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BYLAWS OF TELUGU ASSOCIATION OF SAN ANTONIO(TASA)

PREAMBLE

Whereas the need exists for cohesive action on the part of the people of Telugu origin residing in San Antonio area, it is hereby resolved that a not-for-profit Association be formed which will be called TELUGU ASSOCIATION OF SAN ANTONIO (TASA) to preserve and propagate Telugu cultural heritage and maintain the identity of said group of people and to provide a forum for Telugu literary, cultural, educational, social, and charitable interaction among its members. These Bylaws (referred to as the "Bylaws") govern the affairs of TELUGU ASSOCIATION OF SAN ANTONIO, a nonprofit Association (referred to as the “Association”) organized under the Texas Non-Profit Corporation act (referred to as the "Act").

ARTICLE 1

OBJECTIVES

• To preserve, maintain, and promote Telugu Cultural heritage in San Antonio and surrounding areas
• To organize and promote Telugu cultural, literary, and educational events
• To encourage awareness and promote Telugu culture among Telugu youth
• To serve as a central resource for all issues related to Telugu Community

Office

Principal Office

1.01. The principal office of the Association in the Sate of Texas shall be located in the San Antonio area. The Association may not have such other offices, either in Texas or elsewhere. The mailing address for the Association shall be: P.O. Box 781853 , San Antonio , Texas 78278 . The Executive Committee may change mailing address or the location of office of the Association within the San Antonio area, State of Texas.

Registered Office and Registered Agent

1.02. The Association shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas . The registered office may, but need not, be identical with the Association's principal office in Texas. The Executive Committee may change the registered office and the registered agent as provided in the Act.

ARTICLE 2

MEMBERS

Categories of Member

The Association shall have two categories of members, namely, annual and life members. Either single or family shall be eligible to become an annual or life member. Family membership is defined as husband, wife and their children of 20 years old or less.

Life Member

• Any person or family shall be eligible to become a Life Member of TASA by paying a fixed life membership fee.

Annual Member

• Any person or family shall be eligible to become an annual member of TASA by paying appropriate annual membership fees.

Membership Term

• Membership terms for annual members are for one calendar year (i.e., from January 1 to December 31). A member in good standing in a calendar year is one who paid his/her dues before end of September 30 th . A life member is in good standing as soon as the payment of his/her dues is received

Membership Upgrade

• Any annual member can upgrade his/her membership status to life membership category by paying the difference in membership dues within the same calendar year. Membership status shall be effective from the date of the receipt of the payment.

Admission of Members and Renewal of Membership

Any person subscribing to the objectives of TASA and willing to abide by the Constitution and Bylaws of TASA may be admitted to membership in the Association by the Executive Committee or a committee designated by the Executive Committee to handle such matters. The Executive Committee may adopt and amend application procedures and qualifications for membership in the Association. A member may renew membership by paying all required fees and dues and submitting an application for renewal of membership.

Membership Fees and Dues

The Executive Committee may set and change the amount of the annual dues or life membership dues payable to the Association by members. Any revision in the membership dues shall be made only once in a calendar year and they are effective from the beginning of the subsequent calendar year. Dues shall be payable annually for annual members and one time for life membership. Failure to pay dues within thirty (30) days of their due date automatically terminates an annual membership. Annual Membership shall be reinstated upon payment of the dues.

Voting Rights

Each individual member shall be entitled to one vote and the family membership (husband and wife) is entitled to two votes on each matter submitted to a vote of the members.

Resolution of Disputes

In any dispute between members relating to the activities of the Association, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute between themselves, they shall cooperate to select one or more mediators to help resolve the dispute. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in Section 171.001 et seq. of the Texas Civil Practice and Remedies Code only if the parties have met together with a mediator. This paragraph shall apply to a dispute involving the Association s action relating to the sanctioning, suspension, or expulsion of a member from the Association. The Executive Committee shall have the discretion to authorize the use of the Association's funds for mediation or arbitration of a dispute described in this paragraph.

Sanction, Suspension, or Termination of Members

The Executive Committee may impose reasonable sanctions on a member, or suspend or expel a member from the Association, for good cause after a hearing. Good cause includes the default of an obligation to the Association to pay fees or dues for a period of 30 days following delivery of notice of default, or a material and serious violation of the Association's articles of in Association, Bylaws, or rules, or of law. The Executive Committee may delegate powers to a regular or ad hoc committee to conduct a hearing, make recommendations to the Executive Committee, or take action on behalf of the Executive Committee.

The Executive Committee or a committee designated by the Executive Committee to handle a matter involving sanctioning, suspension, or expulsion may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least 30 days prior to the hearing. However, shorter notice may be deemed adequate if the Executive Committee or a committee designated by the Executive Committee to handle a matter involving sanctioning, suspension, or expulsion determines that the need for a timely hearing outweighs the prejudice caused to the member and if a statement of the need for a timely hearing is included in the notice. If mailed, the notice shall be sent by registered or certified mail, return receipt requested.

A member shall have the right to be represented by counsel at and before the hearing. The Executive Committee or a committee designated by the Executive Committee to handle a matter involving sanctioning, suspension, or expulsion may impose sanctions, suspend a member, or expel a member by vote of a majority of the Executive Committee or a committee designated by the Executive Committee to handle a matter involving sanctioning, suspension, or expulsion who are present and voting

Resignation

Any member may resign from the Association by submitting a written resignation to the secretary. The resignation need not be accepted by the Association to be effective. A member's resignation shall not relieve the member of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid prior to the effective date of the resignation.

Reinstatement

A former member may submit a written request for reinstatement of membership. The Executive Committee or a committee designated by the Executive Committee to handle the matter may reinstate membership on any reasonable terms that the Executive Committee or committee deems appropriate.

Transfer of Membership

Membership in the Association is not transferable or assignable. Membership terminates on the dissolution of the Association or the death of a member. Membership in the Association is not a property right that may be transferred after a member's death. In case of separation/divorce the original family members (husband and wife) retain the right to membership and either of them has a right to resign only their individual membership but not both.

Waiver of Interest in Association Property

All real and personal property, including all improvements located on the property, acquired by the Association shall be owned by the Association. A member shall have no interest in specific property of the Association. Each member hereby expressly waives the right to require partition of all or part of the Association's property.

ARTICLE 3

MEETINGS OF MEMBERS

Annual Meeting

Beginning in 2007, the Executive Committee shall hold at least one annual meeting of the members each year and such meeting shall be held only in the San Antonio area in the state of Texas . At this annual meeting, the members shall elect Executive Committee Members (ECMs) or transact any business that may come before the meeting and such meeting should be held before the end of October. In years when there is no election of ECM members, the general body meeting shall be held any time during the year.

Special Meetings

Special general body meetings of the members may be called by the Executive Committee at the request of two-thirds of the Executive Committee members, or request by 25% of the voting members.

Notice of Meetings

Written or printed notice of any meeting of members, including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than fifteen (15) nor more than forty five (45) days before the date of the meeting. In the case of family members, only one notice for each household will be sent. If the Association has more than 1,000 members at the time the meeting is scheduled or called, notice may be given by publication in any newspaper of general circulation in San Antonio, Texas.

The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the Association, or the officers or persons calling the meeting. If all of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice. The record date for determining the members entitled to vote at a meeting shall be the date of the notice. After a record date is fixed for the notice of a meeting, an alphabetical list of members entitled to receive notice, including their addresses and number of votes each is entitled to cast, will be prepared.

The list must contain a listing of members who are entitled to vote at the meeting, although not entitled to receive notice. The list must be available for inspection at the principal office, or other reasonable place in the city in which the meeting will be held, as specified in the meeting notice, during the period from two business days after notice is given until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or the member's agent or attorney is entitled to make the inspection on written demand, and to copy the list at a reasonable time and at the member's expense. Top

Quorum

The members holding 20% of the votes that may be cast at a meeting who attend the meeting in person or by proxy shall constitute a quorum at that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without a vote of at least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time. At the reconvened meeting, members holding 10% of the votes that may be cast at a meeting who attend the meeting in person or by proxy shall constitute a quorum. If a quorum is present at no time during a reconvened meeting, the action may be approved by the Executive Committee. And such action needs the approval of at least two-thirds of the ECMs.

Actions of Membership

The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or the Bylaws. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the meeting. Voting shall be by ballot or voice, except that any election of ECMs shall be by ballot if demanded by any voting member at the meeting before the voting begins.

Proxies

A member entitled to vote may vote by proxy executed in writing by the member for the specific meeting.

Voting by Mail

The Executive Committee may authorize members to vote by mail (postal or electronic) for matter or matters other than the election of ECMs that may be voted on by the members.

ARTICLE 4

EXECUTIVE COMMITTEE

Management of the Association

The affairs of the Association shall be managed by the Executive Committee. The Executive Committee shall have all of the rights and powers granted to a Board of Directors in the Texas Non-Profit Corporation Act.

Number, Qualifications, and Tenure of E. C. Members

The number of ECMs shall be ten (10). ECMs should be residents of San Antonio area, state of Texas . ECMs shall be members of the Association. Elections of ECM's shall be held every year at the annual GBM. Each ECM shall serve for a term of two years, provided however an ECM who is elected as President-Elect at the end of his/her 2nd year as an ECM, may serve for one additional year as an ECM, if he/she succeeds to the Presidency. A member may serve up to no more than two consecutive terms as an ECM. The member is eligible for an ECM position if he/she chooses to return after a gap of at least two years since the last time he/she served as an ECM.

NOTE: These changes to the tenures of the ECMs will be effective starting with the ECMs elected at the end of 2016.

One-time Exception: In order to enforce the revised model, and to ensure staggered terms, the terms of all retiring office bearers (in this year 2016), except that of the President, will be extended by one year

Nomination of ECMs

A Nominating Committee (NC) consisting of three members, appointed by the President with the approval of the Executive Committee, shall seek and propose candidates for election to all open ECM positions. The committee consists of one ECM and two TASA members at large. The ECM will head this committee. The nominating committee shall not include any member who is either contesting for any position or nominating/seconding any contestant for any position. Nominees for ECM shall be members in good standing.

Nominations may also be made by any member in good standing of the Association by writing to the NC before the due date. Valid nominations, as certified by the Nominating committee, shall be published within a week after the last date for receipt of nominations. If elections are required, the NC shall notify the EC and candidates two weeks prior to the GBM. The candidates can request a list of members in good standing who can vote at the GBM and the EC must make such list available within 24 hours of request. NC shall solicit floor nominations on the day of election only in the event no prior nominations are received for any of the ECM positions.

Vacancies

If an ECM chooses to resign from the EC, he/she may do so by submitting their resignation in writing (by mail or email) to the EC, indicating the effective date of resignation. The EC shall convene a Special or Regularly scheduled Meeting as soon as is convenient and reasonable, where the resignation of the ECM shall be an agenda item. The resigning ECM shall be informed of this meeting and shall be offered the option to attend the meeting. The EC shall give the resigning ECM the option to reconsider their resignation, and if the ECM does not change his/her decision, the resignation is considered accepted by the EC. When a vacancy arises before the completion of an ECM’s term, the President, in consultation with the EC, shall call for nominations for the vacant position(s). The ECMs present at a duly called or held meeting at which a quorum is present, shall select from the received nominations by simple majority, a new ECM for the reminder of the unexpired term. EC has the discretion to not fill a vacant position if the unexpired term is less than 3 months.

Regular Meetings

The Executive Committee may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Association's registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the Committee is required other than a resolution of the Executive Committee stating the time and place of the meetings.

Special Meetings

Special meetings of the Executive Committee may be called by or at the request of the president or any five (5) ECMs. A person or person authorized to call special meetings of the Executive Committee may fix any place within the Association's registered area as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the ECMs as required in the Bylaws.

Notice

Written or printed notice of any special meeting of the Executive Committee shall be delivered to each ECM not less than five (5) nor more than twenty-one (21) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.

Quorum

Six ECMs or a majority of the number of ECMs then in office shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. The ECMs present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough ECMs leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of ECMs required to constitute a quorum.

Duties of Executive Committee Members

ECMs shall discharge their duties, including any duties as ECMs, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Association. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on ECMs, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Association or another person that were prepared or presented by a variety of persons, including officers and employees of the Association, professional advisors or experts such as accountants or legal counsel.

An ECM is not relying in good faith if the ECM has knowledge concerning a matter in question that renders reliance unwarranted. ECMs are not deemed to have the duties of trustees of a trust with respect to the Association or with respect to any property held or administered by the Association, including property that may be subject to restriction imposed by the donor or transferor of the property.

Duty to Avoid Improper Distributions

ECMs who vote for or assent to improper distributions are jointly and severally liable to the Association for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the Association are not thereafter paid and discharged. Any distribution made when the Association is insolvent, other than in payment of corporate debts, or any distribution that would render the Association insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. ECMs present at a committee meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing.

The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment. An ECM is not liable if, in voting for or assenting to a distribution, the ECM relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Association; legal counsel, public accountants, or other persons as to matters the ECM reasonably believes are within the person's professional or expert competence; or a committee of the Executive Committee of which the ECM is not a member; while acting in good faith and with ordinary care, considers the assets of the Association to be at least that of their book value; or in determining whether the Association made adequate provision for payment, satisfaction, or discharge of al of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations.

Furthermore, ECMs are protected from liability if, in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Association. ECMs who are held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.

Delegation of Duties

ECMs are entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the Association; and to sell, transfer, or otherwise dispose of the Association's assets and properties at a time and for a consideration that the advisor deems appropriate. The ECMs have no liability for actions taken or omitted by the advisor if the Executive Committee acts in good faith and with ordinary care in selecting the advisor. The Executive Committee may remove or replace the advisor, with or without cause.

Interested ECMs

Contracts or transactions between ECMs, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the ECM, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party's votes are counted for the purpose. However, the material facts must be disclosed to or known by the committee or other group authorizing the transaction, and adequate approval from disinterested parties must be obtained.

Actions of Executive Committee

The Executive Committee shall try to act by consensus. However, the vote of a majority of ECMs present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Executive Committee unless the act of a greater number is required by law or the Bylaws. An ECM who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Executive Committee. In the event of a tie vote by the ECMs, the President shall receive an extra vote to break the tie.

Proxies

An ECM may not vote by proxy.

Compensation

ECMs shall not receive salaries or compensation for their services.

Removal of ECMs

The Executive Committee or ECMs may vote to remove an ECM at any time, only for good cause. Good cause for removal of an ECM shall include the un-excused failure to attend three (3) consecutive meetings of the Executive Committee. A meeting to consider the removal of an ECM may be called and noticed following the procedures provided in the Bylaws. The notice of the meeting shall state that the issue of possible removal of the ECM will be on the agenda and the notice shall state the possible cause for removal. The ECM shall have the right to present evidence at the meeting as to why he or she should not be removed, and the ECM shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Association shall consider possible arrangements for resolving the problems that are in the mutual interest of the Association and the ECM An ECM may be removed by the affirmative vote of fifty-one percent (51%) of the Executive Committee.

ARTICLE 5

OFFICERS

Officer Positions

The officers of the Association shall be a President, President-Elect, a Secretary, a Joint Secretary and Treasurer. The Executive Committee may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and president-elect.

Election and Term of Office

The officers of the Association shall be elected annually by the new Executive Committee at the regular meeting of the Executive Committee that follows the GBM on or before November 30th.. Each officer shall hold office for a term of one year or until a successor shall have been duly elected. Any of the officers shall be eligible for re-election, but shall not hold the same office in successive terms. Each officer shall transfer all his/her original and other relevant records, assets, of the Association to the respective successor no later than fifteen (15) days from the time of the election of the executive officers.

Removal

Any officer elected or appointed by the Executive Committee may be removed by the Executive Committee only with good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer.

A vacancy in any office may be filled by the Executive Committee for the unexpired portion of the officer's term.

President

The president shall be the chief executive officer of the Association. The president shall supervise and control all of the business and affairs of the Association. The president shall preside at all meetings of the members and of the Executive Committee. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Executive Committee has authorized to be executed. However, the president may not execute instruments on behalf of the Association if this power is expressly delegated to another officer or agent of the Association by the Executive Committee, the Bylaws, or statute. The president shall perform other duties prescribed by the Executive Committee and all duties incident to the office of president. Top

President-Elect

When the president is absent, is unable to act, or refuses to act, the president-elect shall perform the duties of the president. When the president elect acts in place of the president, the president-elect shall have all the powers of and be subject to all the restrictions upon the president. The president-elect shall perform other duties as assigned by the president or Executive Committee. The President-Elect will assume the office of President upon completion of President's term of two years.

Treasurer

The treasurer shall:

• Have charge and custody of and be responsible for all funds and securities of the Association.
• Receive and give receipts for moneys due and payable to the Association from any source.
• Deposit all moneys in the name of the Association in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Executive Committee or president.
• Write checks and disburse funds to discharge obligations of the Association. Funds may not be drawn from the Association or its accounts for amounts greater than $500.00 without the signature of the president or president-elect or secretary in addition to the signature of the treasurer.
• Maintain the financial books and records of the Association.
• Prepare interim financial reports for regular scheduled Executive committee meetings and a comprehensive report at least annually.
• Perform other duties as assigned by the president or by the Executive Committee.
• If required by the Executive Committee, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Executive Committee.
• Perform all of the duties incident to the office of treasurer.

Secretary

The Secretary shall:

• Give all notices as provided in the Bylaws or as required by law.
• Take minutes of the meetings of the members and of the Executive Committee and keep the minutes as part of the Association records.
• Maintain custody of the Association records and of the seal of the Association.
• Affix the seal of the Association to all documents as authorized.
• Keep a register of the mailing address of each member, ECM, officer, and employee of the Association. This information shall not be disclosed to any other entity without the express permission of the Executive Committee.
• Perform duties as assigned by the president or by the Executive Committee.
• Perform all duties incident to the office of secretary.

Joint Secretary:

The Joint Secretary shall assist the Secretary in performing all of the duties incidental to the office of the Secretary and such other duties required from time to time by the Executive Committee. In the absence of the Secretary the Joint-Secretary shall function as the Secretary.

ARTICLE 6

COMMITTEES

Establishment of Committees

The Executive Committee may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include two or more members and may include persons who are not members. If the Executive Committee delegates any of its authority to a committee, the majority of the committee shall consist of members. The Executive Committee may establish qualifications for membership on a committee. The Executive Committee may delegate to the president its power to appoint and remove members of a committee that has not been delegated any authority of the Executive Committee. The establishment of a committee or the delegation of authority to it shall not relieve the Executive Committee, or any individual members, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Executive Committee to:

• Amend the articles of in Association.
• Adopt a plan of merger or a plan of consolidation with another Association.
• Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Association.
• Authorize the voluntary dissolution of the Association.
• Revoke proceedings for the voluntary dissolution of the Association.
• Adopt a plan for the distribution of the assets of the Association.
• Amend, alter, or repeal the Bylaws.
• Elect, appoint, or remove a member of a committee or a member or officer of the Association.
• Approve any transaction to which the Association is a party and that involves a potential conflict of interest as defined in paragraph 7.04, below.
• Take any action outside the scope of authority delegated to it by the Executive Committee.

Authorization of Specific Committees

There shall be the following committees: None. The Executive Committee shall define the activities and scope of authority of each committee by resolution.

Term of Office

Each member of a committee shall continue to serve on the committee until a successor is appointed. However, the term of a committee member may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member's term.

Chair and Vice-Chair

One member of each committee shall be designated as the chair of the committee and another member of each committee shall be designated as the vice-chair. The chair and vice-chair shall be appointed by the president of the Association, with the consent of the Executive Committee. The chair shall call and preside at all meetings of the committee. When the chair is absent, is unable to act, or refuses to act, the vice-chair shall perform the duties of the chair. When a vice-chair acts in place of the chair, the vice-chair shall have all the powers of and be subject to all the restriction upon the chair.

Notice of Meetings

Written or printed notice of a committee meeting shall be delivered to each member of a committee not less than three (3) nor more than ten (10) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called.

Quorum

Fifty percent (50%) of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum. If a quorum is present at no time during a meeting, the chair may adjourn and reconvene the meeting one time without further notice.

Actions of Committees

Committees shall try to take action by consensus. However, the vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the Bylaws. A committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the committee.

Proxies

A committee member may not vote by proxy.

Compensation

Committee members shall not receive salaries for their services. The Executive Committee may adopt a resolution providing for payment to committee members of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the committee. A committee member may serve the Association in any other capacity and receive compensation for those services. Any compensation that the Association pays to a committee member shall be commensurate with the services performed and shall be reasonable in amount.

Rules

Each committee may adopt rules for its own operation not inconsistent with the Bylaws or with rules adopted by the Executive Committee.

ARTICLE 7

TRANSACTIONS OF THE ASSOCIATION

Contracts

The Executive Committee may authorize any officer or agent of the Association to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Association. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

Deposits

All funds of the Association shall be deposited to the credit of the Association in banks, trust companies, or other depositories that the Executive Committee selects.

Gifts

The Executive Committee may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. The Executive Committee may make gifts and give charitable contributions that are not prohibited by the Bylaws, the articles of in Association, state law, and any requirements for maintaining the Association 's federal and state tax status.

Potential Conflicts of Interest

The Association shall not make any loan to an ECM or officer of the Association . A member, ECM, officer, or committee member of the Association may lend money to and otherwise transact business with the Association except as otherwise provided by the Bylaws, articles of inAssociation , and all applicable laws. Such a person transacting business with the Association has the same rights and obligations relating to those matters as other persons transacting business with the Association. The Association shall not borrow money from or otherwise transact business with a member, ECM, officer, or committee member of the Association unless the transaction is described fully in a legally binding instrument and is in the best interests of the Association . The Association shall not borrow money from or otherwise transact business with a member, ECM, officer, or committee member of the Association without full disclosure of all relevant facts and without the approval of the Executive Committee or the ECMs, not including the vote of any person having a personal interest in the transaction.

Prohibited Acts

• 7.05. As long as the Association is in existence, and except with the prior approval of the Executive Committee or the ECMs, no member, officer, or committee member of the Association shall:
• Do any act in violation of the Bylaws or a binding obligation fo the Association.
• Do any act with the intention of harming the Association or any of its operations.
• Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Association.
• Receive an improper personal benefit from the operation of the Association.
• Use the assets of this Association, directly or indirectly, for any purpose other than carrying on the business of this Association.
• Wrongfully transfer or dispose of Association property, including intangible property such as good will.
• Use the name of the Association (or any substantially similar name) or any trademark or trade name adopted by the Association, except on behalf of the Association in the ordinary course of the Association's business.
• Disclose any of the Association business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.

ARTICLE 8

BOOKS AND RECORDS

Required Books and Records

• 8.01. The Association shall keep correct and complete books and records of account. The Association's books and records shall include:
• A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Association, including, but not limited to, the articles of Association, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
• A copy of the Bylaws, and any amended versions or amendments to the Bylaws.
• Minutes of the proceeding of the members, Executive Committee, and committees having any of the authority of the Executive Committee.
• A list of the names and addresses of the members, ECMs, officers and any committee members of the Association.
• A financial statement showing the assets, liabilities, and net worth of the Association at the end of the seven (7) most recent fiscal years.
• A financial statement showing the income and expenses of the Association for the seven (7) most recent fiscal years.
• All rulings, letters, and other documents relating to the Association's federal, state, and local tax status.
• The Association's federal, state, and local information or income tax returns for each of the Association's seven (7) most recent years.

Inspection and Copying

Any member, ECM, officer, or committee member of the Association may inspect and receive copies of all books and records of the Association required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person's interest in the Association and if the person submits a request in writing. Any person entitled to inspect and copy the Association's books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Association's books and records may do so at a reasonable time no later than thirty (30) working days after the Association's receipt of a proper written request. The Executive Committee may establish reasonable fees for copying the Association's books and records by members. The fees may cover the cost of materials and labor, but may not exceed thirty cents (30¢) per page. The Association shall provide requested copies of books or records no later than thirty (30) working days after the Association's receipt of a proper written request.

Audits

Any member shall have the right to have an audit conducted of the Association's books. The member requesting the audit shall bear the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct the audit. A member may not exercise these rights to compel audits so as to subject the Association to an audit more than once in any fiscal year.

ARTICLE 9

FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day in December in each year.

ARTICLE 10

INDEMNIFICATION

When Indemnification is Required, Permitted, and Prohibited:

• The Association shall indemnify an ECM, officer, committee member, employee, or agent of the Association who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Association. For the purposes of this article, an agent includes one who is or was serving at the request of the Association as a ECM, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Association shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Association's best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Association shall not indemnify a person who is found liable to the Association or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.
• The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Association.
• The Association shall pay or reimburse expenses incurred by an ECM, officer, member, committee member, employee, or agent of the Association in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Association when the person is not a named defendant or respondent in the proceeding.
• In addition to the situations otherwise described in this paragraph, the Association may indemnify an ECM, officer, member, committee member, employee, or agent of the Association to the extent permitted by law. However, the Association shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 10.01(a), above.
• Before the final disposition of a proceeding, the Association may pay indemnification expenses permitted by the Bylaws and authorized by the Association. However, the Association shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Association or one or more members; or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
• If the Association may indemnify a person under the Bylaws, the person may be indemnified against judgment, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney's fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Association, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Procedures Relating to Indemnification Payments

(a) Before the Association may pay any indemnification expenses (including attorney's fees), the Association shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 10.02(c), below. The Association may make these determinations and decisions by any one of the following procedures. (i) Majority vote of a quorum consisting of ECMs who, at the time of the vote, are not named defendants or respondents in the proceeding. (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Executive Committee, designated to act in the matter by a majority vote of all ECMs, consisting solely of two or more ECMs who at the time of the vote are not named defendants or respondents in the proceeding. (iii) Determination by special legal counsel selected by the Executive Committee by vote as provided in paragraph 10.02(a)(i) or 10.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all ECMS (iv) Majority vote of members, excluding ECMs who are named defendants or respondents in the proceeding.

(b) The Association shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 10.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of inAssociation, the Bylaws, or a resolution of members or the Executive Committee that requires the indemnification permitted by paragraph 10.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

(c) The Association shall pay indemnification expenses before final disposition of a proceeding only after the Association determines that the facts then known would not preclude indemnification and the Association receives a written affirmation and undertaking from the person to be indemnified. the determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 10.02(a), above. The person's written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the Bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Association if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.

(d) Any indemnification or advance of expenses shall be reported in writing to the members of the Association. The report shall e made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of consent to action without a meeting. In any case, the report shall be sent within the 12-month period immediately following the date of the indemnification or advance.

ARTICLE 11

NOTICES

Notice by Mail or Telegram

Any notice required or permitted by the Bylaws to be given to a member, ECM, officer, or member of a committee of the Association may be given by mail, telegram, facsimile or email. If mailed, a notice shall be deemed to be delivered when deposited in the Untied States mail addressed to the person at his or her address as it appears on the records of the Association, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Association. A person may change his or her address by giving written notice to the secretary of the Association. If given by email, a notice shall be deemed to be delivered when the email is sent with a "Read Receipt" and it doesn't bounce.

Signed Waiver of Notice

Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of in Association or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time states in the notice being waived.

Waiver of Notice by Attendance

The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 12

SPECIAL PROCEDURES CONCERNING MEETINGS

Meeting by Telephone

The members, Executive Committee, and any committee of the Association may hold a meeting by telephone conference-call procedures in which all person participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.

Decision Without Meeting

Any decision required or permitted to be made at a meeting of the members, Executive Committee, or any committee of the Association may be made without a meeting. A decision without a meeting may be made if a written consent of the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the Association minute book and kept with the Association's records.

Action By Non-unanimous Written Consent

In accordance with the articles of in Association, action may be taken by use of signed written consents by the number of members, ECMs, or committee members whose votes would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of the person signing it. A consent signed by less than all of members, ECMs, or committee members is not effective to take the intended action unless consents signed by the required number of persons are delivered to the Association within 60 days after the date of the earliest dated consent delivered to the Association. Delivery must be made by hand, or by certified or registered mail, return receipt requested. the delivery may be made to the Association's registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Association's principal place of business, the consent must be addressed to the president or principal executive officer.

The Association will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicate that the written consent procedures have been followed. A telegram, telex, cablegram, or similar transmission by a member, ECM, or committee members, or a photographic, facsimile, or similar reproduction of a signed writing, is to be regarded as being signed by the member, ECM, or committee member.

ARTICLE 13

AMENDMENTS TO BYLAWS

The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted either by the Executive Committee or the membership. The notice of any meeting at which the Bylaws are altered, amended, or repealed, or at which the Bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. The following types of bylaw amendments may be adopted only by the members:

• Setting or changing the authorized number of ECMs.
• Changing from a fixed number to a variable number of ECMs or vice versa.
• Increasing or extending the terms of ECMs.
• Increasing the quorum for membership meetings.
• Repealing, restricting, creating, expanding, or otherwise changing the proxy rights of members.
• Authorizing or prohibiting cumulative voting.

ARTICLE 14

MISCELLANEOUS PROVISIONS

Legal Authorities Governing Construction of Bylaws

The Bylaws shall be construed in accordance with the laws of the State of Texas . All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

Legal Construction

If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.

Headings

The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.

Gender

Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

Seal

The Executive Committee may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words "TELUGU ASSOCIATION OF SAN ANTONIO", "Texas," in one circle and the word "Incorporated" together with the date of incorporation of the Association in the other circle.

Power of Attorney

A person may execute any instrument related to the Association by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Association to be kept with the Association records.

Parties Bound

The Bylaws shall be binding upon and inure to the benefit of the members, ECMs, officers, committee members, employees, and agents of the Association and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.