AMENDED AND RESTATED

BYLAWS OF

THE INDIA CULTURAL AND EDUCATION CENTER, INC., A Florida Corporation

The following Amended and Restated Bylaws of The India Cultural and Education Center, Inc., a Florida corporation, were duly adopted in accordance with the requirements of Article II of the original Bylaws of the corporation.

ARTICLE I -

NAME, INCORPORATION, TAX EXEMPT STATUS, PURPOSES AND POWERS

Section 1.1. - Name. The name of this Corporation shall be The India Cultural and Educational Center, Inc. and shall from time to time be referred to as ICEC.

Section 1.2. - Incorporation. The Corporation is a not-for-profit corporation organized and existing under the laws of the State of Florida.

Section 1.3. - Tax Exempt Status. The Corporation is intended to be an organization which is exempt from federal income taxation under Code Section 501(C)(3) of the Internal Revenue Code of 1954 and the Regulations thereunder as the same now exist or as they may hereafter be amended from time to time.

Section 1.4. - Purposes. The India Cultural and Education Center (ICEC) has been formed for the purpose of enhancing the understanding of Indian culture and to provide educational support to minors and college students. In addition, this organization will provide support to the students and others interested in the culture, history, philosophy, languages and religions of India. In order to accomplish these goals, ICEC will:

(A) Provide assistance in the educational endeavors of minors and college students;

(B) Promote Indo-US cultural interaction by developing appropriate cultural and educational programs;

(C) Provide opportunities to its members to contribute towards the betterment of the community at large, with special emphasis on the underprivileged minors. Notwithstanding any other provision of these Bylaws, the purposes for which the corporation is organized are exclusively charitable, cultural, religious, and education within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law). The corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

Section 1.5. - Powers. The Corporation shall have the powers that may be stated in its Articles of Incorporation, and shall have and exercise all rights and powers as are now or may hereafter be granted by law, including, but not limited to, the power to do all acts necessary or proper for the administration of its affairs and the attainment of its purposes.

ARTICLE II - OFFICES

Section 2.1. - Principal Office. The principal office of this Corporation in the State of Florida shall be located in the County of Alachua.

ARTICLE III - LIMITATIONS OF METHODS

Section 3.1. - Limitation of Methods. ICEC shall be non-partisan, non-sectional and non-sectarian and shall take no part or lend its influence or facilities to the nomination, election, or appointment of any candidate for public office.

ARTICLE IV - MEMBERSHIP

Section 4.1. - Eligibility. Any person, corporation, association, partnership, or estate entitled to membership who is qualified for membership shall be admitted as hereinafter provided.

Section 4.2. - Membership Category. The Corporation shall have five (5) categories of membership as follows:

(A) Donor Members are those individuals who have made a donation of at least $5000.00 to ICEC and are interested in supporting the goals of ICEC. Donor Members are eligible to vote in all elections of members to the Executive Board and the Board of Trustees.

(B) Founding Members are those individuals who have made a donation of $1000.00 to $4,999 to ICEC and are interested in supporting the goals of ICEC. Founding Members will be eligible to vote for election of Founding Members to the Executive Board.

(C) Regular Members are those individuals who pay their annual regular membership dues to ICEC and are interested in supporting the goals of ICEC. They are eligible to vote for the regular members to the Executive Board.

(D) Honorary Members shall be prominent members of society who are interested in the goals of ICEC and have made valuable contributions to society at large. They are not required to pay any membership fees. Any Donor, Founding or Regular Member can nominate a distinguished person for this membership to Executive Board. At the recommendation of the Board, the President shall bestow the Honorary Membership. These members are not eligible to vote or to be a candidate for office of the Board in elections.

(E) Associate Members are the students interested in the Indian culture. They are eligible for membership in ICEC by paying the associate membership dues on a yearly basis. They are not eligible to vote or be a candidate for office or the Board in elections.

Article V- EXECUTIVE BOARD

Section 5.1. - ICEC shall initially be governed by a fifteen- member Executive Board. Three to Ten of the members of the Executive Board will be from Donor and Founding Member Category and shall be elected by Donor and Founding Members; Five to Twelve of the members of the Executive Board will be Regular Members and shall be elected by all Members. Each member will serve for a period of three years. Notwithstanding the provisions of the Articles of Incorporation, the Executive Board shall never be comprised of less than fifteen (15) persons. Prior to each annual meeting of the members, the Executive Board shall determine by adopted resolution the size of the Executive Board for the coming year, but in no event shall the Executive Board be comprised of less than fifteen (15) persons nor more than seventeen (17) persons.

Upon election as the initial Executive Board, the initial Executive Board shall be randomly divided into three (3) equal groups of five (5) persons each with the groups being randomly designated as Group One (1) Executive Board members, Group Two (2) Executive Board members, and Group Three (3) Executive Board members. Group One (1) Executive Board members shall serve for a term of three (3) years; Group Two (2) Executive Board members shall serve for a term of two (2) years; and Group Three (3) Executive Board members shall serve for a term of one (1) year. At each annual election the successors to the Executive Board members of Groups One, Two or Three as initially established by these By-laws, whose term expires in that year, shall be elected for a three (3) year term. If it is determined by the Executive Board, by resolution as herein provided, to increase the size of the Board to more than fifteen (15) Directors, then all such additional Directors shall be designated Group Four (4) Directors and shall serve for a term of one (1) year. At each annual election the successors to the Group Four (4) Directors, if any, shall be elected for a one (1) year term.

The Executive Board will be responsible for managing day to day aspects of the Corporation.

The members of the Executive Board will elect a President of the Corporation, Vice President, Secretary and Treasurer. President, Vice-President and treasurer must be donors or founding members. The Secretary can be any category member. In order to stand for elections, the regular members should have volunteered for ICEC for at least three years.

Section 5.2. - The Executive Board shall meet Quarterly at a time and place designated by the President. Written Notice of the meeting and its agenda shall be delivered to the Executive Board members at least fifteen (15) days in advance of the meeting. A special meeting may be called by any elected Board of Trustees Member, at any time by giving all the other Executive Board members at least five (5) days written notice setting forth the time and specific purpose of the meeting. All Executive Board members shall attend at least 75% of the meetings of the Executive Board. If an Executive Board member fails to attend 75% of the meetings, the Executive Board may replace such member with an alternate member who will serve as an Executive Board Member for the remainder of the term of the dismissed Member. A replacement Executive Board Member shall be of the same category as member they are replacing, i.e. either a Donor Member, Founding Member or Regular Member.

Section 5.3. - A majority (50% plus one) of the Members on the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board;

Section 5.4. - The Executive Board shall act on the business of the corporation by a majority 2/3rd of the Voting Members of the Executive Board present including by proxy.

Section 5.5. - If business is to be conducted at times other than at the meeting of the Executive Board, electronic or mail ballots may be distributed or solicited by the Secretary at the direction of the President. Action on such business shall be by a majority of those voting either in person, by mail or by telephone.

Section 5.6. - Executive Board members acting in that capacity shall not receive salary or other compensation for their services.

Section 5.7. - Any decision of the Executive Board can be overruled by a 75% majority vote of the Executive Board members.

Article VI- BOARD OF TRUSTEES (“BoT”)

Section 6.1. - The Board of Trustees (BoT) shall have seven voting members and one non-voting member. Five members of the BoT will be elected from ex-officers of ICEC and donor members. Three members of the Executive Board, the current President, Financial advisor, and Treasurer of Executive Board will be members of BoT. The Treasurer will be a non-voting member of BoT. The members of the BoT will be elected for a five-year term and will meet with the Executive Board once a year. The BoT will elect a Chairperson.

Section 6.2. - The BoT will be responsible for:

(A) Setting long term vision and mission of ICEC.

(B) Growing membership and soliciting donations. (C) Approving Annual budgets submitted by Executive Board, including property maintenance.

(D) Providing input for additional expenses related to capital improvements. (E) Dissolving ICEC & subsequent Asset management.

(F) Assisting and providing oversight for ICEC financial investments.

Section 6.3. - The BoT shall meet yearly at a time and place designated by the Chair. A written notice of the meeting and its agenda shall be delivered to the BoT at least fifteen (15) days in advance of the meeting. A special meeting may be called by any member of the BoT, at any time by giving all the other BoT members at least five (5) days of written notice setting forth the time and specific purpose of the meeting. All BoT members shall attend at least 75% of the meetings during their term. If a BoT member fails to attend 75% of the meetings, the BoT may replace such member with an alternate member who will serve as a BoT Member for the remainder of the term of the dismissed Member.

Section 6.4. - A majority (50% plus one) of the Members on the BoT shall constitute a quorum for the transaction of business at any meeting of the BoT.

Section 6.5. - The BoT shall act on the business of the corporation by a majority (2/3rd vote) of the Members of the BoT present including voting by proxy.

Section 6.6. - If business is to be conducted at times other than at the meeting of the BoT, telephone or mail ballots may be distributed or solicited by the Chairperson. Action on such business shall be by a majority of those voting either in person, by mail or by telephone.

Section 6.7. - BoT members acting in that capacity shall not receive salary or other compensation for their services.

Section 6.8. - Any decision of the BoT can be overruled by a 75% majority vote of the BoT members.

Section 6.9. - BoT needs to approve the annual budget presented by the Executive Board. If the BoT expresses concerns about the annual budget presented by the Executive Board and does not approve the annual budget,

(A)The BoT will communicate their concerns in writing to the Executive Board within one week at the latest of their meeting. The Executive Board addresses the BoT comments and concerns and resubmits the annual budget for approval. The BoT within a week of receipt of the revised budget/written response by the Executive Board, approves the budget.

(B) If the BoT is not convinced by the arguments submitted by the Executive Board in response to the BoT concerns and declines to approve the budget – an impasse is reached. Within no more than one week of reaching an impasse, the BoT and Executive Board submit a brief written statement about their respective positions. As soon as possible, these items including the latest proposed budget are submitted for a vote by ALL THE DONOR MEMBERS PLUS past officers. A vote by more than 50% of THOSE VOTING becomes binding for approval/rejection of the annual budget prepared by the Executive Board.

Article VII- OFFICERS

Section 7.1. - Officers of the corporation shall be the President, Vice President, Treasurer and Secretary. These officers shall oversee the operation of the corporation.

Section 7.2. - The President shall perform the usual duties of that office. He/she shall be the corporation’s legal representative in all matters. The President (in his/her absence, the Vice President) shall preside at all the meetings of the Executive Board. In addition, the President (in his/her absence, his/her designee or the Vice President) shall attend all meetings of the Executive Board. The President will be an ex-officio member of all committees of ICEC.

Section 7.3. - The Vice President shall serve for the President in his/her absence.

Section 7.4. - The Treasurer shall keep all the accounts, collect the dues and the donations and pay the bills as approved by the President of the Executive Board and maintain the financial records of the corporation in conformity with the procedures of Article 10. The Treasurer shall issue a yearly financial statement during the month of January and prepare whatever financial records are required by appropriate governmental bodies. The Treasurer is also a member of the Asset Protection Committee.

Section 7.5. - The Officers shall be elected by the Executive Board and shall serve three-year terms at the will of the members of Executive Board of ICEC.

Section 7.6. - The President is authorized to appoint, if necessary, an Assistant Secretary and/or Assistant Treasurer with well-defined responsibilities from any membership category in order to provide extra support.

Section 7.7. - The Secretary shall plan all Executive Board meetings, prepare an agenda including known voting items and notify members of the upcoming meetings two weeks in advance. The Secretary shall prepare and maintain the minutes of all the Executive Board meetings.

Article VIII- STANDING COMMITTEES

Section 8.1. - The Nomination and Election Committee: The President of the Executive Board shall appoint no less than three members to this Committee and will be chaired by a member of the Executive Board and include at least one member of BoT. This committee will be responsible for reviewing, screening, and selecting the candidates for membership to the Executive Board and the Board of Trustees.

Section 8.2. - Communication Committee: The President of the Executive Board shall appoint a three-member committee. This committee shall screen the communications to be sent to ICEC Listserv.

Section 8.3. - Cultural Programs Committee: The President of the Executive Board shall appoint no less than three members to this Committee. This Committee will be responsible for planning and implementing cultural activities.

Section 8.4. - Property Maintenance Committee: The President of the Executive Board shall appoint no less than three members to this Committee. This Committee will be responsible for the maintenance and development of the real estate owned by ICEC.

Section 8.5. - ICEC Educational Scholarship and Loan Committee: The President of the Executive Board shall appoint no less than three members, one of which is a member of the Executive Board.

Section 8.6 - ICEC Asset Protection Committee: The President of the Executive Board shall appoint a minimum of three members including the Treasurer, President, and a Financial Advisor, who has been listed as a BoT member. The Financial Advisor is authorized to reinvest, reallocate, and manage all the investment funds.

Article IX- MEETINGS AND ELECTIONS

Section 9.1. - There shall be an annual meeting in first quarter of each year of all Members of ICEC. This will be held prior to the ICEC’s Republic Day function. The meeting date, time and place shall be announced to all members at least four weeks before the meeting.

Section 9.2. - The agenda for the annual meeting of the ICEC shall include the following: a) The minutes of the previous meeting; b) President’s Report, c) Results of the elections, d) Report of the Treasurer, e) Reports of the Standing Committees, f) Reports of the special committees appointed by the President, and g) Any other business to come before the meeting.

Section 9.3. - The election of members of the Executive Board will be conducted by mail. The Nominating Committee will send to all voting members, ballots containing the candidates’ names. It will also provide a brief biographical sketch of each candidate supplied by the candidate or his/her representative. The Nominating Committee will open the ballots in the presence of candidates or their representatives, do the counting, and declare the candidates receiving the highest number of votes in each category as elected members of the Executive Board. In the event of a tie, the President of the Executive Board shall cast the deciding vote.

Section 9.4. - For voting purposes, the family membership (parents and children under 21 years of age) in any category shall entitle each household to one vote in that category.

Article X- FINANCES

Section 10.1. - ICEC will maintain the following accounts:

1. ICEC Operating Account and Money Market account,

2. ICEC Youth Group Account,

3. ICEC Educational Scholarships and Loan Account.

The Treasurer and financial advisor will submit information regarding financial status to the Executive Board during quarterly board meetings. The Treasurer in consultation with the Executive Board and committee chairs will prepare and submit a budget during the first quarterly meeting to the Executive board, and to the BoT for approval.

The Treasurer will be part of the BoT with no voting power.

The Executive Board can utilize the funds generated by the membership dues, various activities, and earning from investments to conduct the business of the Corporation.

Section 10.2. - The Annual dues of Regular and Associate Members will be established by the Executive Board.

Section 10.3. - All expenses from the Operating Account shall be approved by the Executive Board. All checks from the Operating Account can be signed either by the Treasurer, President or a designated Executive Board member appointed by the President. Two authorized signatures are required for checks greater than $10,000.

Section 10.4. - No member to any office shall be paid any salary or stipend. However, appropriate expenses for postage, stationery, etc., for conducting the ICEC business, will be reimbursed.

Section 10.5. - The Executive Board and Individual Committees shall make decisions by a simple majority vote.

Article XI- AMENDMENT OF BYLAWS

An amendment to the bylaws can be submitted to the Executive Board by any Donor or Founding Member with the endorsement of five more such members. The amended bylaws shall be approved by ICEC Donor Members and Founding Members by two thirds affirmative vote of the responding members, provided a copy of the proposed amendment and/or recommendation from the Nomination and Election Committee is sent to these members at least two weeks prior to voting.

Article XII- RESIGNATION

If a member of the Executive Board or other standing committees wishes to resign, a letter of resignation shall be submitted to the Executive Board. Such resignation shall be discussed in the Executive Board meeting and be effective upon the written acceptance by the majority of the Executive Board members.

Article XIII- REMOVAL

An Executive Board Member or standing committee member can be removed at any time by a vote of at least two-thirds of the members of the Executive Board. An Executive Board Member can be removed due to non-attendance of meetings (less than 75%) and lack of participation, proven activities that are detrimental to the mission and goals of ICEC, conflict of interest or conviction for any crimes committed as a member of the ICEC Executive Board. A member of the BoT can be removed at any time by a vote of at least two-thirds of the members of the BoT, due to non-attendance of meetings (less than 75%) and lack of participation, conflict of interest, proven activities that are detrimental to the mission and goals of ICEC, or conviction for any crimes committed as a member of the ICEC Board of Trustees.

Article XIV-VACANCY

In case of a vacancy on the Executive Board, the remaining members shall appoint a successor of the same membership category to fulfill the unexpired portion of the term by an affirmative vote of the majority of the Executive Board. The same procedure will be followed by the other standing committees to fill any unexpected vacancy.

Article XV- AMENDMENT OF THE ARTICLES OF INCORPORATION

The Articles of Incorporation may be amended in the following manner:

1) A proposed amendment shall be presented in writing to the Secretary by a minimum of one third of the current Donor and Founding Members.

2) The Secretary shall present the proposed amendment to the Executive Board as well as to the Nomination and Election Committee for consideration.

3) The Executive Board shall forward the proposed amendment, along with any recommendation of the Nomination and Election Committee to all Donor and Founding Members.

4) The proposed amendment shall then be adopted upon a three-fourths affirmative vote of the Donor and Founding Members.

Article XVI- DISSOLUTION

Section 16.1. - This corporation may be dissolved by an affirmative vote of at least three fourth (3/4) of the Executive Board and BoT or otherwise by operation of law.

Section 16.2. - Upon dissolution of the corporation, the BoT shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of no more than one third of all assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to an organization or organizations organized and operated exclusively for charitable, educational and cultural purposes as shall at the time qualify as an exempt organization of organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board of shall determine. Any of such assets not so disposed of shall be disposed of by a Circuit Court of the County in which the principal office of the Corporation is then located, or similar Court if no Circuit Court exists in such applicable area, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Notwithstanding the foregoing provisions of this Section, upon dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the Corporation, transfer the remaining at least two thirds assets to the University of Florida Foundation to be held as a separate account. These funds will be used by UF Foundation as scholarships or emergency financial assistance for students engaged in studies related to the Country of India, or who are traveling to India to live there and to study the culture of India. The details of the program and the selection of recipients will be determined by a committee of no less than four University of Florida faculty/staff who are either Donor members of ICEC or have served as ICEC Board members/volunteers within the previous 5 years at the time of dissolution.

Article XVII- SEAL

The corporation shall have an official seal, setting forth the name of the corporation. Such seal shall be affixed to such corporation instruments as may be law or governmental regulations be required or is deemed necessary or appropriate by the officers of the corporation; but no deed or instrument of the corporation, otherwise duly authorized shall beheld valid or insufficiently executed for want of such a seal.

Article XVIII- WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Florida Non-Profit Corporation Act on its provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons, entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XIX- FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year unless otherwise changed by resolution of the Board of Trustees.

Article XX- CERTIFICATION

I, the undersigned, do certify that these Bylaws have been adopted by the Executive Board of ICEC as submitted.

___________________________________________________

President of the Executive Board

These By-laws were adopted by the Executive Board on the ___14th__ day of _December_, 2022.

ARTICLE XX - CERTIFICATION

I, the undersigned, do certify that these Bylaws have been adopted by the Board of ICEC as submitted.

President of the Board

These By-laws were adopted by the Board of Directors on the 14th day of December, 2022.

President : Ravi Bhosale , B.Eng, MBA

Vice President

Secretary : Dr Anil Thomas, MD

Treasurer : Dr Lalitha Ganesh , MD