

* By way of illustration: a person whose initial annual dues are received on September 1, 1999 shall be deemed to be a member from September 1, 1999 to December 31, 1999. He/she shall have a grace period until February 10, 2000 to renew the membership. If such dues are not received by February 10, the person shall cease to be a member as of Feb.11. If the person forwards his/her dues on July 4, 2000, his/her reinstatement shall be effective July 4, 2000, but he/she will be deemed not to have been a member between February 11, 2000 and July 4,2000.

Individual membership will be open to persons of 18 years of age or older, and such members will have the right to vote on all matters before the Corporation, and to hold office. They will receive benefits and services of ICC, for which there might be a charge or fee, at reduced rates. Dependent children, under the age of 18, of individual members will receive benefits and services provided by ICC at the same rate as their parent, but such children will not be eligible to vote or hold office.

Group membership will be made available to existing or future local organizations, whose goals and activities are consistent with Article 2 of this Constitution and Bylaws. Organization admitted to group membership will be allowed the use of ICC facilities for their activities at reduced rates. Individuals subscribing to such organizations will be without the right to vote or hold office unless they are in good standing as individual members (see above).

Honorary membership can be conferred upon an individual, either for a fixed term or for life, by the Board of Trustees upon its own initiative or upon the recommendation of a member. Honorary members will have the same rights and privileges as regular members.

ARTICLE FOUR: TRUSTEES AND OFFICERS

A Board of Trustees, consisting of no less than three or more than twenty-five members, with the exact size of the Board determined at the annual meeting, elected by regular and honorary members in good standing, will supervise and direct the activities of the Corporation. Each trustee will serve for a period of three years and be eligible for re-election. However, in 1980, at the initial election of trustees, no less than one-third of the Board shall have a one year term, and no less than another one-third of the Board shall have a two-year term. The term of the Board of Trustees will start on January 1st and end on December 31st of the calendar year following the Annual General Meeting held as described in Article Five.

The trustees may receive and accept property from any person, trust, or corporation, and to hold and administer it in accordance with its corporate charter, but no gift shall be received or utilized in contravention of Section 501 (C)(3) of the U.S. Internal Revenue Code of 1954 as now in force or afterwards amended. By simple majority vote, the Board of Trustees may replace any participating trustee for breach of fiduciary duty under the state law.

In addition, the Trustees will have the following specific powers and responsibilities:

a. to receive and expend monies, and to acquire and sell property for the use and benefit of the organization;

b. to maintain jurisdiction over appointments, compensation, and all official relations of employees;

c. to approve rules and regulations for the maintenance, operation and development of ICC facilities
d. to appoint standing and ad hoc committees, including, but not limited to, Executive Committee, Building Committee, and Finance Committee, and to receive and approve their reports;

e. to recommend policies to the membership for approval at annual and special meetings, and

f. to implement decisions made by the membership.

The Board will elect its own chairperson, who in turn will appoint, with the advice and consent of the Board, such other officers as the Board from time to time may deem to be necessary. The term of the Chairperson shall be one year, and he/she will be eligible for re-election. Vacancies on the Board shall be filled at the annual business meeting or special meetings called for that purpose. In the selection of members for various standing and ad hoc committees, the Board shall seek out persons from the membership at large, and will not be limited to those serving on the Board.

An Executive Director of ICC will be appointed by the Board to serve as the chief executive officer of the organization, and as such the Executive Director will be accountable and responsible to the Board for all matters pertaining to the organization. He/she will serve at the pleasure of the Board, and on such terms and conditions as the Board may approve. The Executive Director will establish an organizational structure, appoint members of his staff, and develop rules and regulations for the administration of ICC and its facilities, subject to the approval of the Board of Trustees. The Executive Director will be an ex-officio member of the Board, but without the right to vote, unless elected to the Board in his/her own right.

A Corporate Secretary will also be appointed by the Board of Trustees to maintain all corporate records, minutes of the Board and membership meetings, and he/she shall be responsible for filling out appropriate forms and filing them as required by the local, state, and federal agencies. The Corporate Secretary will be an ex-officio member of the Board, but without the right to vote, unless elected to the Board in his/her own right. The Corporate Secretary will serve at the pleasure of the Board.

ARTICLE FIVE: MEETINGS

A general meeting of the membership shall be held each year in the month of November, except that the Board of Trustees, by two-thirds majority, can change the meeting date to precede or follow the month of November, provided that such meeting date shall not be prior to October 15 or later than December 31 of the same calendar year. The meeting will be held, with the Chairman of the Board of Trustees presiding, for the following purposes:

a. to fill vacancies on the Board of Trustees;

b. to appoint committees, and to receive their reports;

c. to review the financial status of ICC during the first three quarters of the year;

d. to receive and to act upon any recommendation made by the Board of Directors; and

e. to transact any other business for which prior notice has been given.

Annual Meeting. Notice of the annual meeting shall be sent by mail not less than three weeks before the date of the meeting. Only those who have paid their dues at least fifty days prior to the annual meeting shall be entitled to receive notice, seek office, and vote at the annual meeting. [**] Any item or any resolution desired by a member to be discussed at the annual meeting must be received by the Board of Trustees at least six weeks in advance of the meeting.

Special Meeting. The right to receive notice by mail and vote at special meetings shall be accorded only to Life Members and those who are current in the payment of their dues not less than fifty days prior to the date of meeting. [***]

** By way of illustration: the following shall have full membership privileges at the annual meeting if it is held on or before February 19:- (a) life members and (b) those who paid their dues any time between January 1 and December 31 of previous year. If the meeting is held after February 19, in addition to the above 2 groups, those who paid their dues 50 days prior to the date of the meeting will also have full membership privileges at the meeting. For meetings held after February 19, a person who becomes a new member less than 50 days prior to date of the meeting shall not be eligible to receive notice, seek office, or attend the annual meeting.

*** Also, by way of illustration, the following shall have full membership privileges at a special meeting if it were to be held on May 15, 2,000: (a) life members, and (b) those who paid their dues any time between January 1, 1999 and December 31, 1999 and renewed their membership before March 25, 2,000, and (c) those new members who paid their dues between January 1, 2,000 and March 25, 2,000. As stated in the bylaw a person must be current in the payment of his or her dues not less than fifty days prior to the date of the special meeting.

Notice by Publication. To the extent provided by law, notice of any meeting may be served by publication in lieu of mailing. [#]

Special meetings can be called by the Chairman of the Board, or the Board of Trustees, and shall be called upon the written request of ten percent members of the organization. The purpose of the special meeting shall be stated in the call, and at least a week's notice shall be given.

Ten percent of members in good standing shall constitute the quorum. Robert's Rules of Order shall govern the conduct of meetings.

ARTICLE SIX: FISCAL YEAR

For all activities and finances of the organization, the fiscal year shall run from January 1 to December 31. The Annual Financial Report shall be presented to the Board of Trustees by the Treasurer in the month of February and distributed to the membership by April 15 of each year. These dates may be changed by a vote with agreement by two-thirds majority of the Board of Trustees.

ARTICLE SEVEN: DISSOLUTION

In the event that the membership resolves to dissolve the organization, the Board of Trustees, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose off all of the remaining assets in conformity with applicable provisions of the U.S. Internal Revenue Code of 1954, and other state and local laws.

ARTICLE EIGHT: AMENDMENTS

This document ("Constitution and Bylaws") can be amended at the annual meeting or a special meeting of the organization by a two-thirds vote, provided that the amendment has been submitted in writing to the membership at least three weeks in advance of the meeting. If the proposed amendment is submitted at a special meeting, the call for such a meeting must be signed by a at least ten percent of the members in good standing.

# New York Not for Profit Corporation Law permits the Trustees to serve notice of a meeting by publication, in lieu of mailing, only if the membership exceeds five hundred.