Dear Members of KCA, The AGM and the voting on amendments to

Dear Members of KCA,
The AGM and the voting on amendments to the By-Laws are around the corner. We
encourage all of you to participate in this process in big numbers.
Here are some of the views by the members. We carefully selected a few and
eliminated a few which would have carried some misinformation; also we posted the
BOT's clarification, which also summarizes why we accepted them to be included as
proposals. We as members of the Board of Trustees would like to stay neutral and
neither recommend nor oppose any of the amendments. Please study them carefully
before voting and if you need any clarification before voting, please let us know and we
will be happy to answer.
Thanking you and sincerely,
Dr. Ramesh Gowda, Chairman, BOT.
Proposed Amendments to the By-Laws:
Existing:
ARTICLE I
Section 1.0:
Name: The name of the organization shall be “KARNATAKA
CULTURAL ASSOCIATION of Southern California”, herein abbreviated as KCA.
Proposal:
ARTICLE I
Section 1.0:
Name: The name of the organization shall be “KARNATAKA
CULTURAL ASSOCIATION of Southern California”, herein abbreviated as KCA with its
fictitious name (DBA) “Shantala” .
Reason:
it is recommend that instead of abbreviating to a generic name, our association should
have a brand name similar to other cultural and professional organizations. ‘Shantala’
as suggested last year by another member. The reasons are very well documented and
attached herewith as a PDF Baraha file.
The proposer strongly feels " there are many compelling reasons for a name
change. First, the abbreviation
KCA-SC is a misnomer because KCA truly does not represent Southern California
because it includes San Diego and they have their own Kannada Koota and they are
called Kasturi Kannada Sangha. We need to brand ourselves like any other business
by having a unique name like many other non-profit associations. To be honest most of
the Kannada Kootas in the US have a unique name for that purpose. Please see
below.
Hoysala Kannada Koota Association of Connecticut
Kaveri Kannada Sangha of Washington DC
Srigandha Kannada Koota of Florida
Nandi Kannada Koota of South Florida
Nrupathunga Kannada Koota Atlanta
Mallige Kannada Koota of Dallas
Vidyaranya Kannada Koota Chicago "
Supporting proposal by Naga Aithal
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Opposing View : by Vishweshwar Dixit
It is not a good idea to have the name of person for Kootas, places of education,
worship, etc where every one is welcome equally. A persons name, however well
known, is bound to create divisions as no one is perfect. If you look at the names of
AKKA charter members herehttp://www.akkaonline.org/akka_members.shtml, of the 34
only 4 contain a person's name. Secondly, without a business reason, having a DBA
(Doing-Business-As or fictitious name) opens the door for having more than one
fictitious name to placate every group within KCA.
Note: This same amendment has been proposed in previous years and has been
defeated.
BOT Points :
just because KCA has a fictitious name, does not make sense to think that would
discriminate and encourage or discourage any body. Even the airports, railway
stations, roads, parks, Grand Canyon Diff. Parts, named after persons and of Diff.
Faiths.
KCA general body is comprised of rational people and with a majority vote will
decide whether to accept or reject it. Also we honor the right of any member to
bring the defeated proposals again to be considered during the next AGM.
Proposal to add a sub section.
Article 2.1
The official website of KCA-SC shall be www. KCA-SC.com and the official magazine of
KCA-SC shall be “Sangama”. For the purpose of communication, any correspondence
through email related to the official business of KCA-SC to the members are deemed to
be official mailing by the KCA-SC. The web site should contain the names of the Board
of Directors, the Board of trustees and various committees. Also the web site shall have
the contact email address of the heads of BOD, BOT and various committees.
Reason:
To make Sangama, Email and KCA website official and to publish contact information.
Current:
Section 6.1:
The officers of KCA Board shall consist of a President, Vice-president, a Secretary and
a Treasurer and/or any other appropriate title selected among nine (9) Directors herein
referred to as “Board” elected by the General Body. The Board shall be preferably from
various cross sections of the membership. The Board will be the governing body of the
KCA.
Amendment:
Section 6.1:
The officers of KCA Board shall have a total of nine directors referred to as “Board”,
consisting of a President, a Vice-president, a Secretary and a Treasurer and/or any
other appropriate title bearers. The President shall be elected directly by the general
body. In the event of absence of eligible candidate or candidates seeking the position of
president during the election, the nine directors elected as per Article IX shall elect a
president amongst themselves. The Board shall be preferably from various cross
sections of the membership. The Board shall be the governing body of the KCA.
Reason:
Currently president is elected from the elected 8 other members. Sometimes good
candidate may not come forward to take up the job or such candidate may not be
elected. If somebody is interested in implementing very good plans or programs, such
candidate can directly be elected from General Body. By this way such president will
have more commitment and enthusiasm to implement new projects. Currently board
rejects any projects, president fears to take it to BOT or General Body for any new
projects. In the new structure will remove some fear as he can't be removed so easily.
Opposing View: by Vishweshwar Dixit
Direct election of the officers (President, VP, Secretary, and the Treasurer) was the
method prior to adoption of the new by-laws in 1994-96 time frame. Around the same
time the Kannada Koota was incorporated under the new name KCA-SC. The current
by-laws are consistent with the California corporations rules and statutes, that is, the the
Board remains the Governing Body of the organization. Having direct elections will
create more conflict as it creates multiple power centers within the Governing Body.
The reasons given for this amendment are flimsy. If 8 board members are opposed to
your "very good" projects perhaps there is something wrong with the projects. If you still
feel strongly about your projects, you could bring it to the attention of the Trustees and
the General Body. If one cannot convince the fellow directors, perhaps, one has no
business to be the president.
It is presumed that one has the commitment and enthusiasm by being on the board and
one need not be "the President". It is not clear what is the "fear" in pursuing your "very
good" projects. Even the USA president's ideas can be rejected and can be impeached
but that does not prevent him from pursuing "good projects"
The Board provides checks and balances to select truly good projects and proper
functioning.
BOT clarification points : even the president of the US is elected directly by the
people and so are the presidents of many organizations. KCA experimented with both
direct and indirect elections in the past. Both of these have pros and cons. With not
enough members coming forward to serve as directors, whether direct election of the
president is a good or bad idea is up to the general body.
Also any of the projects initiated by the president ( Directly elected or not) still needs the
majority of BOD acceptance. As Vishweshwar points out it is not just the president,
anybody can bring a BOD rejected project before the general body and the general
body is the most powerful.
Current:
Section 6.6:
The president may be removed by a vote of two thirds majority of the board of directors.
However, the president may remain as a director of the board.
Amendment:
Section 6.6: The president may be removed by a vote of two thirds majority of the board
of directors and a two thirds majority of the board of trustees.
Current:
Section 6.7: In the event of vacancy of president for any reason, the vice president shall
convene a special meeting of the board of directors within thirty days to elect a new
president by a simple majority. The newly elected president shall nominate a vice
president, a secretary, and a treasurer from among the directors
Amendment:
Section 6.7:
In the event of vacancy for the position of the president for any reason, the vice
president shall assume the position of the president for the remainder of the term. The
BOT shall nominate a new director to the board within thirty days.
Reason:
This is to support deadlock in case President leaves or removed.
Addition to Section 8.6
No members of the BOD, BOT, agents, and special committee members of the
association shall be personally and individually liable for the debts or obligation of the
association.
Current:
Section 8.6: The KCA’s Bank Account shall be maintained in a federally approved and
insured banking institution. The Bank Account shall not be changed to a different
institution unless approved by the Board.
Amendment:
Section 8.6: Unless approved by the Board of trustees, KCA Board of Director’s
operating Bank account shall be maintained in a FDIC insured banking institution.
Opposing View: by Vishweshwar Dixit
All this proposal does is shift the authority from the Board to the Trustees as though one
should trust the Trustees any more than the Board. Moreover, there is no reason to
move the KCA account to an institution that is not FDIC insured. Neither the Board nor
the Trustees should be able to approve any such move. Hence the appropriate
amendment would be to omit the "unless clause". In addition, it should stipulate that
ALL accounts be maintained in FDIC insured institutions.
Also See Opposing View for proposal 17.4
BOT POINTS:
Understanding the intent of the proposer, ordinarily the operating account will be
maintained in FDIC insured institution by the BODs. If BODs want to move it to a non
FDIC insured account, the BOTs have to OK it. It only pertains to the BOD operating
account.
Existing bylaw:
Section 9.2:
In order to be eligible to contest for any office, one has to be paid
member of the KCA, and should be in good standing for at least one (1) year
immediately prior to the call for nominations. If the required number of nominations is
not received floor nominations shall be entertained.
Out of nine positions for the Board of Directors, two positions are reserved for the
candidates with experience who have served on the executive committee for at least
one year in the past. If more than two candidates with such qualification contest, two
candidates getting highest number of votes in this category are deemed elected.
Remaining seven positions go to the candidates getting highest number of votes
irrespective of the category.
If the prior experience category Directors position still remains unfilled after the election,
the BOT may nominate Directors who had prior experience or designate a trustee to act
as an interim-Director until suitable Directors assume the office.
Amendment:
Section 9.2:
In order to be eligible to contest for any office, one has to be paid
member of the KCA, and should be in good standing for at least one (1) year
immediately prior to the call for nominations. If the required number of nominations is
not received, floor nominations shall be entertained.
The total number of directors on the Board shall be nine including the president.
Election of the Board of directors for a term of two years shall be as follows. Five
members shall be elected in even years (Example: years 2016, 2018 Etc.) and the other
four members in odd years (Example: years 2015, 2017 Etc.) This is to make sure there
are always directors with at least one year experience on the board. In order to
accomplish the above and till this pattern is established, in addition to the nine directors
elected in the year 2014, four more directors are elected in the year 2015. As an
onetime exception there will be 9+4=13 (thirteen) directors serving the term 2015-2016.
When once the nine directors elected in 2014 retire in 2016 and with the addition of five
new directors, the strength of nine directors will get regularized.
Reason
Make structural adjustment in the constitution of KCA by rotating 4/5 directors every
year so that the continuity from one board of directors to another becomes part of the
constitution and thus, it not only facilitates the smooth transition from one board to the
next, but also allows each board to build on top of what previous board has
accomplished.
Proposal to add a sub section.
Section 10.1A.
Any appointed committee shall meet at least twice a year and one of the meetings shall
be a joint meeting with either the BOD or BOT.
Reason:
To make sure the appointed committees don't get dormant and also to get the
updates.
Addition to section 11.3
For the purpose of publishing in Sangama magazine, the reporting of finances shall be
as of 3/31 of the fiscal year.
Current:
Section 11.3
The fiscal year shall be considered as April 1 of the current year to March 31 of the
following year. The term shall be Fiscal year for accounting purposes.
Proposal: (Contingent upon Amendment proposal to section 9.2 passing)
Section 11.3
The fiscal year shall be considered as April 1 of the current year to March 31 of the
following year for accounting purposes. For the purpose of administration the “term” of
the Board of Directors shall coincide with the term of the president in order to time the
transition of power and assets including but not limited to address, bank accounts,
membership information, website control Etc. The term of the treasurer shall start and
end at the same time as the president.
Reason :
With the new proposal half the number of directors change every year and for the
purpose of timing of transition of power and assets to the new board once in two years,
the administrative term period has to be described.

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