www.dentalhygindia.org

BYLAWS
OF
DENTAL HYGINDIA, INC.

NAME:

1	The name of the corporation is DENTAL HYGINDIA.

PURPOSE: Dental HygIndia is a non-profit corporation Organized exclusively for charitable purposes within the meaning of 501 (c)(3) of the Internal Revenue Code of 1954, as amended, to engage in any activity not otherwise prohibited under the laws of the State of Michigan and the United States of America and with all powers conferred upon nonprofit corporations by the laws of the State of Michigan to accomplish the following purposes:

1	To spread awareness and improve dental health among children in order to foster the development of oral health conditions in India.
2	To spread dental hygiene awareness among schools in India using various resources such as brochures.
3	To prevent deterioration of dental health conditions, in India, by providing sealants for children.
4	To identity and select target areas, in India, for establishing free dental clinic(s) in order to improve the physical and health conditions of men, women and children.
5	To increase private and public sector support for increasing dental health conditions, in India, through educational programs and access to free treatment.

PLACES OF BUSINESS: The corporation shall have its principal place of business in Oakland County, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.

GOVERNANCE: The purposes for which the corporation is organized are as follows:

1	To receive and administer funds and to operate exclusively for religious, charitable, scientific, literacy or educational purposes within the meaning of Section 501 ( c )(3) of the Internal Revenue Code of 1986, or comparable provision of subsequent legislation (the “Code”) and to give funds and property from time to time to other organizations to be used (or held for use) directly in carrying out one or more such purposes.
2	To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests, and devices and the proceeds thereof in furtherance of the purposes of the corporation.
3	To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not forbidden by Section 501( c)(3) of the Code, with all the power conferred on nonprofit corporations under the laws of the State of Michigan.

NONPROFIT OPERATION: The corporation shall be operated exclusively for religious, charitable, scientific, literacy, or educational purposes within the meaning of Section 501(c)(3) of the Code as a nonprofit corporation. No Director of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any Director, officer or any private shareholder or individual. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.

II. BOARD OF DIRECTORS

BOARD OF DIRECTORS: The business and affairs of the corporation shall be managed by a Board of Directors, which is the governing body of the corporation. The corporation is organized on a nonstock, directorship basis and, except as otherwise provided by law, all matters which are subject to membership vote or other action in the case of a Michigan nonprofit membership corporation, shall be approved by action of the Board of Directors as outlined in Section 2.8. The Board of Directors shall meet as often as necessary to conduct the business of the corporation, but at least annually.

NUMBER AND SELECTION OF DIRECTORS:The Board of Directors shall consist of at minimum five (5) and no more than nineteen (19) persons, as the Board of Directors shall from time to time determine. Directors shall be elected by the Board of Directors at its annual meeting and vacancies shall be filled in the manner specified in Section 2.4 below. Directors shall serve for three (3) year terms, except initially one-third (1/3) shall be selected to serve for three (3) years, one-third (1/3) shall be selected to serve for two (2) years, and one-third (1/3) selected to serve for one (1) year. In the event of an increase in the number of directors serving, terms shall be established so that the terms of approximately one-third (1/3) of the directors expire each year. Directors shall be eligible for re-election.

REMOVAL: Any director may be removed from office with or without cause at any meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the Directors then in office.

VACANCIES:Vacancies occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve shall be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term.

ANNUAL MEETING: The annual meeting of the Board of Directors shall be held at such place, date and hour as the Board of Directors may determine form time to time. At the annual meeting, the Board of Directors shall elect directors, elect officers and consider such other business as may properly be brought before the meeting. If less than quorum of the directors fails to appear for an annual meeting of the Board of Directors, the holding of such annual meeting and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.

REGULAR AND SPECIAL MEETINGS: Regular meetings of the board of Directors may be held at such times and places as the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the Directors. Special meetings of the Board may be called by the Chair or by the Secretary, on their own accord or upon the written request of any two (2) directors.

NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS: Written notice of time and place of all meetings of the Board shall be given to each Director at least three (3) days before the date of the meeting, either personally or by email or by mailing such notice to each director at the address designated by the director for such purposes, or if none is designated, at the director’s last known address. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. Notice of any meeting of the Board may be waived in writing before or after the meeting.

QUORUM AND VOTING REQUIREMENTS: A majority of the directors then in office and a majority of any committee appointed by the Board constitutes a quorum for the transaction of business. The vote of a majority of the Directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws or the Articles of Incorporation. A member of the Board or a committee may participate in a meeting by conference telephone or similar communications equipment by mean of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.

POWERS OF THE BOARD OF DIRECTORS: The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all act and functions permitted for an organization described in Section 501( c)(3) of the Code not inconsistent with these bylaws, the Articles of Incorporation or the laws of the State of Michigan. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards of directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purposes.

COMPENSATION: Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Section 4.1 nor shall it prevent the Board of Directors from providing reasonable compensation to a director for services which are beyond the scope of his or her duties as director or from reimbursing any Director for expenses actually and necessarily incurred in the performance of his or her duties as a Director.

EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS: The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, and such authority ay be given or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the Chair or any Vice Chair and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer may execute such instrument on behalf of the corporation. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.

RESIGNATION: A Director may resign by notice to the corporation. The resignation shall be effective upon its receipt by the corporation or at a subsequent date set forth in the notice of resignation. Failure of a Director to attend three (3) consecutive meetings in a year without cause shall constitute resignation.

APPOINTMENT: The Board shall employ such officers, employees, agents, consultants, certified public accountants, attorneys, appraisers, and others as needed in its opinion to properly administer the services. Hiring and firing of the Chief Executive Officer shall require a vote of two-thirds (2/3) of the Directors then in office.

III OFFICERS

FOUNDER: The Founder of the Organization is Pratyusha Yalamanchi, who shall be one of the Directors of the Corporation.

OFFICERS: The officers shall be a Chair, a Vice- Chair, a Secretary, and a Treasurer. There may also be more Vice Chairs and such assistant officers, as the Board of Directors deems appropriate.

ELECTION AND TERM OF OFFICE: All officers shall be elected for a term of two (2) years (or until their successors have been elected) by the Board of Directors at its annual meeting.

REMOVAL: Any officer may be removed with or without cause by the vote of a majority of the directors at any regular or special meeting of the Board of Directors.

VACANCIES: In the event of the death, resignation, removal or any other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.

CHAIR: The Chair shall preside at all meetings of the Board, and unless otherwise provided in these bylaws, may delegate to other officers or employees of the corporation, as such, and under the direction of the Board of Directors shall have power, on behalf of the Board of Directors, to perform all acts, execute and deliver all documents and take the steps that the Chair may deem necessary or desirable in order to effectuate the actions and policies of the Board.

The Chair shall appoint all standing and special committees and task groups, and shall be an ex-officio member of all committees.

VICE-CHAIR: The Vice -Chair shall have such duties as determined from time to time by the Board of Directors or the Chair. When Vice Chairs have been elected, one or more such Vice Chairs shall be designated by the Chair who shall perform the duties in the absence of the Chair.

SECRETARY: The Secretary (or, in the Secretary’s absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the Board of Directors, shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the corporation (except as otherwise provided in these bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors.

TREASURER: The Treasurer (or, in the Treasurer’s absence or incapacity, an Assistant Treasurer) shall have charge of the funds of the corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the corporation; and shall render reports form time to time as requested by the Board of Directors of his or her activities and the financial condition of the corporation. All funds received by the Treasurer shall immediately be deposed in a depository designated by the board of Directors.

COMMITTEES OF THE BOARD:

Committees of the Board shall consist of two (2) committees and such special committees as may be designated by the Chair of the Board, except in the case of the Executive Committee as provided in subsection E of section 3.9. The Chair shall appoint chairs of all committees of the Board. Standing committees shall meet as needed.

All committees of the board shall consist of not less than three (3) Directors. A committee shall convene on the call of the Chair and/or Chief Executive Officer. The appointments of the members and chairpersons for the Standing Committees herein above provided for shall be accomplished following the annual meeting.

The vote of the majority of the members of a committee present, at a meeting at which a quorum consisting of a simple majority of that committee is present, shall constitute the action of the committee.

The names of the two (2) standing committees are as follows:

Executive Committee

Finance Committee

EXECUTIVE COMMITTEE: The Executive Committee shall consist of the officers of the organization and two at-large members selected by the Board of Directors.

This Committee shall have, and shall exercise the authority of the elected Board of Directors in the management of the affairs of the Dental HygIndia between meetings of the Board. The Executive Committee, meeting with the quorum of a simple majority of its membership, is responsible for and empowered to act on behalf of the Board of Directors providing that the desired action has received a majority vote of the full Executive Committee. Its actions shall be reported at the next regular meeting of the Board of Directors.

FINANCE COMMITTEE: The finance committee, chaired by the Treasurer of the Board, shall recommend financial policy and procedures, recommend approval of the organizational budget to the Board, oversee conducting of the annual audit, review investments and holdings and make recommendations to the Board thereto.

CHIEF EXECUTIVE OFFICER:

1	The Board of Directors shall employ a Chief Executive Officer, who shall manage and administer the business and services of the corporation in accord with the policies of the Board of Directors and shall perform such duties as assigned or as may be delegated by the Board of Directors.
2	The Chief Executive Officer shall employ, subject to the authorization of positions by the Board of Directors, all personnel, who shall be accountable to and shall report to the Chief Executive Officer.
3	The Chief Executive Officer shall be present at Board meetings, as well as Standing Committee meetings.

FINANCIAL POLICIES

FISCAL YEAR: The Fiscal Year of the Corporation shall be July 01 to June 30.

EXECUTION OF DOCUMENTS: Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of this Corporation will be signed and countersigned by any two of the following.

Chair

Vice-Chair

Treasurer

Secretary

CEO

Contracts, leases, agreements to procure or provide services or other instruments executed in the name of and on behalf of the Corporation will be signed by the CEO, and will have affected copies of the Resolution of the Board of Directors, certified by the Secretary where necessary and required.

ACCOUNTS, AUDITS AND RECORDS: The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board of Directors. The Corporation will keep the original or a confirmed copy of its Bylaws, including amendments to date, certified by the Secretary, at its registered office. The books and accounts of the Corporation shall be kept in accordance with sound accounting practices and shall be audited as required by a Certified Public Accountant recommended by the Finance Committee and approved by the Board of Directors.

NON PROFIT OPERATIONS: The Corporation will not have or issue shares of stock. No dividends will be paid and no part of the income of this Corporation will be distributed to its Directors or Officers.

NON-DISCRIMINATION

The members, directors, officers, employees, employees, agencies and organizations served by the Corporation shall be selected without regard to race, color, religion, sex, age, disability, marital status or national origin in a manner consistent with applicable Federal, State and Local laws.

INDEMNIFICATION

INDEMNIFICATION: Except as otherwise permitted by law, no volunteer director of the Corporation shall be personally liable to the Corporation or its members for monetary damages resulting from a breach of the Director’s fiduciary duty, except for liability arising from.

A breach of the Director’s duty of loyalty to the Corporation or its members.

Acts or omissions not in good faith or which involve international misconduct or violation of law.

Voting for or concurring in.

1	Distribution of assets to members contrary to law or the Articles of Incorporation.
2	Purchase of memberships in the Corporation contrary to law or the Articles of Incorporation.
3	Distribution of assets to members during or after dissolution of the Corporation without paying or providing for all known debts, obligations and liabilities of the Corporation, or contrary to law and the Articles of Incorporation.
4	Making of a loan to an officer, director or employee of the Corporation contrary to law.
5	Accepting or receiving a distribution from the Corporation with knowledge of facts indicating that the distribution is not authorized by law. A director shall not be liable under this subsection c) if he or she has complied with the provisions of Section 541 of Michigan Public Act Number 162 of the Acts of 1982 as amended dealing with the exercise of good position, and the right to rely upon the opinions of counsel, independent appraisers, financial statements of the Corporation represented as correct by the Chair, Officers, CEO or financial officer of the Corporation or as stated in a written report by an independent public or certified public accountant, or if he or she has complied wih the provisions of Section 7 of the Uniform Management of institutional Funds Act (Michigan Public Act Number 157 of 1976 as amended.

A transaction from which the director derived an improper personal benefit.

An act of omission that is grossly negligent.

LIABILITY: The corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer director occurring on or after August 22, 1992 incurred in the good faith performance of his or her duties as a director.

It is expressly provided that any and every person made a party to any action, suit, or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she served as such at the request of this Corporation, shall be indemnified by the Corporation to the full extent permitted by law, against any and all reasonable expenses, including attorney’s fees, actually necessarily incurred by him/her in connection with defense of such action or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer or Director has breached his/her duty to the Corporation.

MISCELLANEOUS:

COMMITTEES: The Board of Directors or Chair may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees. The Chair will appoint a chair for each committee.

AMENDMENTS: These bylaws may be amended by a two-thirds vote of the Board members at the regular meeting or annual meeting, or at a special meeting of the Board, providing notice of the proposed amendment has been sent to all voting members not less than two weeks before the meeting and providing that a copy of the proposed amendment shall accompany the notice.

PARLIAMENTARY AUTHORITY: Robert’s Rules of Order Revised shall constitute the ruling authority in all cases in which they are not inconsistent with these Bylaws or with any statute of the state.

DISSOLUTION

In case the charitable purpose for which this corporation was formed shall fail, and if the corporation shall cease to be approved as a tax-exempt organization under the Federal Internal Revenue Code, and any such defects with respect thereto shall not be cured by appropriate amendment, and in case of voluntary dissolution, then all the assets of the corporation, including all accumulated income, shall be distributed and paid over exclusively for the purposes of the corporation as set forth in its articles or to such other organization or organizations as the trustees, or in default of designation by the trustees, the Circuit Court for the County of Genesee, Michigan, shall designate as accomplishing the purposes for which the corporation was formed, always provided, however, that such organizations receiving said assets shall be qualified as tax-exempt under Section 501( c)(3) of the Federal Internal Revenue code, or the corresponding provisions of any future United States Internal Revenue Law. After such assets shall have been distributed, the corporation shall be dissolved.

CONFLICT OF INTEREST

Directors may have interests in conflict with those of the Corporation. The Duty of Loyalty requires that a director be conscious of the potential for such conflicts and act with candor and care in dealing with such situations.

A director should be sensitive to any interest he or she may have in a decision to be made by the board of directors and, as far as possible, recognize such interest prior to the discussion or presentation of such a matter before the board.

When a director has an interest in a transaction being considered by the board of directors, the directors should disclose the conflict before the board of directors takes action on the matter.

No contract or other transaction between the Corporation and one or more of the Directors and any other corporation, firm, partnership, association, organization or entity in which one or more of its Directors is a director of officer, or is financially interested, shall be either void or void able solely for such reason, at solely because the Director is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies a contract or transaction because his/her or their votes are counted for such purposes if.

a)	The material facts of this relationship or interest as to the transaction are disclosed, or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by a vote or consent sufficient for the purpose without counting the vote of such interested Directors.
	or
b)	The material facts of such relationship, or interest, are disclosed or known to the Members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of the Members.
	or
c)	The contract or transaction is fair and reasonable to the Corporation.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes such a contract or transaction.

E-mail: info@dentalhygindia.org