THE CONSTITUTION OF THE DHARMARAJA ALUMNI ASSOCIATION OF NORTH AMERICA
Dharmaraja College is a school located in Kandy, Sri Lanka which offers education kindergarten through Grade 12. In the formation of the Dharmaraja Alumni Association of North America Inc., we find it essential and imperative that the objectives, procedures, and regulations of this association be set forth in a written document, which shall govern this association and its Membership for the duration of its existence. With these goals and objectives in mind, we do hereby ordain and establish this constitution of the Dharmaraja Alumni Association of North America. The Association shall not support campaigns for supporting political parties, race, religion.
- The association bears the name “Dharmaraja Alumni Association of North America Inc.'' from now on referred to as “DAANA”.
- The financial year is from January 1 – December 31.
DAANA was formed to involve itself in projects that will improve educational, social, and cultural activities and infrastructure at Dharmaraja College, Kandy (henceforth referred to as DRCK), Sri Lanka, and promote networking and camaraderie of alumni of DRCK, in North America. DAANA will also involve in projects that will advance learning, scholarship and other academic activities in Sri Lanka in general. DAANA comprises of many individuals who can relate their upbringing to DRCK (who call themselves Rajans) and share the common goal of furthering the vision of DRCK of shaping up the young generation of Sri Lankans dating back over a century.
3.1 Regular membership
3.1.1 Active membership in the DAANA shall be open to those who have attended DRCK at any time in their lives and now resides in North America.
3.1.2 Membership is free for any alumni of DRCK who resides in North America.
3.1.3 Only registered members of the association are entitled to vote at the meetings of the Association.
3.1.4 Members are required to abide by the rules and regulations defined by the constitution and the decisions made by the association.
3.1.5 Any member may withdraw membership by expressing the will to do so in writing.
3.2 Honorary Memberships (without voting right)
3.2.1 Former faculty and staff members of DRCK, who are not necessarily alumni of DRCK.
3.2.2 Family members of DAANA members and well-wishers of DAANA.
The Board of Directors (BOD)
4.1 The association shall have not less than four and not more than nine directors and collectively they shall be known as the Board of Directors (BOD). The number may be changed by amendment of this Constitution, or by repeal of this Constitution and adoption of a new Constitution, as provided in this Constitution.
4.2 The Board of Directors may, from time to time, set the number of directors of the association and the composition of the director board within the above limits. The number of directors may not exceed closest integer greater than or equal to 10% of number of registered members.
4.3 The activities and affairs of this association shall be conducted, and all association powers shall be exercised by or under the direction of the Board of Directors subjected to the provisions of applicable law, and any limitations in the Articles of Association and the Constitution or approved by the members of this association.
4.4 It shall be the duty of the directors to:
4.4.1 Perform any and all duties imposed on them collectively or individually by law, by the Articles of Association of this association, or by this Constitution;
4.4.2 Appoint and remove, employ and discharge, and, except as otherwise provided in this Constitution, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the association;
4.4.3 Supervise all officers, agents and employees of the association to assure that their duties are performed properly;
4.4.4 Meet at such times and places as required by this Constitution;
4.4.5 Register their electronic mail and postal addresses with the Secretary of the association and notices of meetings mailed to them at such addresses shall be valid notices thereof.
4.5 Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in this Constitution, and until his successor is elected and qualifies.
4.6. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 4.4 of this Article.
4.7 Directors may not be compensated for rendering services to the association in any capacity other than director unless such other compensation is reasonable.
4.8 Restrictions regarding interested directors:
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49 %) of the persons serving on the board may be interested persons. For purposes of this Section, " interested persons " means either:
4.8.1 Any person currently being compensated by the association for services rendered it within the previous twelve (12) months,
whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable
compensation paid to a director as director; or
4.8.2 Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law,
or father-in-law of any such person.
4.9 Meetings shall be held at the principal office of the association unless otherwise provided by the board or at such place which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the association shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the association or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.
4.10 Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another, or by means of electronic mail, as described in Section 4.10. Meetings held by means of electronic mail shall be deemed to have been held at the principal office of the association.
4.11 The Board of Directors may hold meetings by exchanging electronic mail. Directors may confer by either sending messages properly addressed to all members of the board, or by sending messages to an electronic mail distribution list which has been set up to re-distribute messages to all directors.
All messages comprising the meeting must be sent to all directors, including those who are not participating in the meeting. Copies of the messages may also be sent to persons who are not members of the board, and such persons may also address the board by sending messages, though they shall not participate in any vote or ballot of the board.
The secretary, or other person taking minutes of the meeting, shall record all messages. This record may comprise the minutes of the meeting, or alternatively, may be filed with the minutes of the meeting.
The Chairman, or other person presiding at the meeting, shall call the meeting to order by sending a message to the members of the board. Meetings may continue for an indefinite length of time, until concluded or adjourned. However, if one or more members of the board experience difficulties or undue delay in sending or receiving messages, the meeting may be abandoned or adjourned for a later date, or until the difficulties have been resolved.
The board may adopt resolutions by the chairman or other person presiding at the meeting asking for a vote on the resolutions tabled at the meeting. Each director should then send a message to the chairman, or other person presiding at the meeting, indicating whether he or she is voting for or against each resolution being voted on. A resolution will be adopted if at least a quorum of the directors vote on it and it is carried with a majority of these votes, or by any other procedure described in the Constitution or adopted by the directors.
4.12 Annual meetings of Directors shall be held once a year on a date to be specified by the Secretary in consultation with the Chairman (President) of the board.
4.13 Special meetings of the Board of Directors may be called by the Chairman of the board, the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the association or through a means of electronic telecommunication.
4.14 Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or electronic mail. If sent by mail, the notice shall be deemed to be delivered on its deposit in the post office box or if sent by electronic mail, on the proper submission of an electronic message.
Such notices shall be addressed to each director at his or her address as shown on the database of contacts of the association. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
4.15 Notice of meetings not herein dispensed with shall specify the place (the place could be a physical meeting or Electronic Chat Room), day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.
4.16 The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the association's records or made a part of the minutes of the meeting.
4.17 A quorum shall consist of four directors unless the association has less than three directors, in which case a quorum shall consist of all the directors.
Except as otherwise provided in this Constitutions or in the Articles of Association of this association, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Association or Constitutions of this association.
4.18 Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Association or Constitutions of this association, or provisions of applicable law require a greater percentage or different voting rules for approval of a matter by the board.
4.19 Meetings of the Board of Directors shall be presided over by the Chairman (who is the President of the Association) of the Board, or, if no such person has been so designated or, in his or her absence, the President of the association or, in his or her absence, by the Vice President of the association or, in the absence of each of these persons, by a Chairman chosen by a majority of the directors present at the meeting. The Secretary of the association shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with this Constitutions, with the Articles of Association of this association, or with provisions of law.
Resolutions passed by the board shall be signed by the person presiding at the meeting and filed with the secretary. Copies of all resolutions shall be delivered personally, by first-class mail or by electronic mail to all members of the board.
Resolutions may be confirmed by the directors who participated in the meeting signing copies of the resolution and sending them to the secretary. However, resolutions shall be valid even if this does not occur.
4.20 Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board ". Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Constitutions of this association authorize the directors to so act, and such statement shall be prima-facie evidence of such authority.
4.21 Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under the courts of law.
If this association has any members, then, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.
If this association has no members, directors may be removed without cause by a majority of the directors then in office.
Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the association would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by action of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of this Constitutions, or (3) a sole remaining director. If this association has members, however, vacancies created by the removal of a director (as opposed to the death or resignation of a director, or an increase in the number of directors) may be filled only by the approval of the members. The members, if any, of this association may elect a director at any time to fill any vacancy not filled by the directors.
The Board of Directors may leave a vacancy in the board unfilled until the next election of the board, or reduce the number of directors instead of filling the vacancy.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
4.22 The directors shall not be personally liable for the debts, liabilities, or other obligations of the association.
4.23 To the extent that a person who is, or was, a director, officer, employee or other agent of this association has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the association, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this association but only to the extent allowed by, and in accordance with the requirements of law.
4.24 The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the association (including a director, officer, employee or other agent of the association) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the association would have the power to indemnity the agent against such liability.
5.1 Elections must be held within the last month of the incumbent BOD.
5.2 No member can serve in the BOD for two consecutive years. However, former directors can contest again in future elections.
5.3 A three(3)-member Election Committee shall be formed. The incumbent president of the association will serve as chair of the Elections Committee. The other two members of the Election Committee may be chosen from the BOD. The names of committee members of the Election Committee cannot be in the ballot paper at the general election.
5.4 The Election Committee shall decide the important dates and hours, such as, call for nominations, closing date of nominations, and the date of the election. The chair of the Election Committee must inform the closing date for nominations and the election date to all the members three (21 days) weeks prior to the election individually by email and must display on the Association website.
5.5 In the above (Section 5.4) notification, number of BOD positions available for the next business year must be also clearly stated.
5.6 Members will be given 14 days to nominate members as future leaders of the Association (to the director board). A written consent from the nominee must be forwarded to the Election Committee before presenting the nomination to the membership.
5.7 Any member (even the members of the current BOD, and members of the Election Committee) can nominate a fellow member to the future BOD with a written consent from the nominee.
5.8 Each nominee may provide a statement of interest that may include a brief bio, past experience in public service, his future goals for the Association and how he plans to accomplish those goals, to the Election Committee. The statement must be concise and should not exceed a A4 paper. The statement will serve as his election poster for the nominee. The Election Committee must forward the statement to all the members as an email attachment and must be displayed on the Association website until the elections are over.
5.9 Incumbent Board of Directors, collectively, can nominate a member based on the nominees contributions to the association during the past year. In such cases, the endorsement letter from the Board of Directors will serve as the candidates election statement and the candidate does not have write an election statement by himself.
5.10 As soon as a nomination arrives, the committee may review the nomination for suitability of candidature according to this constitution. As soon as the Election Committee arrives at a decision on the nominee, the decision should be communicated to the membership both individually by email and by displaying on the Association website.
5.11 Nominees may withdraw their candidatures at any time before the closing date (hour) of nominations by writing an email to the chair of the Election Committee.
5.12 There is no limit in the number of nominations.
5.13 Every regular registered members (Section 3.1) can cast their votes at the election as stated in this constitution.
5.14 Since the Association comprises members from every corner in the continent of North America, elections must be conducted in free and fare manner in which every member gets an opportunity to cast his vote. The Election Committee is entrusted to devise plans to conduct the election using the technology of the day or whatever mode deem appropriate. In case, a web-based election is conducted, the voting process should not exceed 72 hours. The Chair of the Election Committee must remind every member by email of the election two times (48-hours, 24-hours, and 0 hours) before voting starts,. In such situations, when any member feel he would not be able to make it on the election day, he is permitted to cast his vote by sending an email to the chair of the Election Committee with his choice of votes.
5.15 Each member will choose and vote for not more than the number of the directors that has been set forth for the next business year. The number must have been informed in the Election Committee chair's first announcement of the election (Section 5.4) .
5.16 Once the election is over. The results must be communicated to the members both individually by email and by displaying on the Association website within 24-48 hours after closing the voting period.
5.17 The Election Committee will pick the directors for the next business year based on the number of preferential votes that each candidate has received. The names of the elected members must be clearly indicated in above communication (Section 5.16).
5.18 DAANA comprises members mainly from two large countries ( USA and Canada ). The members are united in the spirits of rajans and DAANA does not look at geo-political boundaries when the candidates are chosen or members cast their votes to elect directors. However, for managerial purposes, it is beneficial to have at least one member from each country in the BOD. Thus, in such situations when all the elected members are from the same country, the candidate with the lowest vote would be required to step down and the vacancy will be filled by the candidate with the highest votes from the other country. In such situations when there is a tie in the results, the elected BOD have the powers to solve the matter through compromise.
5.19 In such situations when one country does not field a candidate at the election, the newly elected BOD will select a member from that country and invite him to join the BOD. However, this auxiliary member in the BOD does not have voting powers within the BOD. He is only responsible for maintaining the communication between DAANA and the members from the country he resides.
6.1 The officers of the association shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The association may also have, as determined by the Board of Directors, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairman of the Board.
6.2 The elected directors shall choose the President of the Association (who will function as the chairman of the Board of Directors and the Chief Executive Officer) from the elected body. The Board of Directors, through compromise and dialogue, must unanimously select the president of the Association.
6.3 The Secretary and the Treasure of the Association must be elected members of the BOD. The BOD can elect Vice President, and any other officers from either from the members of the board or the Membership.
6.4 Duties of Officers
It is the duty of the President to preside over all meetings. The President is also responsible for presiding over any voting procedures that are necessary.
The specific duties of the president shall be to preside at the annual meeting, to preside at Board meetings, to enforce constitution and regulations of the association and to carry out the will of members, to appoint special and ad hoc committees, and to promote the programs of the Association.
The President is the primary representative of the association, and is responsible and accountable for all association activities.
The President is answerable to both the association's Membership and the Sponsor.
6.4.2 Vice President
The Vice-President supplants the President, aiding him in his duties.
In the absence of the President, the Vice-President assumes all his duties.
The Secretary is responsible for all clerical duties in the Organization.
The duties of the secretary shall be to attend the annual meeting and the Board meetings, to record the minutes of the annual meeting, Board meetings, and to read and/or distribute the minutes at the meetings.
The secretary shall dispatch any correspondence of the Association as deemed necessary by the President and the Board.
The secretary will also maintain an updated email list of all the members.
The Secretary will also serve as the email coordinator and the chief editor of the Association website.
The Secretary's name will name will be given as the point of contact for communication outside the Association.
The Treasurer is responsible for the association's finances.
The duties of the treasurer shall be to receive and disburse all monies. The treasurer shall keep accurate records of receipts and disbursements, shall present a written report at each meeting of the Association..
He will be responsible for the transparency and will be responsible for all accounts pertaining to the organization.
It is outgoing treasurer’s responsibility that: 1) balance account books for the year, 2) prepare the annual financial report and report to the members, and 3) state and federal tax filing and any tax related business for the financial year in which he was responsible.
7.1 Action Committees
7.1.1 The association shall have such committees as may from time to time be designated by resolution of the Board of Directors. Each committee will have at least one member from the BOD. Such committees may also consist of persons who are not members of the board.
7.1.2 These action committees shall take the leadership role in organizing the activities and accomplishing the task entrusted upon the committee.
7.1.3 Entertainment, Education and Outreach, Fund Raising and Membership Committees may be regular action committees.
7.2 Special Committees
7.2.1 Under very specific circumstances, special committees may be formed in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.
7.2.2 The board of directors may elect the members of the advisory committee but the members of the BOD cannot serve in such committees.
7.2.3 Once the committee arrives at a resolution, the committee chair will communicate the recommendation to the BOD.
8.1 Founding ideals of DAANA is to bring together fellow Rajans who reside in the continent of North America under one roof. Given the fact that members can be far apart, it is unrealistic to expect the entire membership to be physically present at a single event. Therefore, DAANA encourages members to promote social networking by forming their own local chapters.
8.2 A local chapter may be formed by any group of members who resides close proximity to each other and have the ability to meet physically together.
8.3 Minimum number of seven members is required to recognize a local chapter.
8.4 A local chapter may have its own officers, and its own organization structure.
8.5 A local chapter may have its own constitution and financial procedures.
8.6 In such case if a new constitution is adopted by the chapter, it must be explicitly stated that it is a local chapter of the DAANA.
Amendments to the Constitution
9.1 Amendments to the constitution can be made by the majority vote, more than 50% of the participated members, and unanimous approval from the Board of Directors.
Dissolution of the Association
10.1 Upon the dissolution of this organization, after paying or making provision for all its obligations and liabilities, all of the assets of this organization shall be distributed to Dharmaraja College, Kandy, Sri Lanka for the benefit of its students. Any such assets not so disposed of shall be distributed, by the order of any Maryland court with jurisdiction, exclusively for such purposes, or to such organization or organizations which are organized and operated exclusively for such purposes.