Tamil Makkal Mandram - By Laws
 
A.1. Principles of Existence

A.1 The name of the association shall be Tamil Makkal Mandram Inc., herein after referred to as TMM.

A.1.1 TMM shall be primarily a cultural, social, educational and charitable organization.

A.1.2 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 group with the objective of retaining, felicitating and fostering the cultural heritage of Tamil language.

A.1.3 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.

A.1.4 TMM Shall serve the Local and Tamil community in New England area and also in the region of Tamil Nadu, India.

A.1.5 TMM shall be charitable and non-profit as defined under section 501-C. 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.

A.1.6 The organizational structure of TMM shall consist of three elements (1) Active Members (2) Duly elected Board of Directors and (3) various elected or appointed Executive committees members. Each organizational element shall enjoy specific rights and shall discharge its responsibilities in accordance with this Constitution and Bylaws of TMM.

A.1.7 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.

Purpose

A.2.Membership

A.2.1. The membership of TMM shall be open to all persons of legal residence in USA, 18 years or older, 
who believe in TMM’s mission and purpose and are willing to abide by its Constitution and Bylaws.

A.2.2 Persons who have criminal records are not eligible for any membership. 

A.2.3 All eligible active members shall have voting rights. 

A.2.4 Individual members shall have only one vote and the family-voting members shall have two independent votes. 

A.2.5 All voting members of good standing with three years of voting membership shall have the right to be nominated for election to the Board 

A.2.6 Board of directors and Executive Committee members are life time members of TMM and will pay the life time member fee at time of invocation to the office.

A.3.General Body

A.3.1.The General Body of TMM shall consist of all current active members including Executive 
committee. Active Members are defined as members of TMM who are currently paying their dues and 
in good standing for the current year.

A.3.2.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 and Executive committee member. It shall have the power to 
make specific recommendations to the Board of Directors. It shall have the power to change the 
provisions of TMM Constitution and Bylaws, and the power to dissolve TMM as an entire organization. 
The General Body shall exercise these powers according to the procedures outlined in this Constitution.

A.3.3.The Annual General Body Meeting of TMM shall be held during the month of February each year 
or any date decided by the board and Executive committee. 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 annual reports of TMM’s activities, financial status and any 
other matter related to TMM as deemed necessary.

A.3.4.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 April of the same year. The date of postponement 
shall be announced in January.

A.3.5.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. 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. 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.

A.3.6.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.

A.3.7.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.

A.3.8.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. For voting rights and petitions are defined by bylaws. All such requests for amendments must 
be presented to the Board of Directors. Only Board approved amendments shall be presented to the 
General Body. The notice to amendments must be given to all members at least 15 days prior to the 
General Body Meeting. 

A.3.9.The motions to amend the Constitution or Bylaws of TMM shall require >50% vote of the members 
present at the meeting.

A.3.10.The motion to recall or dissolve the Board of Directors or the Board of Trustee shall require an 
affirmative vote of 2/3 of all the voting members present at the meeting.

Management

A.4.Board of Directors

The affairs of the TMM shall be managed by a “Board of Directors”. The number of members in the 
Board of Directors shall always be an odd number but shall not exceed 10. The Board of Directors shall 
consist of (a) the Officers, (b) the immediate Past President

The Officers of the TMM shall be: 

(1) The President 

(2) The Vice-President 

(3) The Secretary 

(4) The Joint-Secretary 

(5) The Treasurer 

(6) Director – Events co-ordination

(7) Director – Public Relations

(8) Director – IT and Technology affairs (Open and Available)

A.4.2 Executive Committee

Executive committee members are elected or selected members of TMM. They are direct advisory 
board to the TMM. Executive committee members owns, leads and runs specific projects/Tasks of TMM 
under the guidance of Board of Directors. Number of positions of Executive committee members will be 
decided by the board as required.

A.4.3: Term of Office 

Officers shall be elected for a term of three years, by the General Body, and they shall hold office until 
the induction of new officers. The Officers shall not be eligible to serve two consecutive terms for the 
same category of office. 

A.4.4: Vacancies 

In the event of a vacancy in the Office of the President, the Vice-president shall automatically succeed to 
that office. In the event of any other vacancy among the officers and/or directors, the Board of Directors 
shall, within thirty days, appoint a successor from the General Body to that Office and he/she shall serve 
for the reminder of the term. 

A.4.5: Board Membership 

Any Board member who fails to attend two consecutive board meetings may be replaced at the 
discretion of the Board of Directors.

A.4.3.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’ 
activities and programs.

A.4.4. 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.

A.5 Duties of the Officers

A.5.1: President 

The President shall 

1. Preside all the meetings of the TMM and of the Board of Directors. 

2. Enforce the provisions of the Articles of Incorporation, the Bylaws, and the rules and regulations 
of the TMM. 

3. Call for special meetings of the TMM as per the Bylaws. 

4. Call for special meetings of the Board of Directors. 

5. Appoint special committees to assist him in the execution of his duties. 

6. Exercise all other functions as the Chief Executive of the TMM. 

A.5.2 Vice-President 

1. The Vice-President in consultation with the President shall devise activities to increase the 
membership of the TMM and shall be a liaison officer between TMM and outside world. It is 
his/her responsibility to :

2. Maintain an accurate roll of members in each class of membership. 

3. Maintain a current record of each member's mailing address as provided by the members. 

4. Be prepared at each meeting of the TMM or the Board of Directors to report, in collaboration 
with the Treasurer, on the good standing and membership class of each member. 

5. The Vice-President is in charge of projects/events. He/She shall interact with the board of 
directors and committees of the events to conduct them successfully. He/She shall supervise all 
projects so that they are not contradictory to the purpose of the TMM. 

A.5.3: Secretary 

The Secretary shall: 

1. Keep minutes of each meeting of the TMM and of the Board of Directors. 

2. Maintain the records of the TMM. 

3. Provide for the safekeeping of the corporate seal, if any. 

4. Notify each member of the meeting of the TMM as required by the Constitution and the Bylaws. 

5. Notify each member of the Board of Directors of regular and special meetings as required by the 

Constitution and By Laws 

6. Carry on the general correspondence and activities of the TMM. 

A.5.4: Joint-Secretary 

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

A.5.5: Treasurer 

The Treasurer, in collaboration with the Secretary, shall: 

1. Collect all moneys due to the TMM. 

2. Deposit all moneys received in a bank or a trust company approved by the Board of Directors; 

3. Pay all taxes, interest, and amortization on debt owed by the TMM in the order mentioned. 

4. Pay all bills contracted by the TMM or its authorized representative, except that disbursements 
in excess of the limit for contingent expenses require ratification by the Board of Directors. 

5. Make other disbursements as directed and approved by the Board of Directors. 

6. 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.

7. Keep accurate record of all receipts and disbursements. 

8. Submit a report of all receipts, disbursements, accounts receivable, accounts payable, and a 
balance sheet for the TMM, duly audited by a Certified Public Accountant at the Annual Meeting. 

9. Submit a report in writing of all receipts, disbursements, accounts receivable, accounts payable, 
and a balance sheet for the TMM, duly audited by a Certified Public Accountant, at the Annual meeting. 

10. Submit in writing a budget for the next year and a review of the budget for the past year at the Annual Meeting. 

11. Follow the TMM investments and provide periodic reports about their performance. 

A.5.6: Director – Events co-ordination

1. 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 event.

A.5.7 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)

A.5.8 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

A.6 Duties and Powers of the Board of Directors

A.6 Board of Directors

The Board of Directors shall have supreme authority to manage and control the affairs, funds, and 
property of the TMM. 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. 

A.6.1 Membership in the TMM 

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. 

A.6.2 Regular 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. 
Seven members of 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. 

A.6.4 Notification of 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 three weeks prior to the meeting.

A.7.General Election

A.7.1 The election of all elected office bearers of TMM shall be held during the Annual General Body 

A.7.2 The Bylaws of TMM shall make provision for a Nominating Committee, which shall be responsible 

for an orderly conduct of the election process.

A.7.3 The nominating committee shall send out nomination requests to all members and seek 
nominations in writing from members that are interested in serving on the Board of Directors at least 6 
weeks prior to the general body meeting. The nominations for all office bearer positions open for 
election shall be submitted to the Nominating Committee at least 2 weeks prior to the election date. 
The nominating committee shall declare the slate of officers 1-week prior to the General Body Meeting. 
The members of the General Body, however, may make nominations, from the floor.

A.7.4 The voting shall be conducted by a secret ballot for positions receiving multiple nominations.

A.6.5. 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. If this process fails to complete an election process, a special 
General Body meeting shall be called within 30 days to hold new elections.

A.7.6. In the event an elected post becomes vacant before the term of the post expires, then the post 
may be filled temporarily by appointment by a majority vote of the committee which has such vacant 
post. The General Body at the Annual General Body Meeting shall subsequently approve such 

A.8 Indemnification of Officers 

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. 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.

A.8 .Dissolution of TMM

A.8.1 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 8.2 through 8.4.

A.8.2 The Board and the Board of Directors shall jointly circulate a notice of the intent of dissolution to 
all active members.

A.8.3. 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.

A.8.4. 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.