PROVINCE OF BRITISH COLUMBIA

SOCIETY ACT

CONSTITUTION OF THE MARATHI SOCIETY OF B.C.

Name: The name of the Society is "The Marathi Society of B.C.".

Purposes :

To donate at least 50% of the society's income to charitable organizations.

To preserve, promote and propagate the Marathi language and the traditions and history of the state of Maharashtra, India.

To educate the members of the Society and the general public about the history, language and traditions of Maharashtra, India.

To initiate activities in relation to the collection, preservation and circulation of books, magazines, newspapers, audio/video tapes, and similar artifacts concerning the history, language and traditions of Maharashtra, India.

To promote multiculturalism among Canadians and to collaborate with like-minded individuals and societies from varied cultural background.

The operations of the Society will be carried on chiefly in the lower mainland, in the Province of British Columbia.

Upon winding-up or dissolution of the Society, any funds or assets of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such recognized Canadian Organizations promoting and having aims similar to that of the Society as may be decided upon by the members at the time of winding up or dissolution at a special general meeting. This clause is unalterable.

The Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its objectives.

BYLAWS OF THE MARATHI SOCIETY OF B.C. Article I - Membership 1. There shall be the following classes of memberships: Individual membership Family membership; and Honourary membership. 2. The Board of Directors has discretion to accept or reject an application for membership in the Society, provided that before membership is accepted, the applicant must pay to the Society the membership fee, if any. The exercise of the said discretion is subject to review at any meeting of the members of the Society. 3. The membership fee for each class of members, if any, shall be determined by the Board of Directors subject to review by the members at a meeting of the members of the Society. 4. The subscribers to this Constitution and these By-Laws shall have the same rights as any other member. Duties of Members: 5. The subscribers to this Constitution and By-Laws shall have the same duties as any other member. 6. It is the duty of each member, in order to remain in good standing in the Society, to comply with the By-Laws of the Society and pay when due the membership fee, if any, for the current year. Article II - Termination of membership Conditions under which membership in the Society ceases: 1. Any member who desires to withdraw from membership in the Society may notify the Board of Directors in writing to that effect and on receipt by the Board of Directors of such notice, the member shall cease to be a member. 2. A member shall cease to be a member if he or she or it fails to pay the annual membership fee, if any, on the due date. Conditions under which a member may be expelled from the Society: 3. A member, or honourary member, may be expelled from the Society by an extraordinary resolution adopted by two-thirds majority vote of the members of the Society present at any special meeting called for that purpose. 4. At a meeting described in Article II, Clause 3, the person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote. Also, any other member, has the right to speak on his or her behalf. Article III - Meetings of Membership 1. Every general meeting, other than an annual general meeting, is an extraordinary general meeting. 2. The annual general meeting shall be held during the month of April in each year at a place within the Province and on a day to be fixed by the Board of Directors. 3. A member in good standing present at a meeting of members is entitled to one vote. The voting shall be by show of hands and voting by proxy is not permitted. Notice of General and Special Meetings: 4. Every notice of an annual general or special meeting of the Society shall state the nature of the business of the meeting and such notice shall be given to every member 14 days before such general or special meeting. The manner in which Notice is to be given: 5. Notice of any annual general or special meeting shall be deemed to be given to every member if mailed or handed to every member, and in addition shall be deemed to be given to every member if a notice of the annual general or special meeting is advertised in any newspaper circulating in the lower mainland or the Society's newsletter. 6. The Board of Directors, or any two members of the Board of Directors, or ten percent of the membership of the Society, may call a special meeting of the Society for any purpose. 7. Any persons calling a meeting of the membership of the Society pursuant to Article III, clause 6, shall be responsible for the administration and preparation of the meeting. 8. The rules of procedure at an annual general and special meeting shall be determined by the Board or Directors, or if any member objects, the Robert's Rules of Order shall apply. Quorum for General and Special Meetings: 9. A quorum for the transaction of business at any annual general or special meeting of the Society shall be ten percent of the membership as they appear on the membership rolls. Article IV - Directors and Officers Directors: 1. The first Directors of the Society shall be subscribers to this Constitution and these By-Laws. These Directors shall all retire at the first annual meeting. Thereafter, the number of Directors shall be determined at the first annual meeting, but in no event shall the number of positions on the Board be less than four in number. Appointment of Directors: 2. The Directors of the Society shall be elected by the members of the Society at the annual general meeting and shall hold office until the next annual meeting. 3. Any vacancy in the Directors may be filled by appointment by the Directors. Meeting of the Directors may be called by the President, two or more members of the Directors, or by two or more members. Duties and Powers of the Directors: 4. The management and administration of the affairs of the Society shall be vested in the Directors. In addition to the powers and authority given by the By-Laws or otherwise expressly confirmed upon them, the Directors may exercise all such powers of the Society and do all such acts on its behalf as are not by the Society Act or any of these By-Laws required to be exercised or done by the Society at a general or special meeting and the Directors shall have full power to make such rules and regulations as they deem necessary, provided that such rules and regulations are not inconsistent with the Constitution of the Society and these By-Laws. 5. The Directors shall determine their own procedure and quorum. 6. A resolution in writing signed by all Directors personally shall be valid and effectual as if it has been passed at a meeting of Directors duly called and constituted. Directors' Remuneration: 7. No director shall receive remuneration for his or her duties. Removal of Directors: 8. Directors shall cease to hold office upon their ceasing to be members of the Society. 9. Five percent of the members, but in no case less than two members can request the Directors to call a special meeting of the members of the Society for the purpose of removing any member of the Board ofDirectors and/or substituting a new member in that position. Officers of the Society: 10. The officers of the Society shall consist of the President, the Vice-President, the Secretary, the Treasurer, plus such other officers as may be determined at a meeting of the members of the Society. Election of Officers: 11. The officers of the Society shall be elected by the Directors from among the Directors at the first meeting of the Directors following the meeting of the members at which the Directors are elected. Duties and Powers of Officers: 12. The Secretary shall keep the records of the Society and shall perform such duties as may be delegated by the Board of Directors. 13. The Treasurer shall be custodian of the funds of the Society and subject to the control of the Board of Directors shall pay any or all bills and also make available to the annual meeting an account of all monies ofthe Society. The Treasurer with the President, or in the absence of the President with such other member officer as my be designated by the Directors, may cosign all cheques drawn on the funds of the Society. 14. The President shall be the chief officer of the Society. 15. The Vice-President shall generally assist the President and shall, in the event of the absence or disability of the President, perform his or her duties and possess his or her authority. 16. The other officers of the Society, if any, shall perform such duties as is determined by the membership and Directors can delegate duties and powers to the other officers of the Society that are not inconsistent with these By-Laws and the Society Act (R.S.B.C. 1979 and amendments thereto). Officers Remuneration: 17. Officers of the Society shall receive no remuneration for the performance of their duties. Removal of Officers: 18. Officers of the Society may be removed as officers by a majority vote of the Directors. Officers so removed shall remain members of the Board of Directors. Article V - Borrowing Powers 1. The Society shall have the power to borrow or raise or secure the payment of money in such manner as the Society shall think fit and without limiting the foregoing, the Society may issue debentures or debenture stock, perpetual or otherwise, charged upon all or any of the society's present or future property,and to purchase, redeem or pay off any such security; provided that debentures shall not be issued without the authority of an extraordinary resolution adopted by two-thirds majority vote of the members of the Society present at a specialor annual meeting. Article VI - Audits of the Accounts of the Society 1. The Directors shall present before the members of the Society at the annual general meeting a financial statement showing the revenue and expenditure,assets and liabilities of the Society during the preceding fiscal year, the said financial statements shall be signed by two or more members of the Directors or by the Society's auditor. Article VII - The Seal Custody of the seal: 1. The seal of the Society shall be kept in the custody of the Secretary of the Society. Affixing the seal: 2. The seal of the Society shall not be affixed to any document or instrument unless authorized by the Directors and then only by and in presence of such officers as the Directors may authorize and such persons as shall be authorized to affix the seal of the Society shall sign every instrument of which the seal is affixed in their presence. Article VIII - Maintenance of Minute and other Books and Records 1. The Directors shall see that the minutes of members' meeting and minutes of Directors' meetings and all other necessary books and records of the Society required by the By-Laws of the Society or by any applicable statute or law are regularly and properly kept. Article IX - Inspection of Records of Society 1. The books and records of the Society shall be open to inspection by the members at a reasonable times at the office of the Society. Article X- Altering By-Laws 1. The By-Laws of the Society may be amended at any annual general or special meeting of the Society by an extraordinary resolution adopted by two-thirds majority vote of the members of the Society present at any annual general or special meeting. 2. Notice to amend any By-Law or to introduce a new one shall be given in writing 14 days in advance of the meeting at which it is intended to be considered. 3. Any resolution or motion shall be deemed passed, if a majority of the members present vote in favor of such resolution or motion.