By-Laws

Article 1: NAME
Name of the non-profit organization: INDUS – Washington DC
This apolitical endeavor for a politically stable Pakistan is named after INDUS the only one of many river systems in the subcontinent, that is modern embodiment of thousands of years old Indus Valley Civilization

Article 2: VISION
To inspire every Pakistani to help Pakistan achieve its full potential through highest cadre of national unity, strength of institutions and political stability.

Article 3: MISSION STATEMENT
INDUS is committed to evolution of passionate, selfless political leadership through mobilization of Pakistan’s intellectual capital and cultivating grass roots awareness for the need of such leadership, while promoting tolerance, human rights and protecting civil liberties.

Article IV: OBJECTIVES
The value proposition of INDUS is to achieve strong passionate and selfless political leadership at the Center through cultivating an interactive dialogue amongst Pakistani Americans and well-wishers of Pakistan around the globe aimed essentially at educating young Pakistanis and making them aware of the need to engage, the need to provide future leadership and the need to evolve a sustainable political infrastructure based on strong institutions. It is one small step to jump start the process of engaging young Pakistanis, evolving needed leadership – A leadership that will:

• Unite the nation around one common vision that blends nation building, strong institutions and pluralistic governance.
• Revive lost capacity to deal with complex social, cultural and religious issues tightly integrating full accountability and transparency.
• Restore abandoned learning and development institutions such as student unions.
• Eliminate excesses committed in the name of religion.
• Uphold human rights, protect and promote civil liberties and establish a strong watch dog organization “Pakistan Civil Liberties Union” to that end.
• Propel Pakistan’s transformation from sixth most populous nation to “Sixth most advanced nation in the world”

Article V: FUNCTIONS
The purpose of INDUS shall be to advance its mission and stated objectives to foster cooperation and understanding among its members, Pakistani Americans, Pakistanis in general and Friends of Pakistan globally to promote awareness of underlying critical issues that form the root cause of Pakistan’s continued political instability, institutional weaknesses, apathy and indifference to national well-being amongst its masses that continue to harbor and intensify diverse set of ethnic, cultural and religious lines of division, rather than diffusing them after six and a half decades of existence as an independent nation.

To that end INDUS shall:
a. Establish, promote and support relationship, understanding and interaction between Pakistanis and Friends of Pakistan
b. INDUS shall remain a grass roots apolitical and non-aligned organization dedicated to serve people of Pakistan and promote Pakistan’s political stability through mobilization of its intellectual capital.
c. Create and facilitate an open dialogue amongst Pakistanis, especially young Pakistanis to cultivate leadership and understanding of critical issues.
d. Collaborate with National and International Forums dedicated to evolve selfless leadership.
e. Collaborate with US and Pakistani institutions dedicated to the establishment and strengthening of democratic governing institutions.
f. Cultivate grass roots level awareness amongst young Pakistanis for the need to engage and provide future selfless leadership to rid the nation of decades old political quagmire that has continuously hampered Pakistan’s economic, social and cultural evolution along natural lines.
g. Collaborate and develop strong working relationship with US and Pakistan based Think Tanks that would help accelerate INDUS mission focus and objectives accomplishment.
h. Establish a robust web based communication presence that enables INDUS members and interested viewers the ability to communicate, post comments and promote awareness of critical issues surrounding Pakistan’s long term political stability and help evolve a common base line vision subscribed by all Pakistanis irrespective of their cast, creed, religious preferences or cultural diversity.
i. Organize social and cultural programs and provide opportunity for INDUS members interaction and fund raising for funding projects that help fulfill INDUS mission objectives.

Article VI: MEMBERSHIP
Section I. Types and Eligibility:
1. Charter Members: All INDUS Founding members and recognized members of Pakistani American Community with demonstrated contribution in promoting US-Pakistan relationship and promoting Pakistan’s interests will be in this class of membership. Members from other classes of membership will be able to graduate to charter membership depending on their contribution towards fulfillment of INDUS mission focus and objectives.
2. Executive Members: This class of membership will be open to all Pakistani community members, Friends of Pakistan globally engaged in academic research, journalism, teaching related to Pakistan Affairs or Pakistan’s bi-lateral relationship with the rest of the world.
3. Member: Any individual interested in pursuit of INDUS Mission Focus and Objectives and sponsored by two or more INDUS Charter or Executive Members, subject to the approval of the Executive Board of Directors.
4. As a pre-requisite for Membership, all individuals shall be required to:
a. Agree to abide by INDUS By-Laws, and as may be amended from time to time
b. Concur and are willing to devote time for the achievement of INDUS aims and objectives , and
c. Agree to pay membership and other fees, as applicable.

Section III. Rights and Obligations
1. Rights:
a. All members shall have the right to participate in all activities of the Association, with the exception of serving on the Board of Directors or voting, as explained under voting rights (Article V, Section III, Clause 3) and Election Procedure. (Article VIII, Section II, Clause 4)
b. All Members shall have the right to receive the notice of Annual General Meetings and any other meetings of the General Body and a copy of the by-laws of the Association.
c. All members shall have the right to receive the annual audited accounts of the Association.
2. Obligations: All members shall be obligated to:
a. Be familiar with the purpose, objectives and functioning of the Association
b. Maintain respect for others at all times
c. Maintain dignity and decorum in all meetings and gatherings, conference calls and exchange of views through other media.
3. Voting rights:
a. All Members, having paid membership by September 30th of the year are eligible to vote.
b. Members are eligible to vote after one full year of membership and participation supporting the objectives of INDUS.
c. Each member shall be entitled to have one vote on each matter submitted for voting.
d. Voting right shall be exercised in person or electronically, subject to approval of the executive council.

Section IV. Termination:

Member’s activities determined to be detrimental to INDUS mission focus and objectives may be a cause for review and disciplinary action as determined by Board of Directors and Charter Members Council.

Section V. Reinstatement:
Upon submitting a written request for reinstatement by the terminated member and consideration of the Board of Directors and Executive Charter Council members, the member may be reinstated by affirmative vote of majority of the members.

Section VI. Transfer of membership:
The membership of INDUS is not transferable or assignable.

Article VII: ORGANS OF INDUS & ORGANIZATIONAL SETUP:
Section INDUS shall achieve its objective through the following organs:
A. General Assembly
B. Board of Directors (BOD)
C. Charter Members Council (CMC)
D. Committees

Article VII-A. GENERAL ASSEMBLY:

Section I. Composition:
INDUS members of all classes shall constitute the General Assembly.

Section II. Functions
1. Be responsible for the acceptance of the by-laws, and amendments thereof.
2. Elect / Nominate the Board of Directors and President of the Board.
3. Make decisions pertaining to the functioning of the Association.

Section III. Meetings
1. The General Assembly shall be called into session once a year by the President of the Board of Directors. At the final meeting of the year the President of the Board shall present annual report and financial report.
2. Special meeting of the General Assembly may be called into session by the Board of Directors.
3. Upon a written petition of 25% of the combined total membership, a special meeting of the General Assembly shall be called by the President of INDUS.

The following shall constitute quorum and voting requirements for decision making:
Purpose of Meeting Quorum Requirement Voting Requirement
Dissolution of INDUS 75% Greater than 75%
Amendments to By-Laws 51% Greater than 75% of BOD
Election of the Board of Directors 51% Greater than 50%
Election of President of the Board 51% Greater than 60%
Approval of President’s Veto 51% Greater than 50% of Charter Council
All matters requiring voting by INDUS General Assembly will be put to vote electronically once a year before the physical meeting of the General Assembly via emails and INDUS web site.

Article VII-B – BOARD OF DIRECTORS:
Section I. Composition
The Board of Directors shall consist of fifteen (15) Board members as follows;
1. President
2. Vice President
3. Director of Administration & Membership
4. Director of Finance
5. Director Public Relations
6. Executive Director
7. Regional Directors US & Canada (4)
8. Regional Director Europe
9. Regional Director Middle East Dubai / Abu Dhabi / Qatar
10. Regional Director Latin America
11. Regional Director Pakistan Islamabad
12. Regional Director Baluchistan – Quetta
13. Regional Director Sind – Karachi
14. Regional Director Punjab Lahore
15. Regional Director Khyber Pakhtunkhawa – Peshawar

Section II. Election Rules and Procedure
1. General
a. Election / Nomination for the Board of Directors shall be held every two years.
b. The Charter Members Council in office will form an Election/Nomination Committee comprising of five members of INDUSto conduct the elections/nominations process.
c. The BOD nominations/ Elections will be finalized in month of December every two years.
d. Eligibility for Candidacy: The eligibility requirement for the Board members shall be as follows:
1. Shall be a Full Member of INDUS in good standing for a period of one year.
2. Be actively involved in INDUS’s program and activities.
3. Be nominated by at least two other Full members of INDUS
e. Eligibility and Voting Criteria
1. One-year membership criteria for Eligibility of Candidature for Board of Directors shall be waived for the first election.
2. Condition of paid membership for voting eligibility will be waived for the first election.
Section III. Governing Rules and Regulations
1. All member of Board shall serve on a voluntary basis without any compensation.
2. Term: A Member of the Board will be elected for a term of two years. Members can serve more than two consecutive full terms with a gap of one two year term
3. Termination:
a. Due to misconduct: Upon charges brought against any member of the Board by fifty-one percent of combined total of Full Members of INDUS or three members of the Board and filed with Board of Directors and upon hearing by the Board, the charged member may be terminated from the Board with a unanimous vote of other members present at the meeting. five members of the Board shall constitute the quorum.
b. Due to Absence: Any Board member who does not attend three consecutive Board meetings without any advance notice or genuine cause shall be terminated from the Board by unanimous decision of the Board.
4. Filling Vacant Position: The Board of Directors will select an eligible member to fill any vacancy occurring in the Board by a simple majority for the remaining term of the outgoing member
Section III. Functions:
The Board shall oversee, guide, and direct the work of INDUS. For this purpose it shall:
1. Approve the budget.
2. Manage and maintain audit trail of funds sent to any organization at the secondary beneficiary level – such as name and address of the student being awarded on a need based charitable assistance
3. Manage auditability of all charitable funds with the intent of being dispensed internationally through 501(c)(3) organizations in United States that are OFAC compliant.
4. Manage all approved activities and finances of INDUS.
5. Appoint independent auditors to audit annual financial report of INDUS, if necessary

Section IV. Meetings / Decision-making
1. The meeting of the Board of Directors shall be held at least once a quarter.

2. The presence of nine members of the Board will constitute the quorum.

3. Special meetings of the Board shall be called by the President of the Board:
a. On his own initiative, or
b. On request from at least two members of the Board, or
c. On request by at least twenty-five (25) % of the members of the General Assembly.

4. The decision of the Board shall be made by a simple majority of the members, except as stated otherwise. In the event of a tie on a matter, the matter will be deferred to the next regular or special meeting, wherein all five members will undertake the matter and vote.

5. In the event of a narrow vote on a matter, the President may veto a decision of the Board of Directors. However, the veto needs to be approved by a simple majority of the General Assembly and or Charter Members Council.

Section V. President of the Board
1. The President of the Board shall be elected for a period of two years.
2. The President shall be the principal spokesperson of INDUS.
3. The President, together with the Director of Membership and Finance shall appropriate funds within the budget set by the Board and control the expenses of INDUS.
4. The President shall prepare with the help of Director of Membership and Finance and present the annual budgets and financial reports to the General Assembly for approval.
5. The Director of Management and Administration shall be responsible for preparing and distributing the Board meetings and General Assembly meetings Notice and Agenda and Meetings, to all eligible members.

ARTICLE VII-C COMMITTEES:
1. The Board of Directors shall form Committees to enhance activities of INDUS.
2. The Board of Directors shall define the Charter of the Committee so formed.
3. A Committee can be formed for a specified or unspecified period of time.
4. The Committee will submit a working budget to the Board of Directors.
Once the Budget has been accepted, The Director of Administration and Finance will coordinate the disbursement of funds
5. The Committee shall report to the Board of Directors on a quarterly basis, unless otherwise established by the Board of Directors at the time of the formation of the Committee.
6. The Board of Directors, when deemed necessary, shall dissolve a committee.

Article VII-D – CHARTER MEMBERS COUNCIL

1. The Council shall be named “Charter Members Council”.

The Purpose and Long term benefits of Charter Members Council is to have a group of serving individuals foster:

a. Upholding the vision of INDUS, as formulated by the Founders
b. Providing continuity in functioning of INDUS with changes in administration.
c. Offering interpretation of the By-Laws, if and when required
d. Functioning in the capacity of an “Advisory Council” to the BOD
e. Administering INDUS members’ grievances with INDUS BOD
f. Providing financial support for the functioning of the organization.
g. Functioning in the capacity of “Ombudsman” for INDUS
h. Oversee the nomination and election process for members of BOD

2. Number in Charter Members Council and Criteria of Membership

a. The Charter Members Council for a given year shall be formed with a minimum of three and a maximum of eleven individuals, each meeting the following criteria:
1. He/she shall be a Chartered Member
2. He/she shall be a Founding Member or a Life Member of INDUS
b. Each Charter Council Member will pay an yearly financial contribution as determined by the Charter Members council, starting with a token contribution at the time of inception.

ARTICLE VIII FINANCES
1. INDUS shall be financed by the membership dues, contributions, and donations, and research grants.
2. All expenditure of over $100 for non-budgetary items shall be approved by the Board.
3. Any checks, drafts or other negotiable instruments for the payment of money, notes, evidence of indebtedness issued in the name of INDUS shall be signed jointly by the Director of Finance Committee and the President of the Board.
4. The fiscal year of INDUS shall begin on January 1 and end on December 31.

ARTICLE IX AMENDMENTS
Amendments to the By-laws may be proposed by:
1. Three members of the Board of Directors or thirty percent (30) % of the eligible member of the General Body of Members
2. Three or more members of the INDUS Charter Members Council
3. The proposed amendments shall be presented in writing to the President of the Board prior to the General Assembly meeting.
4. The Board after deliberation shall present the proposed amendments to the General Assembly for discussion and approval.
5. No amendments to the proposed amendment shall be allowed during the General Assembly meeting.

ARTICLE X DISSOLUTION
Only the General Assembly shall have the authority to dissolve the Association.
Upon the dissolution of the organization the assets shall be distributed for one or more exempt purposes of IRS SEC 501C 3 of the Internal Revenue tax code or corresponding section of any future tax code or will be distributed to the Federal Government or state or local Government for public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the country in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations as the court shall determine, which are organized and operated exclusively for such purposes.

APPENDIX A: INDUS FOUNDING MEMBERS
The following are the Founding Members of INDUS, who gathered in Argyle Country Club Silver Spring MD on January 27, 2013
Ambassador Touqir Hussain
Dr. Ayesha Jalal (Conference Call)
Dr. Hassan Abbas
Mrs. Beenish Abbas
Dr. Walter Andersen
Athar Javaid
Dr. Anwar Masood
Dr. Armina Masood
Dr. Asma Ali
Anwar Ansari
Wamiq Hamid
Arif Sattar
Syed Kamal Mehdi
Ayoob Yousufi

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