Tamil Makkal Mandram, Inc. P.O Box 7552 Nashua NH 03060

Tamil Makkal Mandram, Inc.

New Hampshire, USA

Bylaws/Constitution

ARTICLE I

Principles of Existence

Section 1. Name. 

1. The name of the corporation, a New Hampshire corporation, shall be Tamil Makkal Mandram Inc., herein after referred to as TMM or “the Corporation”.
2. The term ‘the Board’ used in this document invariably refers to ‘the Board of Directors’ of Tamil Makkal Mandram, Inc.
3. TMM Shall serve the Local and Tamil community in New England area in the USA and also in the region of Tamilnadu, India.

Section 2.  Location

1. The principal office of the Corporation for the transaction of its business is located at 1, Jonquill Drive, Nashua, New Hampshire 03062.
2. The Corporation may also have offices at such other places, within or without the State of New Hampshire, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate

Section 3. Purpose. 

1. The purpose for which the Corporation is for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 and in this connection to solicit, collect and otherwise raise money for charitable purposes; to expend, contribute, disburse and otherwise handle and dispose of the same for such purposes either directly or by contributions to other agencies, organizations, or institutions organized for the same or similar purposes, to provide teaching and support to promote and preserve the Tamil community, and by receiving by gift, will or otherwise, money or other proper means and by distributing it as may be deemed best for the promotion of charity.
2. The purpose of TMM shall be to encourage those people with ancestral origin speaking Tamil language or people who are otherwise interested in Tamil language, to form an effective and cohesive community with the objective of retaining, felicitating and fostering the cultural heritage of Tamil language.
3. TMM shall be non-political and non-sectarian. It shall not subscribe to any one religion and shall not discriminate against any person because of his/her religious beliefs or ethnic background. TMM shall refrain from supporting or opposing candidates in political campaigns in any way.
4. TMM shall be charitable and non-profit as defined under section 501(C) (3). Its income shall be derived from the membership dues, from charitable donations and grants from members, corporations and other revenue generating functions/fund raising events.
5. The General body of TMM shall consist of four elements (1) Active Members (2) Duly elected Board of Directors/officers (3) various elected or appointed committees members and (4) Advisory Committee (Ex-Presidents). Each organizational element shall enjoy specific rights and shall discharge its responsibilities in accordance with this Constitution and Bylaws of TMM.
6. TMM shall exist in accordance with the principles outlined in this Article and the provisions of this Constitution, and additional provisions in the Bylaws of TMM created in accordance with the spirit and letter of this constitution.
7. TMM shall ensure that the organization’s net earnings do not inure in whole or in part to the benefit of private shareholders or individuals (that is, board members, officers, key management employees, or other insiders).
8. TMM shall not further non-exempt purposes (such as purposes that benefit private interests) more than insubstantially.
9. TMM shall not be organized or operated for the primary purpose of conducting a trade or business that is not related to the organization’s exempt purpose(s).
10. TMM shall not devote more than an insubstantial part of the organization’s activities attempting to influence legislation or, the organization made a section 501(h) election, not normally make expenditures in excess of expenditure limitations outlined in section 501(h).
11. The activities defined for TMM shall be classified as NTEE Code A99 (Arts, Culture & Humanities N.E.C.) which stands for organizations that provide arts and humanities services or products not covered by other categories or not elsewhere classified.

 

ARTICLE II

Board of Directors

Section 1.  General Powers: The affairs of the TMM shall be managed by a “Board of Directors”.

1. The Board of Directors of TMM for any fiscal year shall consist of the Officers and directors.
2. The Board of Directors shall have supreme authority to manage and control the affairs, funds, and property of the TMM.
3.  It shall be the duty of the Board of Directors to carry out the purposes of the TMM in keeping with the Articles of Incorporation and Bylaws and to make and enforce such rules and regulations as may be necessary and appropriate.
4. The Board of Directors shall have full power to approve memberships to the TMM and to suspend or revoke membership in accordance with the provisions of the Articles of Incorporation and Bylaws.
5. The Board of Directors shall have the authority to propose, coordinate, select venues and host the programs and events which support the purpose of TMM.
6.  The Board of Directors shall have the authority to propose, coordinate and select vendors who provide amenities to support programs and events.
7. The Board of Directors shall have the authority to propose, coordinate and select other organizations to provide donations or charities collected from TMM events
8. Anyone from General body shall propose for a new Project/Event to support the purposes of TMM. The proposal can be presented to the board of directors through a written letter addressed to the P.O Box of the organization or through an electronic mail addressed to the organization's email address.

 

The board shall review the recommendation and respond to the requestor with a decision within 4 to 6 weeks. The approval for the request shall be based on the following guidelines.

 

a.    Cost and Benefit analysis of the proposed event.

 

b.    Alignment of proposed event with TMM’s purpose and goals.

 

c.    Effort, Planning and Organizing time required for the event.

 

d.    Program quality.

 

e.    Board’s consensus through voting

Section 2. Board of Directors:  The officers of TMM shall consist of (a) The President, (b) The Vice-President, (c) The Secretary, (d) The Joint-Secretary and the (e) The Treasurer. The other directors of the board shall consist of (f) Director – Events co-ordination, (g) Director – Public Relations and (h) Director – IT and Technology affairs

Section 3. Term of Office: The initial selection of the board of directors during the formation of the organization shall be done by the founding authorities of the organization. When the initial term expires, after 3 years, the new members shall be elected for a term of Two years, by the General Body, and they shall hold office until the induction of new directors. The Board member shall not be eligible to serve two consecutive terms for the same category of office.

Section 4. Vacancies: In the event of a vacancy in the Office of the President, the Vice-president shall automatically succeed to that office.

1. Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of Directors, or any other cause, may be filled by a majority vote of the remaining Directors, though less than a quorum.  
2. A Director elected to fill a vacancy shall be elected for a term of office continuing only until the next election of Directors by the General Body.
3. If the general body meeting fails to achieve the quorum, the election of the office bearers may be completed by a majority vote of the members present at the meeting and shall be validated by the majority vote of the Board of Directors.
4. If this process fails to complete an election process, a special General Body meeting shall be called within 30 days to hold new elections.

Section 5.  Board Membership: Any Board member who fails to attend two consecutive board meetings without prior intimation, may be replaced at the discretion of the Board of Directors.

Section 6. Chair: The President of TMM shall be the Chair of the Board of Directors. The Board of Directors members shall be jointly and individually responsible for the successful and orderly conduct of TMMs’ purpose, activities and programs.

Section 7. Regular Board Meetings: The Board of Directors shall hold at least a minimum of two meetings in a year and more if and as it becomes necessary. At least one meeting shall be held immediately before the Annual General Body meeting. The meeting of the Board of Directors may be held either in person or by a teleconference.

Section 8.  Quorum – Board Meetings: All the Board of Directors shall constitute a quorum at any meeting of the Board. In case of a tie in voting, the President or the Presiding Officer shall cast his/her vote to break the tie.

Section 9.  Notification of Board Meetings: The President shall direct the Secretary to send written notice or by electronic mail to each member of the Board of Directors of the date, time, and place of each meeting of the Board of Directors. Such notification shall be mailed not less than a week prior to the meeting.Section 13.  Compensation: The board of directors/Executive Committee members shall not receive any compensation in any form for their services to TMM. President or Board’s pre-approved ordinary and necessary expenses related to the operation TMM may be reimbursed to them. The Board of directors shall receive a waiver on the entrance fee to the events and programs.

Section 14.  Resignations.  Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, or if any, or to the TMM.  Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 15.  Directors' Participation in Meeting by Telephone.  A Director may participate in a meeting of the Board of Directors by means of conference telephone or similar communication equipment enabling all Directors participating in the meeting to simultaneously hear one another.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 16.  Directors' Action without Meeting.  If all of the Directors then holding office severally or collectively consent in writing to any action taken or to be taken by the Corporation, such action shall be valid as though it had been authorized at a meeting of the Board of Directors.  The Secretary shall file such consent or consents with the minutes of the meetings of the Board of Directors.  Action taken pursuant to this section shall be effective when the last Director signs the consent, unless the consent specifies a different effective date.

Section 17.  Confidentiality.

• Directors shall not discuss or disclose information about TMM or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of TMM’s purposes, or can reasonably be expected to benefit TMM.
• Directors shall use discretion and good business judgment in discussing the affairs of the Corporation including any of the information related to its members and email subscribers with third parties.
• Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of TMM, including but not limited to accounts on deposit in financial institutions.
• Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

ARTICLE III Election and Voting Procedure

 

Section 1. The Board of Directors shall be responsible to conduct elections for all Vacant Positions in Board

Section 2:

Election Committee:

1. As the need arises every year, BOD shall appoint a 3-member Election

Committee to conduct TMM’s elections.

2. These 3 Election Officers (EO) members must have been members of TMM for at least 2

consecutive years , or must have been a life member for at least 12 months. They must not have

served in the current year’s EC or BOD. They must not run for any office in the election being

conducted, and they cannot be considered to contest for any vacant position during the year for

which elections are being conducted until the Election Committee is dissolved.

3.  Election Committee Members shall be appointed by the Board of Directors. These 3 members shall elect one among them to serve as the Chief Election Officer.
4. Within 1 week of appointment, Chief Election Officer should announce the formation of the

Committee to the General Body by email, web announcement and announcement at General Body

Meeting if any held.

5. Election Committee shall have the authority to make any election-related announcement to the

general body of members by email, website notification and announcements during GBMs, if any

held. The Communications Director is obligated to carry out any requests from the Election

Committee in a timely manner (within 5 days of receiving such requests from the Election Committee,

or sooner).

Section 3:

Call for nominations:

1.  The EO shall call for nominations for all the vacant positions at least 30 days prior to the date of elections from all active members of good standing. Eligible contestants list will be provided by the current Board of Directors.

 

Qualifications to contest in elections:

1. Only members who are actively serving TMM identified by current board of directors, who have been members of TMM for at least 2 consecutive years as of date of election in the election year, are eligible to serve as Directors in the Board. For the purposes of valid membership, the official record of membership as of September 1st of election year shall be considered.

2.  Any EC member who has been a paid member of the TMM for 2 consecutive years.
3. Members who have been removed from office or suspended from membership shall not be

Eligible for a period of 5 years from the date of such removal or suspension to contest for positions in EC or Executive Directors.

Qualification to serve in EC:

1. Only members in good standing are eligible to serve as office bearers

and members in the EC. For the purposes of valid membership, the official record of membership as

of 30 days before the election date shall be considered. Members who are elected to serve in the EC

shall renew their membership within 30 days of being so elected.

2. The post of the Treasurer shall not be filled from a member of the same family (family for this

purpose would include husband, wife, children, and parents) for 2 consecutive years.

The positions of President and Treasurer shall not filled by members of the same family (family

for this purpose would include husband, wife, children, and parents).

3. The positions of BOD members shall not filled by members of the same family (which for this purpose would include husband, wife, children, and parents).
4. Members of the same family shall not hold the signature authority on finances of the TMM in the same year or for two consecutive years. In case, the Treasurer becomes the TMM President in the following year, the Vice-President of the TMM will assume the signing authority, in place of the President of the TMM who was Treasurer the previous year.

Qualification to serve in TMM Executive Office :

2. Only members in good standing, who have been members of TMM for at least 2 consecutive

years as of date of election in the election year, are eligible to serve as Directors in the Board of

Directors. For the purposes of valid membership, the official record of membership as of

September 1st of election year shall be considered.

3. All Executive officers members must be a life member
4. The Election Committee will review the nominations to make sure they satisfy the eligibility

requirements. If a nomination received from a member does not meet the requirements, the

committee should notify such member about her/his status confidentially. If sufficient nominations

for all positions are not received from members of TMM within the set date of receiving such

nominations, the nomination date for such positions will be automatically extended until the two

days before the Election Day. Election Committee shall solicit floor nominations on the day of

elections, only in the event that no prior nominations are received for any of the open positions.

Nominations process: A member can only make one nomination, including self-nomination. A

candidate can be nominated for only one post.

5. The Election Committee shall organize the ballot papers with all the valid nominations duly received and entered for all the positions. In the general body meeting, the Chief Election Officer shall first announce the members elected unopposed to the position(s) on the EC and BOD, and conduct the balloting only for the remaining positions (BOD), where there are more than one candidate and the contest is warranted; the Election Committee will issue ballots to all active members who are eligible to vote and conduct the elections.
6. The operating budget of the TMM shall be used to pay for all expenses related to conduct of

elections. The Chief Election Officer and the Election Committee shall be responsible to conduct

the elections.

7. TMM members and all new members of EC, Executive Directors, BOD and sub-committees must be informed of the availability of TMM Articles of Incorporation and bylaws on the TMM website.
8. If not enough number of nominations filed or if only the exact number of nominations received against the open positions, EOs will choose and declare winners from the list without conducting election.

 

Section 4:

Equal Accessibility:

1. All candidates running for various positions on the EC and Directors shall have equal access to the information needed for campaigning. All candidates to contested positions shall be eligible to receive a printed/Electronic copy of eligible voters (names and mailing addresses on record) for the purposes of campaigning. This facility is made available only after the nominations deadline. Candidates shall not use these facilities and information other than for TMM election campaigning.
2. The election committee should develop campaign guidelines that are approved by the BOD and give it to candidates along with eligible voters list.

Section 5:

1. The current EC shall extend all the help and assistance to Chief Election Officer and Election

Committee, so they will be able to conduct the election in an open and fair manner.

Section 6:

Members eligible to vote: 

1. All paid members of TMM as of the month of election in the current year are eligible to vote.

Every eligible member of the TMM will have the right to cast one vote per family in the election with eligible family/individual membership.

 

Section 7:

Voting procedure:

1. Elections shall be held once every year on the date decided by BOD
2. The election schedule is –

September 01 – Election Committee formed by appointment of officers. September 01 – Cut-off date for members to be considered active members eligible to vote.

September 07 – Announcement of Election Committee and Chief Election Officer to members by

email, and website announcement.

30-45 days before Election Day – Election Committee sends “Call for nominations” to members by email and website announcement.

15 days before Election Day – Last day for receipt of nominations.

7 days before Election Day – Last day to withdraw nominations.

Election Day – Conduct Elections (in a General Body Meeting called specifically for this purpose,

Usually on the day TMM celebrates Deepavali/Pongal function).

7 days after Election Day – Election Committee announces results of election to general members by email and website notification.

10 days after Election Day – Election Committee submits “Closure Package” to BOD.

3. Election Committee shall announce the current valid list of nominations for various positions at least once every week from the time it sends out ‘call for nominations’ until the ‘last day to withdraw nominations’ and also make the announcement at least once during the last 24 hours before the closing time for nominations.

Section 8:

1. Once elected, all the officers, directors and EC members of TMM shall be informed about the bylaws of TMM by the Chairman of BOD. They shall also undergo a mandatory bylaw orientation program before assuming the office. The format and time of bylaw orientation will be decided by the BOD.
2. Elected members should also be reminded to renew their membership within 30 days following the Election results announcement.
3. Members will not be allowed to vote without a valid membership email ID.
4. The members and spouses names should be listed in the membership database.
5. Any name changes can be accepted as an exception as decided by the election committee

Election as stated in bylaws.

Section 9:

Closure package from Election Committee to BOD upon conclusion of elections:

1. Within 10 days of the date of election, the Election Committee shall deliver to BOD all documentation relating to the election including nominations, ballots, list of members who were eligible to vote, and a list of all members who attended the GBM and voted, quorum, declaration of election results, and a list of positions that remained vacant after the elections. Any documentation given to candidates shall be collected back from them, and handed over to BOD as part of the Closure Package.
2. The closure package should also include the name, position, email ID, and phone numbers of the all

the nominees and elected candidates.

3. In the case of any dispute involving the election processes as described above, the Election

Committee should use election procedures described in Robert’s Rule of Order book as the final Reference authority.

Section 10: 

Term of Election Committee:

1. The term of Election committee shall start from the date it is formed (September 01 or earlier) and shall end upon submission of the Closure package as specified in Section 9 above.

 

ARTICLE IV

Officers

Section 1. President: The President of the Board shall preside at meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.        The President shall

1. Call and preside all meetings of TMM and the Board of Directors.
2. Present at each annual meeting of the TMM a written report of the TMM’s activities during the year.
3. With the approval of the Board, appoint members of all Special Committees/Sub Committees/ Delegates/Representatives as and when required. An updated Operations Manual or guidelines may be prepared by the Board for the smooth functioning of the respective committees if required.  
4. Sign all documents in the name and on behalf of the TMM. President can also sign checks on behalf of the TMM if necessary.  The President is the custodian of all TMM’s properties.
5. Ensure that all account books, reports, statements, minutes and other papers pertaining to the activities of the TMM are properly kept and filed in accordance with the requirements.
6. Assume charge of the duties of Secretary, and/or Treasurer during their temporary absence.
7. Enforce the Bylaw; perform all the duties incidental to president’s office and such other activities which may be assigned from time to time by the Board.
8. For the smooth transition of TMM from one period to another, the President and the Secretary should personally hand over a transfer document to the successor president.  Both shall hand over all the documents, records, certificates, checks, properties, and any other official papers pertaining to the TMM.
9. Call for special meetings of the TMM as per the Bylaws.
10. Call for special meetings of the Board of Directors.
11. Appoint special committees to assist him in the execution of his duties.
12. Exercise all other functions as the Chief Executive of the TMM.

Section 2. Vice-President At the request of the President, or in case of his absence or inability to act, any Vice President may act in his place, and when so acting shall have all the powers and be subject to all the restrictions of the President.

Section 3. Secretary: The Secretary shall

1. Operate under the general direction of the President/Board.
2. Be responsible for recording and presenting the minutes of all meetings.
3. Sign all correspondences and present them to the Board at its meetings if required.
4. Be the custodian of the records, official papers, minutes, and documents of the TMM other than those under the jurisdiction of the Treasurer.
5. Maintain an up-to-date list of all members of TMM.
6. Send to all members, notices of all meetings and functions held in the name of, or on behalf of the TMM.
7. File any certificates/forms required by any statute, Federal or State such as annual property tax, income tax returns by a licensed practitioner.  
8. Perform such other duties as may be assigned to him/her by the Board or president.

Section 4.  Joint-Secretary: The Joint-Secretary shall assist the Secretary in the discharge of the latter's duties.

1. Assist the Secretary in sending to all members, notices of all meetings and functions held in the name of, or on behalf of TMM
2. Arrange for meeting places, and reserve auditorium for TMM events.
3. Perform all the duties of the Secretary in his absence and other duties assigned by the Board

Section 5. Treasurer: The Treasurer, in collaboration with the Secretary, shall:

1. The Treasurer shall make, countersign, and endorse in the name of TMM all checks, drafts, notes, and other orders for the payment of money, under the direction of the Board.
2. Have charge and custody of, and be responsible for, all funds, which TMM may receive and shall deposit such funds in the name of the TMM in such banks as are designated by the Board.
3. Maintain books of accounts and records of receipts, disburse transactions made by or on behalf of TMM in accordance with the generally accepted accounting principles.
4. Present an up-to-date financial report at the Board meetings.
5. Prepare and present the complete written financial statement of the year at the annual General Body meeting. The financial statement shall be prepared and presented within two weeks whenever a written request is made by a group of one -thirds of the members in good standing.
6. Under the direction of the Board, treasurer may establish and maintain a reserve fund from the TMM fund for specific purposes.  The amount to be set aside in the reserve fund shall be decided by the Board as and when required.  The reserve fund shall be used only with the approval of the board of the TMM by simple majority.
7. Assume the charge of duties of the Vice President and Joint Secretary during their absence.
8. Perform all duties incidental to the Office of the Treasurer and such other duties as may be assigned to him/her by the Board.
9. Any payable from TMM of amount less than USD 500, can be paid by treasurer at his own discretion and above USD 500 must be approved by President or Vice President.

Section 6.   Director – Events co-ordination

1. He/she will be point of contact to ensure the success of planned events organized by TMM.
2. Create check list and follow up with individual stakeholders to co-ordinate and facilitate for the required synergy.
3. Leader of events committee on the day of events.

Section 7.  Director – Public Relations

1. PR (Public relations) is all about managing reputation. The PR Director will be the Voice and Face of TMM and he is the brand ambassador, will constantly help to improve the brand value.
2. Help with marketing to achieve more sponsors and members. Organize promotional events such as press conferences, open days, send PR news letters.
3. Help the board to resolve genuine customer issues (Vendors, Sponsors and members)

Section 8.  Director – IT and Technology affairs

1. Responsible to create, maintain and monitor TMM’s IT infrastructure, website, its social media pages and their content.
2. Provide technology directions for marketing, campaigning and sending communication online.
3. Come up with Privacy policy and govern it
4. Protect TMM data online/offline and define security policies

ARTICLE IV

Membership

Section 1.  Eligibility of Membership: The membership shall be open to all persons with legal residence in the USA who are 18 years of age or older and who believe in preserving and promoting the Tamil community, so long as they do not have a criminal record.

1. Member in good standing shall be the one without membership due/fee arrears at the time of participating in any activity of TMM.
2. Continued membership is contingent upon being up-to-date on membership dues.
3. Board of directors and Executive Committee members are life time members of TMM and shall pay the life time member fee at time of invocation to the office.
4. When a member assumes position as part of the TMM board or the executive committee, the change shall be considered as an upgrade of membership. The remainder of the due shall be paid by the upgrading member.

Section 2.  Membership Dues

1. The membership shall be classified as Annual single, annual family and life member. Anyone aged eighteen or above is eligible for single membership. The family membership applies to couples and individuals /couples with children under age eighteen. The Board shall have the authority to accept life members on the basis of applicant long standing service to TMM and the Tamil Community.
2. The annual membership is valid for one year from the date of the start of the membership.
3. Lifetime membership is valid for seven years from the date of the start of the membership.
4. The annual membership due and life member fee to TMM shall be determined by the Board of Directors as and when required by two-thirds of majority and payable on admission or by January 31 or by any other date as determined by the Board of Directors.
5. Any member, whose activities are not considered to be in the best interest and welfare of TMM, may be expelled by a two-thirds majority of members present and voting in a General Body Meeting or a special meeting on the basis of the recommendations of The Board.
6. The following will be the membership due structure and shall change any time at the discretion of the board.

 

Membership	Contribution
Life (7 years)	$125
Annual (family)	$25
Annual (Single)	$15

Section 3.  Membership rights 

1. All eligible active members or members in good standing shall have voting rights.
2. Individual/Single members shall have only one vote and the family-voting members shall have two independent votes.
3. All voting members of good standing with three years of voting membership shall have the right to be nominated for election to the Board

Section 4.  Membership Resignation/Termination

1. Any member may leave the organization any time at their own will.  
2. TMM shall not be liable for any refunds of the membership paid by the member who leaves earlier than their member expiry time.
3. TMM shall not be liable for any refunds of the membership paid by the Board member or the Executive committee.

Section 5.  Membership Benefits: The following shall be the Benefits of becoming Members of TMM.

• Discounted registration fee at all TMM events. (Including one free event per year for members & family)
• Early Bird discount on ticketed events – minimum of $20 saving per year / family.
• Access to TMM online and community postings.
• Network with fellow Tamil Makkal at all local events.
• Educate New England community about the Value of our Tamil Culture through our annual events (e.g. keeping up the Tamil Tradition, Competition, Tamil focused cultural events, etc)
• Great opportunity to join hands in fund raising events for the needy people back in homeland India.
• Accrue volunteer hours by participating in volunteering activities during many event conducted by TMM throughout the year.

Section 5. Membership Terms and Conditions: The following terms and conditions apply to all the members of Tamil Makkal Mandram and to be stated in the membership confirmation letter.

1. Membership is open to all persons with legal residence in the USA who are 18 years of age older.  

There should be no criminal records on the person.

2. Membership fee and discounts (if applicable) are subject to change at the discretion of the board.  

Membership is non‐transferrable and cancellation is not allowed. No refunds will be provided.  

3. The board of directors reserve the right to change the terms and conditions at any point in time.  
4. Yearly membership is valid for 12 months from the date of purchase or renewal.  
5. The membership applies only to individual/immediate family members (spouses and kids).  
6. Life time membership is valid for 7 years only.  
7. Any photographs or videos the member or the family of the member will be shared in a social or public media. A notification needs to be provided to the board or the executive committee members if this needs to be restricted.  
8. All eligible members shall have voting rights to elect the board and contest in the election.  

Individual members shall have only one vote and the family‐voting members shall have two independent votes.

9. All voting members of good standing with three years of voting membership shall have the right to be nominated for election to the Board. 

 

ARTICLE VI - PUBLICATIONS

1. The publications of TMM include “Thamizosai”, which is the property and official organ of TMM and any other literature sanctioned by the Officers or Board of Directors.
2. To run “Thamizosai” efficiently , an editorial committee shall be appointed by the Board. The editorial committee shall consist of an Chief Editor, a joint Editor and sub-editors. The President and a member from a Board shall be included in the Editorial Committee.

 

ARTICLE VII

General Body

Section 1.  General Body

1. The General Body of TMM shall consist of all current active members. Active Members are defined as members of TMM who are currently paying their dues and in good standing for the current year.
2. The General Body shall have the power to elect or recall the Board of Directors and elect or recall any Member of the Board of directors.
3. The General Body shall have the power to make specific recommendations to the Board of Directors.
4. The General Body shall have the power to change the provisions of TMM Constitution and Bylaws, and the power to dissolve TMM as an entire organization.
5. Amendments to Constitution and Bylaws, where appropriate, may be proposed, by the Board of Directors or by the members of TMM when at least 25 members of TMM petition for such amendments in writing.
6. The motions to amend the Constitution or Bylaws of TMM shall require greater than 50% vote of the board of directors.
7. The General Body shall exercise these powers according to the procedures outlined in this Constitution.
8. Motion to recall or dissolve the Board of Directors shall require an affirmative vote of 2/3 of all the voting members present at a general body meeting.

ARTICLE VIII

General Body Meetings

Section 1.  Annual meetings:  

1. An annual meeting of the members shall take place in the on or before the month of June, on such date and at such hour as may be fixed by the Board of Directors and stated in the notice of such meeting or on such other date and at such time as shall be stated in the notice of the meeting or otherwise specified by the President.
2. The business carried out at the Annual General Body Meeting shall include the election of members of the Board of Directors, Executive committee members, receive and review the reports of TMM’s activities, financial status, and any other matter related to TMM as deemed necessary.

 

Section 2.  Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the board of directors.

1. A petition signed by five percent of voting members may also call a special meeting.
2.  A special General Body Meeting to discuss any special agenda may be called by a majority vote of the Board of Directors and Executive Committee members, or by a written petition signed by at least 1/3rd of all current dues-paying members of TMM or 1/3rd of Executive committee members.
3. When such petition comes from general membership, the petitioners must present a convincing argument why such special meeting is necessary and why such matter could not wait for the annual meeting of TMM.
4. In any event, the decision to call a special meeting when petitioned by general members must receive the majority approval of the Board of Directors. The President of Board of Directors shall call the special General Body meeting within four weeks from the date such request is approved.

Section 3.  Notice of meetings: Printed notice of each meeting by mail or an electronic invitation shall be given to each voting member, not less than two weeks prior to the meeting.

1. The Secretary shall serve personally, or by mail, a written notice not less than ten (10) nor more than sixty (60) days before such meeting, addressed to each member at his address.
2. If extenuating circumstances prevent holding of the Annual General Body meeting in February, then by approval of the Board of Directors, it may be postponed by no more than 60 days but must be held any time there after but no later than end of August of the same year. The date of postponement shall be announced before May of the year.

Section 4.  Quorum: The members present at any properly announced meeting shall constitute a quorum.

1. The quorum of the General Body Meeting shall be 1/3rd of the active members, physically present at the meeting. A simple majority vote of all present in the meeting shall be used for passage of all resolutions except those specified explicitly.
2. If a General Body Meeting fails to achieve the quorum then any resolution/s that are deemed essential for the normal and routine functioning of TMM may be approved by a majority vote of all present in the meeting and with a subsequent approval by majority vote of the members of the Board.

Section 5.  Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 6.  Organization.  The President, Vice President or Secretary shall preside at every meeting.  In the absence of the above stated, the President, the presiding officer shall appoint a secretary pro tempore.

Section 7.  Place of Meeting.  All meetings of the members of TMM shall be held at the place designated by the board.  Such places as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.

 

ARTICLE IX

Committees

Section 1.  Creation of Committees.  Unless the Articles of Incorporation provide otherwise, the Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them.  Each committee must have two or more members, who serve at the pleasure of the Board of Directors.

Section 2.  Selection of Members.  The creation of a committee and appointment of members to it must be approved by the greatest of (1) a majority of all the Directors in office when the action is taken, or (2) the number of Directors required by the Articles of Incorporation to take such action.

Section 3.  Required Procedures.  The provisions of law, the Articles of Incorporation and these By-Laws which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors shall apply to committees and their members.

Section 4.  Authority.  Unless limited by law or the Articles of Incorporation, each committee may exercise those aspects of the authority of the Board of Directors which the Board of Directors confers upon such committee in the resolution creating the committee. 

Section 5.  Standard of Conduct.  Members of committees shall adhere to the same standards of conduct required of the Board of Directors by law, the Articles of Incorporation and these By-Laws.

Section 6.  Compensation.  Members of committees of the Board of Directors shall not receive any form of compensation for their services as members. The committee members shall receive a waiver on the entrance fee to the events and programs at the discretion of the Board of directors.

Section 7.  Executive Committee: Executive committee members are elected or selected members of TMM. They are direct advisory members to the board of directors of TMM.

1. Executive committee members owns, leads and runs specific projects/Tasks of TMM under the guidance of Board of Directors.
2. Number of positions of Executive committee members will be decided by the board as required. There is no limit to the number of Executive Committee members.
3. The Board of Directors shall also have the power to dissolve or re-constitute such committees partially or entirely.
4. Executive committee is responsible for driving the event participation and improving the membership base of TMM.
5. Executive committee shall sign a confidentiality agreement as stated in the Board of Directors section above consistent therewith upon selected onto and accepting appointment.
6. The term of an Executive Committee member shall be 2 years with good standing.
7. Executive committee members are required to attend all the TMM meetings that are conducted time to time and active participation and volunteering is expected to conduct the events or other projects that are approved by Board of Directors.

Section 8. Advisory committee: An Advisory committee may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board.

1. The Ex-President of TMM shall become part of the Advisory committee. Until TMM achieves 3 past presidents to be part of the Advisory committee, the current president, Vice President and the General Secretary along with the Ex-Presidents will act as the Advisory Committee.
2. Advisory Committee members may attend said meetings at the invitation of a member of the Board of Directors.
3. Members of the Advisory Committee shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge.
4. Members of the Advisory Committee shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
5. The Advisory committee members will not have any voting rights.

Section 8. Sub-Committees: The Board of Directors shall have the authority to appoint and dissolve standing committees, sub-committees and ad-hoc committees to help it carrying out variety of tasks, functions and initiatives of TMM. The Board of Directors shall also have the power to dissolve or re-constitute such committees partially or entirely. The following shall be the committees of TMM.

1. Event Committee (a Sub-Committee): This committee will be led by the Vice President and the Secretary and have the following listed (and not limited to) responsibilities. The primary purpose of this committee is to oversee the planning, preparations, co-ordinations, executions and follow ups during TMM events and shall also have the primary responsibilities listed under Appendix A.  

1. Number, Selection & Term of Members:  The event committee shall be composed of up to 5 members.  The committee chair shall be the General Secretary, and the Vice President.  Members of the committee shall be appointed by the chair.  Members shall serve until the next Annual Meeting & Election of the Board.  All members of the committee shall be executive or board members in good standing.
2. Committee Organization:  The committee will meet at the time and in the manner as determined by the Chair.  Minutes will be taken of all meetings and will be shared with the Board.
3. Relationship to the Board:  The committee shall serve as an event management advisor to the Board.  Committee minutes and/or reports will be provided to the Board not later than Wednesday preceding the next Board meeting following a committee meeting or meetings. Board will work with the committee to provide advice and recommendations from a management perspective.  Board will make decisions as requested by the committee to the reasonable extent possible.  
4. Relationship with Other committees:  The other committees working on projects and events will provide requirements to accomplish their mission. This needs to be analyzed by the event committee and a recommendation for approval or rejection on major decision in event planning should be provided to the board. This recommendation needs to be provided to the board at least a week in advance from the date requested by the other committee and the board will provide the decision to reasonable extent possible.

 

2. Public Relations Committee: This committee led by the Director of PR and the joint secretary will have the following listed (and not limited to) responsibilities. The primary purpose of this committee shall be to oversee the Marketing and external communications and also have the primary responsibilities listed under Appendix B.  

 

3. Youth Committee: This committee will be led by the President and have the following listed (and not limited to) responsibilities. The Youth committee is the younger wing of TMM supporting and assisting organizational and event activities with other committees in the planning, preparations, co-ordinations, executions and follow ups on TMM events. This committee shall also have the primary responsibilities listed under Appendix C.  

1. Number, Selection & Term of Members:  The youth wing committee shall be composed of up to 5 members.  The committee chair shall be the General Secretary, and the Vice President.  Members of the committee shall be appointed by the chair.  Members shall serve until the next Annual Meeting & Election of the Board.  All members of the committee shall be executive or board members in good standing.
2. Committee Organization:  The committee will meet at the time and in the manner as determined by the Chair.  Minutes will be taken of all meetings and will be shared with the Board.
3. Relationship to the Board:  The committee shall serve as a trainee under the supervision of the President.  Committee minutes and/or reports will be provided to the Board not later than Wednesday preceding the next Board meeting following a committee meeting or meetings. Board will work with the committee to provide advice and recommendations from a management perspective.  Board will make decisions as requested by the committee to the reasonable extent possible.  
4. Relationship with Other committees:  The other committees working on projects and events will provide requirements to accomplish their mission. This Youth wing will work under the direction of the president and execute the activities with supervision until trained to do so.

 

4. Finance Committee: This committee will be led by the treasurer under the governance of the Board and will have the following listed primary responsibilities.  The Finance Committee will monitor and evaluate financial matters as described herein and any additional financial matters as requested or designated by the Board. This committee shall also have the primary responsibilities listed under Appendix D.  

TMM has a two contribution streams – one is membership contributions and another is event contributions. The membership contributions will be used for organizational related expenses. The event contributions will be used for expenses incurred during programs.  The treasurer and the finance team needs to be able to clearly separate the two while budgeting, managing, monitoring and reporting financials.

1. Number, Selection & Term of Members:  The finance committee shall be composed of up to 5 members.  The committee chair shall be the Treasurer of the Board.  Other members of the committee shall be appointed by the Treasurer.  Members shall serve until the next Annual Meeting & Election of the Board.  All members of the committee shall be executive members in good standing.
2. Committee Organization:  The committee will meet at the time and in the manner as determined by the Treasurer.  Minutes will be taken of all meetings and will be shared with the Board.
3. Relationship to the Board:  The committee shall serve as a financial advisor to the Board.  Committee minutes and/or reports will be provided to the Board not later than Wednesday preceding the next Board meeting following a committee meeting or meetings. Board will work with the committee to provide advice and recommendations from a management perspective.  Board will make available financial documents or decisions as requested by the committee to the reasonable extent possible.  
4. Relationship with Other committees:  The other committees working on projects and events will provide an estimated budget requirement to accomplish their mission. These needs to be analyzed by the finance committee and a recommendation for approval or rejection should be provided to the board. This recommendation needs to be provided to the board at least a week in advance from the date requested by the other committee.  The board will provide the decision to reasonable extent possible.

 

5. Technology & Innovation Committee (a Sub-Committee): This committee will be led by the Director – IT and Technology affairs under the governance of the Board and will have the primary responsibilities listed under Appendix E.  

 

1. Number, Selection & Term of Members:  The T&I committee shall be composed of up to 5 members.  The committee chair shall be the IT Director of the Board.  Other members of the committee shall be appointed by the IT Director.  Members shall serve until the next Annual Meeting & Election of the Board.  All members of the committee shall be executive members in good standing.
2. Committee Organization:  The committee will meet at a date/time and in the manner as determined by the IT Director.  Minutes will be taken of all meetings and will be shared with the Board.
3. Relationship to the Board:  The committee shall serve as a technology advisor to the Board.  Committee minutes and/or reports will be provided to the Board not later than Wednesday preceding the next Board meeting following a committee meeting or meetings. Board will work with the committee to provide advice and recommendations from a management perspective.  Board will make available documents or decisions as requested by the committee to the reasonable extent possible.  
4. Relationship with Other committees:  The other committees working on projects and events may seek technology advice and requirements to accomplish their mission. This will be reviewed by the T&I committee and a recommendation/proposal for completing the task will be provided to the board for approval.

 

Section 9: Responsibility of EC member or BOD to attend meetings and participation

All EC members and board of directors are expected to attend EC meetings and participate effectively in running the TMM. If a member is habitually absent, i.e. absent for three consecutive EC meetings, without a reasonable cause for such absence, Executive Committee may, by 2/3rds majority, vote to remove that member from the Executive Committee, and immediately inform the Board of Directors of such action. Once the removal is approved by a 2/3rds majority vote of the EC, and approved by Board of Directors, that member will be ineligible to serve as a member of the EC for the remaining term. Within 7 days, such removal should be communicated to the general body by updating the TMM website

 

 

ARTICLE X

Indemnification

Section 1.  Indemnification of Directors:  Unless otherwise provided in the Articles of Incorporation, the Corporation shall indemnify any individual made a party to a proceeding because he is or was a Director of the Corporation against liability incurred in the proceeding, but only if the Corporation has authorized the payment in accordance with applicable law and a determination has been made in accordance with applicable law that such individual met the standards of conduct set forth in paragraph (a), (b), and (c) below.

(a)        Standard of Conduct.  The individual shall demonstrate that:

        (1)        He conducted himself in good faith; and

        (2)        He reasonably believed;

(i) In the case of conduct in his official capacity with the Corporation, that his conduct was in the best interest of the Corporation;

(ii) In all other cases, that his conduct was at least not opposed to the best interests of the Corporation; and

(iii) In the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful.

(b)        No Indemnification Permitted in Certain Circumstances.  The Corporation shall not indemnify an individual under this Section 1; (i) in connection with a proceeding by or in the right of the Corporation in which the individual was adjudged liable to the Corporation; and (ii) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

(c)        Indemnification in Derivative Actions Limited.  Indemnification permitted under this Section 1 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 2.  Indemnification of Officers, Agents, and Employees Who Are Not Directors.  Unless otherwise provided in the Articles of Incorporation, the Board of Directors may indemnify and advance expenses to any officer, employee, or agent of the Corporation, who is not a Director of the Corporation, to any extent consistent with public policy, as determined by general or specific action of the Board of Directors.

ARTICLE XI

Personal Liability of Officers and Directors

Section 1.  Personal Liability of Officers and Directors: To the fullest extent now or hereafter permitted by law, no Director or officer of the Corporation shall be personally liable to the Corporation or its Shareholders for monetary damages for breach of fiduciary duty as a Director or officer.  

1. No director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, subject to the provisions of N.H. RSA 292:2.
2. Any person made party to any legal action, lawsuit, or legal proceeding by reason of the fact that he/she is or was a Director of Officer of TMM shall be indemnified by the TMM against the reasonable expenses, including attorney's fees actually and necessarily incurred in connection with the defense of such action, suit or proceeding.
3. Any person party to such suit, action, or proceeding shall further be indemnified by the TMM for any judgments or liabilities resulting there from. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer may be entitled under the provisions of the Corporation Law of the State to which the Director or Office belongs.

This Article IX shall not eliminate or limit the liability of a Director or officer for any act or omission occurring prior to the effective date of its adoption.  No amendment or repeal of this Article XII shall have any effect on any right or protection of any Director or officer for or with respect to such amendment or repeal.

Provision eliminating or limiting the personal liability of a director, an officer or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer or both is:

 No director or officer of the corporation shall have any liability to the organization for breach of a fiduciary duty as a director or officer, or both, except with respect to:

1. Any breach of the director’s or officer’s duty of loyalty to the organization;
2. Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law;
3. Any transaction from which the director, officer, or both, derived an improper personal benefit.

ARTICLE XII

Tax filing and Banking Procedures:

Section 1.  Tax and Fiscal Year: The fiscal and Tax year of the corporation shall end on December 31st, unless otherwise fixed by the Board of Directors. The application form SS-4 for the employer identification number (EIN) shall reflect the same tax year.

Banking procedures

Section 2:

Operations Account: 

1. The money collected from membership fees, advertisements, food revenue, and miscellaneous income shall be deposited in the Operations Account. The money from this account will be used for organizing TMM programs, functions, meetings, seminars, lectures, and other incidental expenses.

Section 3:

Endowment Fund Account: 

1. The money from lifetime membership and yearend surplus money from operations or specific donation to TMM endowment shall be deposited into Endowment Fund Account. This Endowment Fund Account shall be invested in a long-term fund. The money in the endowment account shall be used to purchase real-estate assets and related infrastructure that will facilitate the execution of objectives of TMM as given in bylaws Article 1 section 3. Use of money, as stated in this clause, is subject to approval of the Board of Directors.
2. The TMM Board shall have the powers, only in case of emergencies, to withdraw any interest that is earned on this account, to meet TMM operational expenses once a year. Such amount shall not exceed $500 and only one such withdrawal shall be permitted without the approval of the General Body.
3. If the cumulative withdrawals from the Endowment Fund Account, made within a calendar year,

exceed 10% of starting endowment fund balance for that year, then such a withdrawal must be

approved by the BOD and General Body.

4. Any single transaction over $5000 requires the approval of BOD before execution. All Charity-related disbursements, irrespective of the amount, require the approval of BOD before execution. Once approved by the BOD, the EC, working closely with the Charity subcommittee, has the responsibility to continue the charity work with periodic updates/progress provided to the BOD.

Section 4:

Charitable Account:

1. EC can establish a special account to receive donations for specific charitable or humanitarian

purposes. Money received for a specific charity cause shall be deposited and spent only as specified and under the relevant IRS rules. If donor at the time donation does not specify a cause, the money will be
deposited into general charity account and will be dispersed at the discretion of the EC with the BOD

approval.

2. All charity-related collections and disbursements to institutions outside TMM, irrespective of the

amount, require the approval of EC and BOD (see subcommittees section) before any execution to

ensure that the money is collected and spent as per 501(c) (3) IRS regulations. The Charity

subcommittee and EC should provide all the proper documents and finance details within 30 days of

the event.

3. The BOD should make a decision on the approval within 30 days after receiving proper

documents from the Charity subcommittee and the EC. Once approved, the funds need to be disbursed within 14 days to the Charity subcommittee. Then the subcommittee working closely with

EC, has the responsibility to continue the charity work with periodic progress reports provided to the

EC and BOD

Section 5.

1. Funds available to the new Executive Officers: New membership renewals for the next

year shall be available in full to the upcoming year’s committee on January 1st. If the renewal is less than $3,000, the balance will be supplemented from the operating account to make it to $3,000. Such amount shall be increased by 4% annually, with the base year being 2017.

In case the operating account does not have money to supplement, whatever the amount left in

operating account will be made available on January 1 st

Section 6:

1.  Handling of surplus money: The year-end surplus money from the operation account will

be distributed as follows: 25% to the charity account with maximum amount of $2000, 25% to the

Education subcommittee with maximum amount of $2000, and remaining 50% or higher to the

endowment fund.

2. Surplus money should not be used for any regular operational activities of TMM. The use of

education and charity surplus money requires EC and BOD approval.

3. The surplus money distributed to charitable account shall be exclusively used for emergency

charitable causes (example: natural disasters demanding immediate relief) and matching programs

supported by members actively. All the surplus money left in this category at the end of the calendar

year shall be deposited into TMM Endowment Fund.

4. The surplus money distributed to the Tamil education account shall be used for educational literary activities, special cultural events as defined below, and scholarships. All surplus money left in this category at the end of the calendar year shall be deposited into TMM Endowment Fund.
5. Special cultural event may include events featuring professional artists from India, US or other

countries, and must be based on either Tamil or Indian programs based on cultural, classical,

traditional, or entertainment industry. This fund can also be utilized for staging Tamil movies.

Educational and literary events may include educational seminars that may be of interest to the

member community or professional artists conducting tamil literary events such as Debates

(pattiTMMs), poetic events (kaviarangam) or folk events (villupattu, karagattam, etc.).

Section 7:

1. The monthly bank statements from the bank should be sent directly to the official

address of TMM. It shall be provided for review by the President every month.

Section 8:

2. The Treasurer, and where the Treasurer is not available and an emergency situation

exists, the President, shall be the only authorized persons to sign the checks individually up to $500.

Any check exceeding $500 shall require the signatures of both the Treasurer and the President.

When the Treasurer or President is not available to sign the check, either one can give a written

authorization to sign for himself/herself. Such an authorization needs to be approved by the BOD.

If payments are made electronically, such payments shall be authorized in writing by payment

vouchers signed by both Treasurer and President, if the amount exceeds $500.

The President and Treasurer shall be joint signatory authorities for all Certificates of Deposit.

Section 9.

1.  List of TMM assets, liabilities, and financial statements should be published in the annual

Membership directory.

Section 10:

1. TMM shall not borrow or incur debt under any circumstance, unless approved by a three fourth

majority of BOD and approved by a two-third majority of members present in a General Body meeting.

2. Presence of 40% of eligible voting members will be considered as quorum for the General Body

meeting called for debt approval.

3. This General Body meeting should be called for only after 15thof April.
4. When a General Body Meeting is called for this purpose, a motion consisting of the proposal to

borrow or incur debt should be floored in front of the GB for discussion. Members from GB, EC and

BOD should be given floor time to express their views and discuss about the proposed motion before

GB members are asked to vote on the motion by ballots.

 

ARTICLE XIII

Electronic Usage and Communication

Section 1.  Email accounts The email accounts is created and to be used by the assigned Board, Officer, Executive Committee or the sub-committees for the purpose of communication related to Tamil Makkal Mandram, Inc. as a non-profit organization. Any malformed usage and/or violation of this will result in termination of the email account. TMM retains the rights to terminate an account as governed by its Board of Directors.

Section 2.  Communications The Board recognizes that electronic communication among Board members, Executive Committee, sub-committee and the members of the public is an effective and convenient way to communicate and accelerate the exchange of information and to help keep the member community informed about the organizational activities and events.

1. Board members, Executive committee, sub-committee members shall exercise caution so as to ensure that electronic communications are well defined and not affect the reputation of TMM.
2. Any mass communications shall be reviewed and communicated out by the members of the board only.
3. A Board member may respond, as appropriate, to an electronic communication received from a member of the community and should make clear that his/her response does not necessarily reflect the views of the Board as a whole.
4. In order to minimize the risk of improper disclosure, Board members shall avoid reference to confidential information and information acquired during closed session.

 

ARTICLE XIV

Dissolution of TMM

Section 1. Dissolution:

1. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 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.
2. If at any time the Board and the Board of Directors are convinced that TMM is not fulfilling its mission and the mandates of this Constitution, a motion to dissolve TMM shall be in order. If the Board of Directors pass the motion by 2/3rd majority for the dissolution of TMM, then TMM may be dissolved using the procedure outlined in General Body section.
3. The Board and the Board of Directors shall jointly circulate a notice of the intent of dissolution to all active members.
4. 60 Days after such a notice is circulated, a special General Body Meeting shall be called and the motion for the dissolution of TMM shall be placed before the General Body. If the motion is passed by 2/3rd majority vote of all active members of TMM physically present at the meeting and by proxies received by an independent agent, then TMM can be dissolved.
5. Immediately following the dissolution of TMM, the Board of Directors as well as the General Body shall be disbanded. The Board of Directors, however, shall continue to function for a period of 60 days. During this period it shall payoff all liabilities of TMM from TMMs’ assets according to the Asset Dispersion Plan previously approved by the General Body.

ARTICLE XV

Construction

Section 1.  All pronouns and any variations thereof, as used in these Bylaws, shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons, firm or firms may require.

Section 2. The titles or captions of Articles, as contained in these Bylaws, are for convenience of reference only and shall not be deemed part of the context of these Bylaws. 

ARTICLE XVI

Amendments/Replacement/Revision of the BYLAW.

Section 1. Amendments:  These Bylaws may be amended or repealed or new Bylaws adopted by the Directors at any meeting by the affirmative vote of not less than two-thirds of all the Directors of TMM, provided notice of the proposed change is given in the notice, which must be given not less than ten (10) days prior to such meeting.

1. The initial version of the bylaw shall be drafted, reviewed, agreed upon and signed by all of the board of directors. The initial time of bylaw shall be prior to the first annual general meeting. The subsequent updates will need to follow the regulations stated in this section.
2. These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary or the Vice President to be sent out with regular board announcements.
3. The Board shall communicate in writing the proposed draft amendment(s) / revision/replacement to the Bylaw to all TMM members at least two weeks prior to the annual /special General Body meeting.
4. Amendments/revision/replacement to the Bylaw shall be made by only at the annual/special General Body meeting by a two-thirds affirmative vote of the members present.
5. For an amendment to be adopted at a membership meeting, an affirmative vote by at least two-thirds of authorized representatives of the members represented, either in person or by proxy, shall be required.
6. If by written, the written consent of at least two-third of the membership shall be required. Whether at a membership meeting or by written consent, notice of the proposed amendment shall be sent to each member at least two weeks prior to the meeting at which it is to be voted upon, or the date on which written consents are requested.
7. A copy of such amendment, if adopted, shall be sent to each member within 60 days of such adoption.

Section 2.  Effective Date of the Bylaw. If this Bylaw is approved by the General Body meeting as a replacement to the existing Bylaw, it shall become effective immediately.

ARTICLE XVII

Conflicts of Interest

Regarding the provisions of Conflict of Interest which shall be used when a question of Conflict of Interest arises.

Section 1. Purpose - The purpose of the conflict of interest policy is to protect the tax-exempt TMM’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of TMM or might result in a possible excess benefit transaction.

This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.  

Section 2. Definitions 

Interested Person - Any director, officer, or member of a committee with the board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.  

Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:  

a. An ownership or investment interest in any entity with which TMM has a transaction or arrangement,  

b. A compensation arrangement with TMM or with any entity or individual with which the Organization has a transaction or arrangement, or  

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which TMM is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.  A financial interest is not necessarily a conflict of interest. Under Section 2, a person who has a financial interest may have a conflict of interest only if the TMM board or committee decides that a conflict of interest exists.  

Section 3. Procedures

Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with TMM board delegated powers considering the proposed transaction or arrangement.  

Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.  

Procedures for Addressing the Conflict of Interest  

1. An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.  
2. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3.  After exercising due diligence, the board or committee shall determine whether TMM can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.  
4.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the TMM's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.  

Section 4. Violations of the Conflicts of Interest Policy

1. If the TMM Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.  
2.  If, after hearing the member's response and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.  
3.  Records of Proceedings -The minutes of the board and all committees with board delegated powers shall contain:  

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee's decision as to whether a conflict of interest in fact existed.  

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.  

Section 5. Annual Statements - Each director, officer and member of a committee with board delegated powers shall annually sign a statement which affirms such person:  

a. Has received a copy of the conflicts of interest policy,  

b. Has read and understands the policy,  

c. Has agreed to comply with the policy, and  

d. Understands the TMM is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.  

Section 6. Periodic Reviews To ensure the TMM operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:  

a. Whether partnerships, joint ventures, and arrangements with management TMM conform to the TMM's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction.  

Section 7. Use of Outside Experts: When conducting the periodic reviews as provided for in Section 6, TMM may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility.

 

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APPENDIX A – Event Committee Activities.

1. Identifying and acquiring the Venue

• Decide on Program venue and the date of the event        
• Understand the Venue registration process.        
• Reserve Venue
• Identify the contacts for the preparation work, site visit, music, and lighting during the day of the event.
• Prepare site visit inspection document which includes things to check / ask during the visit        
• Perform site visit - Work with the custodian and the audio contacts in the venue. Capture photos and layouts of the location.
• Send in site visit report to Board and EC. Send completed checklist, Photos of the location and the layouts of cafeteria, auditorium, entrance, backstage etc
• Understand the Government approvals required - Fire Marshall, Food/Health Department and city.
• Make an inventory of what we need to bring in apart from what the venue offers. (Decoration items, Condiments, Cash box, Membership print outs (4 copies), Membership forms, Guest signing books etc.)
• Request all site related approvals        (Insurance certificate copy typically should have City as an additional insurer apart from the school
• Create various placards - to guide people to various places in event location - Cafe, Event HALL, Reception, Membership, Relief fund        

 

2. Defining high Level planning documents

 

• Event Master plan – Complete end to end list of action items with owners and dates.
• Prepare a layout plan by location (Cafeteria Layout, Entrance and outdoor activities layout, Inside the auditorium Layout)
• Prepare a safety plan for the event        (Emergency exits, notifications during programs, Rules for placing tables of vendors (not to block exits),  Snow procedures, Parking rules, Kids safety rules)
• Prepare a high level contingency plan - What if things doesn’t happen the way we want? Get inputs from all the team members and prepare a document
• Prepare a Youth wing involvement plan – Where do we need their help?

 

3. Participant registration at the venue

• The team at the participant booth will have a program list that will have a list of participants.
• After checking individuals in each team, they will update the program list check list, and then they will provide the sticker to only the last participant.
•  This is to make sure that all participant of a given group are on site.

 

4. Booth Planning and Management.

• Reception desks/Booth., Membership drive Booth, Participation Booth, Welcome Booth, donation request booths, Sponsor booths, Booth Decorations, identifying volunteers serving in the booths.

 

5. Cultural(s) Planning

• The cultural team will draft communication email to be sent to the potential participants
• The Board will review and approve the communication Draft.
• The cultural team will send communication out about the cultural registrations to all members.
• The timing of the this email will need to be coordinated along with the sponsorship and membership drive emails to make sure we send each one at the appropriate time
• Prepare Cultural action items -A separate call will need to be arranged to discuss how to identify if all the registered participants have arrived, how to tag them, how to place them before the program, how to bring them on stage etc.
• The cultural team will need to review action items with Board and EC
• The cultural team will draft the program list, review with the teams and finalize. The typical program list will include  Welcome note, Prayer,  Program list,  Guest of Honor timing, any special programs, Board Introduction, Snack Break Timing,        Dinner Time announcements, Thank you notes, announcements (Stage, M.C,  Breaks, Safety, sponsorship,  Guest of Honor notes)
• The MCs will need to work with event coordinators to prepare a fallback plan. Buffer program items needs to be designed for unexpected breaks in between programs. There needs to plan for when the next program can be called in.
• Send reminder communications at different points in time to the participants and members. (Initial stages with the process to register, When once registered, how and where to send files related to the program,  Closer to the registration date and finally closer to the Mp3 files sending cut-off dates.)
• Program content validation        - The participants will be sending mp3 files, the quality of the files needs to be reviewed and passed to the audio support team (refer to Audio and Visual presentation section below).

                

        

6. Audio and Visual Presentation

• Document equipment availability details based on site visit document- We need to know what we have in the control room at the venue.
• Identify if we need additional lighting and sound - Do we have enough lighting and sound in the auditorium for the best experience
• Hire a professional for lighting and sound        Board        If required.
• Identify requirements from external Audio and lighting personnel if we hire someone.
• Prepare audio event list
• Prepare Karaoke participant list        

        

7. Logistics during Event                

• Placing participants from Participation sign-in to the backstage (first 3 programs)
• Placing participants from sign-in to the staging area inside the auditorium.
• Youth members will need to support bringing the participants to the backstage and staging.
• Volunteer support for Audio and Video.
• Hall decorations
• Stage decorations.
• Banner placements
• Curtain/screen support.
• Clean up after any program support.
• Seating guest of honors and sponsors.

 

8. Food and Snacks

• Finalize food menu for the program        
• Review offers for Food and Snack and decide vendor. Decide who will be providing our food to be served to the members during the event
• Cafeteria activities planning        - Identify volunteers and make a chart with locations they will serve.                

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APPENDIX B – Public Relations Committee Activities.

1. External Contribution (Sponsorship) Generation

• Define the sponsorship Model - The document to define the types of sponsorships available, the breakdown of what each type offers and the contribution value. Include early bird offer.
• Define a central document for gathering sponsor list         - This document will need be placed in the google document. This will be updated by all the Board and EC members to provide the sponsors they have identified.
• Define an Invitation Letter to invite the sponsors and the sponsorship model document to be attached along with it.
• Define a sponsorship communication model - When the central document is updated with a new sponsor, the board or the EC member can communicate to Sponsorship team.
• The sponsorship team will send out the formal email with recommended person CCed on it to confirm the communication.
• The Board or EC who recommended can contact the vendor and work with them DIRECTLY ( no need to wait for the email communication)
• Define sponsorship target value cut-off dates including the target to update the sponsor’s document, target date to send off communications and the target date to complete sponsors collections.
• Educate and communicate the sponsorship model by setting up a meeting and communicate the process, target, the cut-off dates to the Board members and EC.
• Define a report showing signed up Sponsors and they type of sponsorships. This document will help understand and plan for the arrangements for sponsors prior and during the event.
• Notify food restrictions/approval process to Sponsors. The vendor needs to provide their license copy and also fill in the form for the food department to approve. Communicate this to the vendors if they are providing food services.
• Define a model to attract visitors to vendor booth. We need to announce during the events who is hosting the booths and recommend a visit.
• Notify the Vendors to be on time. We need the vendors to be on time so that they can attract the visitors early from the start of the event.
• Notify Sponsors on the logistics (Invitation Letter) - provide the information on booths, Provide information on Page Ads, Provide information on Banner Placements. Provide information on the 3-5 stage time and what time the sponsor needs to speak.
• Finalize the list of vendors and add you to the thank you note.-We need to address every sponsor in our thank you note.
• Reserve the program guide for the sponsors        - It will be good to provide a copy of the program guide to the Page Ad vendors as a souvenir.
• Prepare a Thank You letter with the 501(c) (3) information-The letter will appreciate the support and act as a receipt for the vendors/sponsors to claim Tax benefits.
• Rent furniture to be placed in the event for sponsors.

2. Program Guide

• Send communication to Program Ad sponsors to provide a digital version of their content. The activities include getting the content from the sponsor, review with them when once the output is completed on the Guide.
• Define the program guide layout( Identify the number of sponsor ads,  Identify the type of ads , Get the list of programs from the cultural team),  
• Define program guide printing requirements        (# of pages, page color, sides, Front and back covers, paper quality, Paper type, binding type and number of copies)        
• Finalize the # of copies of program guide required for the participants and families, for the Volunteers, and for the sponsors.
• Identify the printing location by finding out quotes on who offers competitive rates for printing. Make sure to discuss the lead times.

 

3. Encouragement and Honors

• Define Age ranges for providing trophies - Decide the participant upper age limit for qualifying to receive trophies for their performance.
• Gather trophy and memento choices - Trophy designs and the cost.        
• Decide on the inscription on the trophies (Will we have a Logo, year of the celebration? What other text will be displayed?        )
• Get approval from board by voting on the trophies        
• Get the final list of participant counts - Cultural team to provide the final list of participant counts.
• Order trophies and mementos - Finalize and place order with the vendor        
• Collect trophies before the event - Collect the trophies or assign a volunteer living close the vendor to pick up the day prior to the program.        
• Guest of Honor Nomination.
• Guest of Honor nominees, profile and voting - Make a draft note about individual profiles to be sent to the Board and EC for voting. It will be easier to vote based on how the nominee has contributed to the community.
• Guest of Honor Invitation - Draft an invitation letter welcoming the Guest of Honor to the inaugural program.        
• Decide and invite and special honors – identify any other special consideration for honors.        
• Decide guest of honor hosting time        working with cultural team

 

   APPENDIX C – Youth Wing Committee Regulations and Activities.

1. TMM Youth Wing (TMMYW) shall operate as a specialty committee governed by the President, Vice President, Secretary and select members of the executive committee of TMM.
2. By operating the TMMYW, TMM shall focus on community development by setting a stage to train, develop and foster Tamil cultural values, promote life and leadership skills supporting academic extracurricular activities in the younger generation. The TMMYW shall support organizing the projects and programs run by TMM to satisfy the organization’s purpose.
3. The Board will design a nomination and election process for the TMMYW members. The nominees shall send out a letter intention to TMM either through electronic communication. The letter of intent shall state the purpose of the nomination with a 3 clear lines stating the qualification of the nominee and why he/she wants to be part of the TMMYW.  The Nominee should have the ability to clearly communicate to the Board of Directors and the outside world under the guidance of the Board of Directors.
4. The selection of the TMMYW member is under the sole discretion of the Board of Directors. The Board of Directors will respond to the applicant when a decision is made. The term of office for the TMMYW member shall be one year, with an option to apply for additional year or his/her successor is duly qualified, trained and appointed. The one year term applies from the date of election confirmation by the board. If a vacancy occurs prior to the expiration of a term, an appointment shall be made by the Board of Directors for the remainder of the unexpired term.
5. TMM will expect high level of display in discipline, conduct and performance during the elected term from the TMMYW member. The Board of Directors shall be authorized to disqualify or relieve a TMMYW member from duties any time due to a misconduct, attendance, lack of attendance or performance.
6. Absence from two consecutive or three overall regular meetings where participation is required by the TMMYW member, shall operate to vacate a seat of a TMMYW member unless such absence is excused by the majority vote of the Board of Directors with such excuse duly entered upon it the meeting minutes.

 

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APPENDIX D – Finance Committee Activities.

1. Organization level Annual Budgeting.

The finance committee will review the proposed annual budget after its preparation by the Treasurer.  The committee chair (Treasurer of the Association) will submit a written report to the Board in a timely manner following the committee’s review including any recommendations to the Board.

The budget shall be reviewed by the board and approved unless a rework is required to adjust the budget. When once approved, the activities described in the budget can begin. When once the activity or activities are completed. The treasurer will need to run a budget to actual analysis at the year to identify the variance and also to feed in for the subsequent year’s budget.

 

2. Events/Programs Budgeting.

The finance committee will generate a budget for a proposed event after its preparation by the Treasurer.  The committee chair (Treasurer of the Association) will submit a written report to the Board in a timely manner following the committee’s review including any recommendations to the Board.

The budget shall be reviewed by the board and approved unless a rework is required to adjust the budget. When once approved, the activities described in the budget can begin. When once the activity or activities are completed. The treasurer will need to run a budget to actual analysis at the year to identify the variance and also to feed in for the subsequent year’s budget.

 

3. Expenses Management.

The treasurer will maintain an expense report template in a shared location. This report shall be used by the requestor who has paid an expense on behalf of TMM to get a reimbursement.  The expense reports will need to be submitted with supporting documents such as a receipt.

The finance committee will review the expenses, validate against the supporting documents and provide a reimbursement.

 

Any payable from TMM of amount less than USD 500, can be paid by treasurer at his own discretion and above USD 500 must be approved by President or Vice President. All other disbursements should be directed and approved by the Board of Directors.

The finance committee shall duly record the expenses and payments in a (electronic or manual ledger) document with a tracking number. The finance committee shall keep accurate record of all receipts and disbursements.

 

4. Contributions Management

The finance team will manage all the contributions driven by membership and Events. For memberships, the finance team needs to track the start and end dates of every member to a make sure they are active and send reminders at the appropriate time to engage, remind and retain the membership base.

 

The finance team will work with the welcome desk to track the event signups and check-ins and tally/reconcile with the entrance contributions generated towards the event.

 

A periodic report needs to be provided to the board on the financial numbers showing both the membership and event contribution statuses. Any on demand reports required by the board will need to be provided by the finance team as well.

 

Any event sponsorship contributions will need to be tracked as part of the event contributions. The sponsors will need to be provided with a 501(c) (3) letter for tax benefits towards their contributions.

 

5. Annual tax filing.

The treasurer shall pay all taxes, interest, and amortization on debt owed by the TMM in the order mentioned only if required and stated by the law. As a 501 (c) (3) organization, TMM will need to file a 990-N Post card before the 15th day of the 5th month after the tax closing date.

The tax closing date for TMM will be December 31st of each year.

 

The treasurer needs to make sure that tax filing details needs to be reviewed and approved by the board prior submission.

 

6. Bank account management

 

As the finance committee handles membership, sponsorship and event contributions, the form of checks or cash will need to be deposited in the TMM business account in the designated bank.  The Treasurer along with General Secretary will be part of the bank account designated signing authority.

 

The treasurer will have electronic access to validate the bank account details. He/she needs to make sure that TMM has sufficient funds at all points in time and escalate any financial crisis to the board as soon it comes to light.  The finance committee will monitor and evaluate the current and projected status of the organization’s Accounts.  The committee may make recommendations to the Board regarding these accounts.

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APPENDIX E - Technology & Innovation Committee Activities.

 

1. Primary: The Technology & Innovation (T&I) Committee will develop, operationalize and maintain TMM’s online assets as described herein and support additional technology requirements as requested or designated by the Board.

 

TMM’s online assets involve enhancing & maintaining tmm-usa.org website, its social media presence in Facebook & YouTube and enabling back-office capabilities to strengthen organizational productivity and accountability.

2. Website Development

Develop, improve and enhance tmm-usa.org website to represent TMM’s online identity and manage memberships, events, sponsorships and charters. The website will act as a central portal to communicate TMM’s mission, by-laws, its policies, and office bearers’ information to public. The website features and enhancement requirements will be primarily driven by Board, EC and TMM Members. Enable organic traffic growth by implementing SEO strategies.

 

3. Website Operations

The operational responsibilities involve site backups, maintaining SSL certifications, domain & DNS management, monitoring cybersecurity risks/threats and enabling web analytics & reporting. Maintain a stage site (Ex: stg.www.tmm-usa.org) to develop new features and enhancements and propagate to live site.

 

4. Payment Processing

Enable and maintain Paypal integration to tmm-usa.org for membership fees and event registrations. Maintain setting up fees and transaction handling via Paypal.com for TMM account. Offer assistance to Finance Committee and Board for Paypal reports as needed.

 

5. Social Media Updates & Engagement

Maintain an active social engagement with TMM members and general public via Facebook and YouTube to positively promote TMM’s activities and growth. Activities involve posting, proper people tagging, media upload, ensure cybersecurity and privacy settings are at appropriate levels at all times.

6. Email Management

Investigate and implement an email solution to enable tmm-usa.org email address for official communications. Enable newsletter management to send effective and traceable branded communications. Ensure tmm-usa.org emails are sealed from phishing and spam attacks.

7. No-Spam Policy

TMM-USA has a no-spam policy.  TMM will not email with promotional or junk emails. TMM occasionally send emails about community updates, events that promote good causes and Tamil cultural heritage. All of the notification emails to TMM subscribers, Members will have an option to UNSUBSCRIBE from mail-list any time. TMM shall not send any further mails to UNSUBSCRIBED members/Subscribers

8. Data Security & Privacy

Develop and update TMM’s online privacy and terms & conditions statements for tmm-usa.org site. Subscribe to online web security forums, keep track of online threats and perform remedial actions as needed to protect TMM-USA.org site.

9. Back-office Tooling

Investigate and implement project & task management tools to manage and track organizational activities in a productive way. Investigate and implement document sharing tools to capture, share and grow TMM knowledge management in a safe and secure, easy to access and conveniently sharable way.

 

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Certified that the revised TMM Bylaw was adopted in the General Body Meeting held on 6/5/2016 at Burlington Public Library, 22 Sears St, Burlington, MA 01803.

 

Tamil Makkal Mandram, Inc. Board:

 

 

_____________________________

Karthikeyan Ramu, President, TMM

 

 

Ramesh Dayalan – Secretary

 

 

Prasanna Govindarajulu - Joint secretary

 

 

Saravanakumar Ramamoorthi – Treasurer.

 

 

Sujatha Meyyappan – Director

 

 

Lakshmi Venkatesan – Director

 

 

Mahesh Balan - Director

 

Bylaw Reviewed by Committee on  01/11/2019

 

Karthikeyan Ramu, President, TMM

 

Ramesh Dayalan – Secretary

 

Prasanna GovindaRajulu – Joint Secretary

 

Mahesh Nalan – IT Director

 

Saravanakumar – Treasurer