Chapter By-Laws

Last Updated: December 07, 2014

Certificate of Incorporation of

Network of Indian Professionals - New York, Inc.

A Not-for-Profit Corporation

(Under Section 402 of the Not-for-Profit Corporation Law)

IT IS HEREBY CERTIFIED THAT:

FIRST: The name of the Corporation shall be THE NETWORK OF INDIAN PROFESSIONALS-NEW YORK, INC.

SECOND: The Corporation is a Corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law.

THIRD: The purposes for which it is formed are: to provide a forum for the dissemination of knowledge relating to the professional development of members of the Asian Indian community through lectures, seminars, networking events, exhibits and any and all other appropriate means.

This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

FOURTH: The type of Corporation it shall be under Section 201 of the Not-For-Profit Corporation Law is type A.

FIFTH: The office of the Corporation is to be located in the County of New York, State of New York.

SIXTH: The names and addresses of the persons constituting the initial Board of Directors of the Corporation are:

Mr. Mahesh Ram, 71-10 Sutton Place, 2nd Floor, Fresh Meadows, NY 11365

Ms. Dolly Mehta, 27 Edgewold Road, White Plains, NY 10607

Ms. Sheri Shamdasani, 275 W. 96th Street, Apts. 8G, New York, NY 10025

Ms. Superna Hora, 13 Village Green, Wesley Hills, NY 10952

Mr. Rajesh Kurup, 250 W. 19th Street, #12G, New York, NY 10011

Mr. Vipul Nagrath, 301 E. 22nd Street, Apt. 10A, New York, NY 100010

Ms. Shallial Bajaj, 401 E. 34th Street, Apt. 513D, New York, NY 10016

Mr. Bijon Mehta, 48 Arthur Drive, Rutherford, NJ 07070

Mr. Vijay K. Sundaram, 225 St. Paul’s Avenue, Apt. 5R, Jersey City, NJ 07306

SEVENTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is: Network of Indian Professionals-New York Foundation, Inc., P.O. Box 1050, New York, NY 10116

EIGHTH: The classes, rights, privileges, qualifications, and obligations of members of this Corporation are as follows:

This Corporation shall have one class of membership. Any person shall be qualified to become a member upon payment of the initial dues, if any, fixed by the board of directors and shall continue as a member upon paying the annual dues, if any, fixed by the board of directors. The method and time of payment of dues shall be determined, and may be changed, from time to time, by the board of directors. Additional provisions specifying the rights and obligations of members shall be contained in the Bylaws of this Corporation pursuant to, and in accordance with, the laws of this state.

NINTH: Any additional provisions for the operation of the Corporation are as follows:

Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, officers, or other private persons, except that this Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.

Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

In any taxable year in which this Corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

IN WITNESS WHEREOF, I have made and signed this certificate this day of 1995 and I affirm that the statements made herein are true under the penalties of perjury dated this 30th day of December, 1997.

MAHESH RAM


Certificate of Incorporation of

Network of Indian Professionals – New York Foundation, Inc.

A Not-for-Profit Corporation

(Under Section 402 of the Not-for-Profit Corporation Law)

IT IS HEREBY CERTIFIED THAT:

FIRST: The name of the Corporation shall be NETWORK OF INDIAN PROFESSIONALS-NEW YORK FOUNDATION, INC.

SECOND: The Corporation is a Corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law.

THIRD: The type of Corporation which the Corporation shall be under Section 201 of the Not-for-Profit Corporation Law is Type B.

FOURTH: The Corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law)

FIFTH: The office of the Corporation is to be located in the County of New York.

SIXTH: The name and address of each of the initial directors of the Corporation are as follows:

Uresh Seth, 240 E. 47th Street Apt. 7C, New York, NY 10017

Suprio Chaudhuri, 110-20 71st Avenue Apt. 402, Forest Hills, NY 11375

Sonal Gadhia, 890 Inman Avenue, Edison, NJ 08820

Sandeep Thakrar, 145 W. 67th Street Apt. 14D, New York, NY 10023

Sonia Malkani, 339 E. 58th Street Apt. 2E, New York, NY 10022

Suresh Kumar, 82-24 135th Street Apt. 1F, Kew Gardens, NY 11435

Lata Goriganti, 924 West End Ave. Apt. T2, New York, NY 10025

Vic Parekh, 6507 Hudson Ave., West New York, NJ 07093

Liz George, 10 Country Club Road, Eastchester, NY 10709

Deepak Kochhar, 51 Lowell Avenue, Port Washington, NY 11050

Sohini Tanna, 415 E. 81st Street Apt. 4C, New York, NY 10028

Mallika Ambat, 38 Falcon Road, Livingston, NJ 07039

SEVENTH: The duration of the Corporation is perpetual

EIGHTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is: Network of Indian Professionals-New York Foundation, Inc., P.O. Box 3165, New York, NY 10163-3165

NINTH: The name and address within the state of New York of the registered agent of the Corporation is as follows: Rita Bagai, 320 E. 58th Street, Apt 11B, New York, NY. Said registered agent is to be the agent of the Corporation upon whom or upon which process against the Corporation may be served.

TENTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

ELEVENTH: (1) The Corporation shall distributes its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax law.

(2) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws).

(3) The Corporation shall not retain any excess business holdings defined in Section 4943© of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws).

(4) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws).

(5) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws).

TWELFTH: Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revnue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

THIRTEENTH: The Corporation shall have no members.

FOURTEENTH: No Trustee or officer of the Corporations shall be personally liable to the Corporation for damages for breach of any duty owed to the Corporation, except any breach of duty based upon an act or omission:

  • In breach of such person’s duty of loyalty to the Corporation; or
  • Not in good faith or involving a knowing violation of law; or
  • Resulting in receipt by such person of an improper personal benefit

IN WITNESS WHEREOF, the undersigned incorporator, being at least nineteen years of age, affirms that the statements made herein are true under the penalties of perjury dated this 30th day of December, 1997.

PARAG P. PATEL, ESQ.

Incorporator: Parag P. Patel, Esq.

Address: 10 North Ridgewood Rd., Suite 206

South Orange, NJ 07079

STATE OF NEW JERSEY

COUNTY OF ESSEX….S.S.:

On this 30th day of December, 1997, before me personally appeared Parag P. Patel, to me known and known to me to be the individual described in and who executed the foregoing Certificate of Incorporation, and such individual acknowledged to me that such individual executed the same.

DANA E. WARICKY

A Notary Public of New Jersey

1. Severability of Provisions

The provisions of this chapter shall be severable and if any one or more Sections of By-Laws are deemed to be invalid, that will have no affect on the validity of any other section of these bylaws.

2. Mission

NetIP-NY is a nonprofit organization dedicated to promoting the professional advancement and overall achievement of South Asian-American professionals in the New York/New Jersey/Connecticut “tri-state” area. The Mission of NetIP-NY will be in line with that of NetIP-NA.

  1. Vision

NetIP-NY seeks to facilitate the growth of a unified and influential network of successful South Asian-American professionals and entrepreneurs. The Vision of NetIP-NY will be in line with that of NetIP-NA.

  1. Sub-Goals

The NetIP-NY Board has identified three “sub-goals” that will help NetIP-NY achieve its ultimate vision as stated above

Sub-goal #1

Create an organizational structure that allows NetIP-NY to operate to its fullest potential

Sub-goal #2

Create and facilitate the growth of a socially responsible network of highly talented South Asian American professionals, entrepreneurs and leaders

Sub-goal #3

Foster a dynamic and interactive environment for our members to establish and maximize their professional networks

Each subsequent board is charged with developing an annual “action plan” that supports these sub- goals and meets the needs of the membership by providing the following types of activities in alignment with the four pillars of NetIP-North America:

Professional Development

  • Leadership, management, and entrepreneurship workshops
  • Lecture series featuring distinguished speakers from diverse professions
  • Professional development workshops and seminars
  • Structured networking programs, career development resources,
  • Job and entrepreneurship opportunities

Community Service

  • Opportunities to volunteer time and/or money via partnerships with local and national community service and charitable organizations

Political Awareness

  • Support organizations promoting political awareness and participation among South Asian American professionals
  • NOTE: NetIP-NY’s nonprofit status prohibits partisan activity as well as lobbying or outright political action

Cultural Awareness

  • Support organizations that promote the diverse South Asian American culture to NetIP-NY’s members and the community at large

5. Organization Setup

The Network of Indian Professionals, New York is incorporated as the following two entities:

  • Network of Indian Professionals – New York, a 501(c)(7) social club organization
  • Network of Indian Professionals – New York, a 501(c)(3) charitable organization

See below for details on IRS exemption requirements for the above organizations. For further information, visit www.irs.gov

The Employer Identification Numbers (EINs) are 13—3873175 [501(c)(7)] and 13-4022446 [501(c)(3)]

The Board of Directors elected for the 501(c)(7) also manages the 501(c)(3) organization

  1. Tax Exempt Status

IRS Exemption Requirements for Social Clubs

To be exempt under the Internal Revenue Code (IRC) section 501(c)(7), a social club must be organized for pleasure, recreation, and other similar nonprofit purposes and substantially all of its activities must be for these purposes. An organization will not be recognized as tax exempt if its charter, bylaws, or other governing instrument, or any written policy statement provides for discrimination against any person based on race, color, or religion. However, a club that in good faith limits its membership to members of a particular religion, to further the teachings or principles of that religion and not to exclude individuals of a particular race or color, does not discriminate based on religion.

Personal contact, commingling, and fellowship must exist among members. Members must be bound together by a common objective directed toward pleasure, recreation, and other nonprofit purposes. Fellowship need not be present between each member and every other member of a club if it is a material part in the life of the organization. A statewide or nationwide organization that is made up of individual members, but is divided into local groups, satisfies this requirement if fellowship is a material part of the life of each local group.

The membership in a social club must be limited. A club that issues corporate membership is dealing with the general public in the form of the corporation’s employees. Evidence that a club’s facilities will be open to the general public (persons other than members or their dependents or guests) may cause denial of exemption. This does not mean, however, that any dealing with outsiders will automatically deprive a club of exemption.

In general a club should be supported solely by membership fees, dues, and assessments. A section 501(c)(7) organization may receive up to 35% of its gross receipts, including investment income, from sources outside of its membership without losing its tax exempt status. Of the 35%, not more than 15% of the gross receipts may be derived from the use of the club’s facilities or recreational purposes fro members.

If an organization has non-member income that exceeds these limits, all the facts and circumstances will be taken into account in determining whether the organization qualifies for exempt status.

No part of the organization’s net earnings may inure to the benefit of any person having a personal and private interest in the activities of the organization. For these purposes, net earning need not be actually distributed, since even undistributed earnings may benefit members by decreasing membership dues or increasing the services the club makes available to its members without a corresponding increase in dues or other fees paid for club support.

However, fixed fee payments to members who bring new members into the club are not an inurement of the club’s net earnings, if the payments are reasonable compensation for performing necessary administrative service.

Exemption Requirements for Charitable Organizations

To be tax exempt as an organization described in IRC Section 501(c)(3) of the Code, an organization must be organized and operated exclusively for one or more of the purposes set forth in IRC Section 501(c)(3) and none of the earnings of the organization may inure to any private shareholder or individual. In addition, it may not attempt to influence legislation as a substantial part of its activities and it may not participate at all in campaign activity for or against political candidates.

The organizations described in IRC Section 501(c)(3) are commonly referred to under the general heading of “charitable organizations”. Organizations described in IRC Section 501(c)(3), other than testing for public safety organizations, are eligible to receive tax-deductible contributions in accordance with IRC Section 170.

The exempt purposes set forth in IRC Section 501(c)(3) are charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, and the prevention of cruelty to children or animals. The term charitable is used in its generally accepted legal sense and includes relief of the poor, the distressed, or the underprivileged; advancement of religion; advancement of education or science; erection or maintenance of public buildings, monuments, or works; lessening the burdens of government; lessening of neighborhood tensions; elimination of prejudice and discrimination; defense of human and civil rights secured by law; and combating community deterioration and juvenile delinquency.

To be organized exclusively for charitable purpose, the organization must be a corporation, community chest, fund, or foundation. A charitable trust is a fund or foundation and will qualify. However, an individual or a partnership will not qualify. The articles of organization must limit the organization’s purposes to one or more of the exempt purposes set forth in IRC Section 501(c)(3) and must not expressly empower it to engage, other than as an insubstantial part of its activities, in activities that are not in furtherance of one or more of those purposes. This requirement may be met if the purposes stated in the articles of organization are limited in some way by reference to IRC Section 501(c)(3).

In addition, assets of an organization must be permanently dedicated to an exempt purpose. This means that should an organization dissolve, its assets must be distributed for an exempt purpose described in this chapter, or to the federal government or to a state or local government for a local purpose. To establish that an organization’s assets will be permanently dedicated to an exempt purpose, the article of organization should contain a provision insuring their distribution for an exempt purpose in the event of dissolution.

Although reliance may be placed upon state law to establish permanent dedication of assets for exempt purposes, an organization's application can be processed by the IRS more rapidly if its articles of organization include a provision insuring permanent dedication of assets for exempt purposes. For examples of provisions that meet these requirements, download Publication 557, Tax-Exempt Status for Your Organization.

An organization will be regarded as "operated exclusively" for one or more exempt purposes only if it engages primarily in activities which accomplish one or more of the exempt purposes specified in IRC Section 501(c)(3). An organization will not be so regarded if more than an insubstantial part of its activities is not in furtherance of an exempt purpose. For more information concerning types of charitable organizations and their activities, download Publication 557.

The organization must not be organized or operated for the benefit of private interests, such as the creator or the creator's family, shareholders of the organization, other designated individuals, or persons controlled directly or indirectly by such private interests. No part of the net earnings of an IRC Section 501(c)(3) organization may inure to the benefit of any private shareholder or individual. A private shareholder or individual is a person having a personal and private interest in the activities of the organization. If the organization engages in an excess benefit transaction with a person having substantial influence over the organization, an excise tax may be imposed on the person and any managers agreeing to the transaction.

IRC section 501(c)(3) organizations are restricted in the amount of political and legislative (lobbying) activities they may conduct. For a detailed discussion, see Political and Lobbying Activities. For further information regarding lobbying activities by charities, download Lobbying Issues; for more information regarding political activities of charities, see the FY-2002 CPE topic entitled Election Year Issues.

  1. Fiscal and Legal Matters

The NetIP-NY Fiscal Year runs from January 1st to December 31st – all financial statements and taxes are to be based on the fiscal year.

IMPORTANT: NetIP-NY, a c(7) entity, is liable for sales tax, while the NETIP-NY Foundation, a c(3) entity, is not. Donations to NetIP-NY are NOT tax deductible, while donations to NetIP-NY Foundation are tax deductible. Each of the above has its own bank account identified as the Operation Account for the c(7) and the Foundation Account for the c(3) organization.

Any tax-deductible donation of over $250 to the NetIP-NY Foundation should be acknowledged by providing a receipt to the donor.

NetIP-NY c(7) should file annual tax returns with the Fed (990) and New York State by May 15th of each year.

NetIP-NY Foundation should file annual tax returns with the Fed (990) and the NY State Charities Bureau by May 15th of each year.

The filing of taxes in a timely manner is the responsibility of the President and the VP-Finance/Administration.

All bank statements, IRS correspondence, deposit slips, checks issued, reimbursement forms, bills paid, etc., should be filed in the appropriate document folders. The VP-Finance/Administration is responsible of the safekeeping of those documents.

IMPORTANT: In the case of any event involving sports or any physical activity, all participants must print their name and sign a waiver releasing NetIP-NY from any and all liability.

8. General Policies

Executive Board terms run for 15 months to ensure a smooth transition of leadership from year to year. This time period includes one year’s service as an Executive Board officer and three additional months to assist each officer’s successor.

Elections will be held in Oct/Nov of each year and the transition process for the following year’s Executive Board will begin after Nov 15 and will be completed by Dec 31st of that year.

Election Process:

The current executive board will elect the following year’s board based on an application and interview process. Voting will follow the majority vote process described below.

Duration of NetIP-NY membership is governed by guidelines established by NetIP-North America. NetIP-NA currently mandates that membership expires on December 31.

  1. E-Board Meetings

Executive Board Meetings are held regularly and as needed. Each Board Member is expected to attend. In addition, there may be interim in-person and conference call meetings to discuss key issues/provide event updates, etc.

Each Executive Board Meeting needs to have a quorum (majority) of officers present in order for any votes to take place and be recorded in the minutes.

Any issue brought to vote must pass when a majority of the quorum votes in favor of an issue.

Each Executive Board is responsible for maintaining adequate records for their term in office, including meeting minutes, documentation of key decisions, all financial records and communications including soft and hard copies.

  1. EBM Agreement

The Executive Board Member Agreement (“Agreement: NetIP-NY Officers (EB and Committee Members”, henceforth “EBM Agreement”) has been developed for the protection of NetIP-NY and the Executive Board members who live these values. It is expected that all Board members will sign this mandatory document and be bound by its terms and conditions.

  1. Board Meetings

The Executive Board is responsible for the strategic and tactical operations of NetIP-NY

Each Board member MUST sign the EBM Agreement upon election and prior to starting his/her year. Signed copies of this document must be archived with NetIP-NY’s legal counsel.

Due to the considerable time commitment involved, Executive Board members are exempted from paying membership dues.

  1. Removal/Resignation of Board Members

Any Board member can be removed at any time through a Board vote in response to a violation of the EBM Agreement. Any Board member who has not made a significant contribution within the last 6 weeks and has failed to find a replacement who is willing and able to serve as a substitute is a likely candidate for removal. Failure to perform the NetIP duties outlined for a particular position and in this document is likely cause for termination. Behaviors that may cause termination include failure to attend scheduled meetings, submit monthly reports, attend events, and/or respond to phone calls, e-mails, requests from other members. The Board Member in violation will be issued a verbal and written warning by the President(s) followed by a vote by the Executive Board.

In the case of a resignation, the departing officer must submit a formal letter or resignation to the President.

In the event that a current member of the Executive Board is unable or unwilling to complete their one-year term, the Board is required to replace the departing officer with a NetIP-NY member in good standing, ideally with a track record of volunteering for the organization.

Vacant positions may be filled by an Executive Board Member interested in that position subject to a Board vote. The President, Chief of Operations and VP-Finance and Administration are responsible for ensuring a smooth transition in all cases.

  1. General Membership Policies

All memberships run on a fiscal year (January 1 to December 31) based on guidelines established by NetIP-North America.

One-Year Membership: $50.

Couples Membership: $75

IMPORTANT: Under no circumstances is the database or any information contained in the database to be given to any individual, group or organization outside of NetIP-NY or NetIP-North America. Information cannot be exchanged for any favors, price, or barters. Any Executive Board Member who fails to comply with this standard is subject to termination.

  1. Communications

A weekly e-mail is distributed to the NetIP-NY e-mail list. All officers must submit items to the VP-Marketing & Public Relations for inclusion in the e-mail no less than two days before the e-mail is to be sent out.

All NetIP-North America and NetIP chapter announcements must be included.

Other nonprofit organizations may submit announcements for consideration by the VP-Marketing & Public Relations.

All officers must refrain from using rude, abusive, or confrontational language in e-mails, phone conversations and in-person meetings.

  1. Reimbursement

All NetIP-NY related expenses must be approved by the President or the VP-Finance & Administration. All reimbursements must be submitted on an expense form in a timely fashion.

Forms should include the name and address of reimburse, an itemized list of all expenses, and the signature of the party seeking reimbursement. All forms must be submitted to the VP-Finance & Administration.


  1. Association with Other Organizations

NetIP-NY is prohibited from advertising, sponsoring, or promoting for-profit “party” or social organizations.

Officer participation in or promotion of any for-profit “party” or social organizations or companies is incompatible with service as an officer of NetIP-NY. The officer must sever all ties with such organizations in order to serve on the Executive Board.

Any activity or association by Executive Board members judged to be in conflict with the best interests of NetIP-NY or the organization’s membership can lead to termination.

NetIP-NY welcomes partnerships with other nonprofit organizations and encourages Board members to establish ties with other such organizations in the tri-state area.

  1. NetIP-North America

NetIP-NY must adopt accepted proposals put forth by NetIP-North America and add them to its Bylaws when appropriate.

NetIP-NY is responsible (through the President and/or National Liaison) for providing the following to NetIP-North America:

  • Membership lists for Annual Conference
  • Quarterly chapter reports
  • Letter of Intent; Certificate of Incorporation, and Bylaws
  • A $100 chapter fee payable prior to Annual Conference
  • Other required information as needed

The National Liaison and the President are expected to attend the NetIP-North America Board of Directors meeting during Annual Conference.

The National Liaison and/or the President are expected to participate in quarterly NetIP-North America conference calls.

  1. Amending By-laws

These By-laws may be altered, amended, or repealed, or new By-laws may be adopted at any meeting of the Board of Directors provided a quorum exists. An affirmative vote of a majority number of the directors is needed to make an amendment. Advance notice of the proposed amendment will be given to the board of directors.

  1. Insurance and Indemnification

Section 1

The Board of Directors, at its discretion, may purchase a comprehensive or limited general liabilityinsurance program and/or limited blanket accident medical insurance program for the protection of allNetIP-North America Chapters and NetIP-North America-sponsored organizations in the United States and Canada and the members, volunteers, and employees of such NetIP-North America Chapters andNetIP-North America-sponsored organizations. Chapters covered by such insurance shall be billed for premiums by NetIP-North America, prorata, based on membership, for the cost of such insurance and administrative costs.

Section 2

The Board of Directors may provide, through insurance or otherwise, indemnification to the past andpresentDirectors,Officers, employees, or agents of NetIP-North America to the extent permitted by thelaws of the State of Delaware applicable to not-for-profit corporations.

Section 3

Subject to Section 2 herein, including applicable law, and NetIP-North America’s Model IndemnificationAgreement every member of the Board of Directors, Officer, and employee (“Staff Member”) shall be indemnified by NetIP-North America against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Staff Members in connection with any threatened, pending,or completed action, suit or proceeding to which she/he may become involved by reason or his/herbeing or having been a Staff Member of NetIP-North America, or any settlement thereof, unless adjudged therein to be liable forgrossnegligence, recklessnessorintentionalmisconduct in the performance of his/her duties.Provided, however, that in the event of a settlement the indemnification herein shall apply only whenthe Board of Directors approved such settlement and reimbursement as being in the best interest ofNetIP-North America. The foregoing right of indemnification shall be in addition and not exclusive of allother rights which such Staff Member is entitled.”

  1. Executive Board Officers

Executive Board positions can be added, changed, or removed by an Executive Board vote. It is the responsibility of all Board members to serve for the overall good of the NetIP-NY and work collaboratively to reach defined goals. It is also recommended that each Board member recruit and retain a team of volunteers to assist with the implementation of specified work.

The following is a list of permanent Board Officer positions with voting power

President

President Emeritus

Chief of Operations

National Liaison

VP Professional Development

VP Cultural Events

VP Community Service

VP Political Awareness

VP Corporate Sponsorship

VP Finance & Administration

VP Marketing & Public Relations

VP Technology

VP of Social Activities

President(Up to 2 Positions)

Serves to ensure the organization reaches its’ strategic and operational goals

Section 1: Duties and Responsibilities

  • Strives to ensure that the organization reaches its strategic and operational goals
  • Acts as Ambassador for NetIP-NY with constituents, media, donors, corporations, government, and other non-profits organizations
  • Responsible for overseeing the activities of all officers, committees and sub-committees
  • Works with all VP’s to ensure that NetIP-NY is operating to its’ fullest potential
  • Reviews Board structure and propose changes as needed
  • Chairs monthly Executive Boardmeetings
  • Designs, develops and implementsNetIP-NY’sstrategic and annualplans in conjunction with other Executive Board officers
  • Developspartnerships with other organizations and corporations

Section 2: Appointments

  • The President may appoint a person to be a board officer (Chair, VP, or other, but excluding the positions of President and President Emeritus) for a single three month term at his/her discretion. After the three months have expired, the individual will no longer be on the board unless confirmed for a full term (full term meaning a term expiring at the next scheduled election) by a vote from the entire board.
  • An individual appointed in this way cannot be reappointed to the same position for a second 3 month term by the same President without Board Approval.
  • During this 3 month period, the appointed individual will be an “acting officer” with powers and duties similar to a Chair (all of the responsibilities, duties, and advisory powers of a full officer, but without a board vote).

President Emeritus(Up to 2 Positions)

Advise and support the NetIP NY President and Board

Section 1: Duties and Responsibilities

  • Advise the President and NetIP NY Board as needed
  • Act as Liaison with the North American Chapter, the New York chapter, members, and any other third party, as directed by the President
  • Answers questions about the organization and officer responsibilities
  • Serve as parliamentarian, as needed
  • Serve as keeper and interpreter of the bylaws, as needed
  • Assists all VP’s and otherboard members,as needed
  • In the absence of the President, the President Emeritus will chair meetings and temporarily execute the powers of the President until the President returns
  • In the case of a vacancy in the Presidency, the President Emeritus will execute the powers of the President until a new President can be elected
  • This position is not It will automatically transfer to the next President(s) to serve at least a full year, upon the completion of their term(s).

Chief of Operations(1 Position)

Assist the President in organizing and managing the NetIP NY Board and activities

Section 1: Duties and Responsibilities

  • Designs, develops and implementsNetIP-NY’sstrategic and annualplans in conjunction with the President
  • Responsible for overseeing the activities of all officers, committees and sub-committees
  • Works with all VP’s to ensure that NetIP-NY is meeting deadlines and operating effectively
  • Works with all VP’s to ensure that NetIP-NY is meeting North American Chapter guidelines and quarterly metrics
  • Assists otherboard membersas needed
  • In the absence of the President and the President Emeritus, the Chief of Operations will chair meetings and temporarily execute the powers of the President until the President returns
  • In the case of a vacancy in the Presidency and President Emeritus, the Chief of Operations will execute the powers of the President until a new President can be elected

National Liaison(1 Position)

Serves to ensure the organization reaches its’ strategic and operational goals

Section 1: Duties and Responsibilities

  • Strives to ensure that the organization’s mission and vision are aligned with the North American Chapter
  • Acts as Liaison & Ambassador with the North American Chapter, the New York chapter, members, and any other third party
  • Works with all VP’s to ensure that NetIP-NY is meeting North American Chapter guidelines and quarterly metrics
  • Attends all North American Chapter conference calls and provides minutes to the NetIP-NY Executive Board
  • Submits monthly event and leader and BOSCAR nominations to North American Chapter, as well as quarterly metric reports.
  • Answers questions about the organization and resolves membership issues
  • Creates and distributesMembership Information Package
  • Developsa Membership retention plan
  • Maintains Membership database
  • Provides monthly Membership report to ExecutiveBoard
  • Assists otherboard membersas needed

VP - Professional Development (1 position)

Plans and executes eventsdesigned to provide skills and training that enhance professional development

Section 1: Duties and Responsibilities

  • Provides event reports toExecutive Board
  • Creates event plans, pre-event budgets and post event reports
  • Forges strategic partnerships with appropriate organizations on behalf of NetIP-NY
  • Provides event details to VP Marketing for publicity purposes
  • Plans, recruits volunteers andexecutes at least four events per calendar yearaimed at promoting professional development
  • Assists other board members as needed

VP - Cultural Events (1 position)

Plans and executes eventsdesigned to promote cultural awareness

Section 1: Duties and Responsibilities

  • Provides event reports toExecutive Board
  • Creates event plans, pre-event budgets and post event reports
  • Forges strategic partnerships with appropriate organizations on behalf of NetIP-NY
  • Provides event details to VP Marketing for publicity purposes
  • Plans, recruits volunteers andexecutes at least four events per calendar yearaimed at promoting cultural awareness
  • Assists other board members as needed

VP - Community Service (1 position)

Plans and executes eventsdesigned to promote service in the community

Section 1: Duties and Responsibilities

  • Provides event reports to Executive Board
  • Creates event plans, pre-event budgets and post event reports
  • Forges strategic partnerships with appropriate organizations on behalf of NetIP-NY
  • Provides event details to VP Marketing for publicity purposes
  • Plans, recruits volunteers andexecutes at least four events per calendar yearaimed at promoting community service
  • Assists other board members as needed

VP - Political Awareness (1 position)

Plans and executes eventsdesigned to promote awareness of key political issues affecting South Asian Americans

Section 1: Duties and Responsibilities

  • Provides event reports toExecutive Board
  • Creates event plans, pre-event budgets and post event reports
  • Forges strategic partnerships with appropriate organizations on behalf of NetIP-NY
  • Provides event details to VP Marketing for publicity purposes
  • Plans, recruits volunteers andexecutes at least four events per calendar yearaimed at promoting community service
  • Assists other board members as needed

VP - Corporate Sponsorship (1 Position)

Raisesfunds from corporations, foundations, individual donors, etc. for the organization

Section 1: Duties and Responsibilities

  • Develops and executes diversified fund development for NetIP-NY and NetIP National Conference
  • Works with VP Marketing to develop and distribute marketing materials aimed at raising funds for key NetIP-NY programs/initiatives
  • Obtains advertisers for weekly e-mail and NetIP Membership newsletter
  • Works with VP Membershipto identify key strategic partnersthat can add valueto NetIP-NY membership
  • Forges and maintain relationships with key businesses/organizations
  • Works with VP Marketing to develop media sponsorships
  • Raises funds for the organization
  • Assists other board members as needed

VP –Finance & Administration (1 Position)

Works with the President to ensure the goals of the organization are met at all times

Section 1: Duties and Responsibilities

  • Maintains financial integrity of NetIP-NY
  • Creates budgets and monthly financial summary
  • Maintains a record ofProfit and Loss statements for each event
  • Creates annual statement of cash flows, balance sheets and income statements
  • Handles daily banking
  • Manages accounts receivable and payables
  • Ensures that taxes are filed accordingly and in a timely fashion
  • Coordinates insurance and liability issues
  • Records and issues meeting minutes
  • Maintains organizationfiles and inventory of supplies
  • Works with all VPs to create budgets andensure thatinternal procedures are properly followed

VP - Marketing & Public Relations (1 Position)

Communicates NetIP Mission and activities to internal and external audiences

Section 1: Duties and Responsibilities

  • DevelopsMarketing and Public Relations plan and budgets
  • Promotes the vision and Mission of NetIP-NY to members, non-members and other organizations
  • Creates anddistributes weekly emails to keep members informedof upcoming events
  • Works with VP Corporate Sponsorship to developfund development marketing materials
  • Work with VP Membership and VP Technology to create website marketing
  • Creates a semi-annual newsletter to be sent to all members
  • Maintains database of Media Contacts and other SA Organization contacts
  • Obtains media coverage for the organization
  • Assists other board members as needed

VP - Technology (1 position)
Overseestechnology initiatives and investments to ensure the organization is able to function effectively

Section 1: Duties and Responsibilities

  • Creates and implements technology plan/solution
  • Maintains website and responds to queries/problems regarding technology issues
  • Creates event registration links and fulfills technological requests as needed for events
  • Maintains security protocol foreffective internal operations
  • Assists otherboard memberswithtechnology issues

VP – Social Activities (1 Position)

Lead and assist all social activities for the NetIP NY chapter

Section 1: Duties and Responsibilities

  • Plans quarterly large scale events to boost membership numbers and awareness of NetIP goals (e.g. brunch, holiday party, vineyard trip)
  • Plans regular events with smaller crowds to engage the local population (e.g. book club with a local author, dinner club, ski trip)
  • Works with other pillars to help select venues and negotiate packages for upcoming events
  • Plans the pre-Conference kick-off event for NetIP NY which focuses on increasing membership and promoting registration for the annual conference