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Amended By-Laws:

DOGANA Endowment Fund Incorporated (ENDOW)


In the name of Allah Most Gracious, Most Merciful


We, the members of Dow Graduate Association of North America (DOGANA), out of our conviction for our alma mater, do hereby proclaim the establishment of an endowment fund to be known as DOGANA Endowment Fund Inc., henceforth to be addressed as “ENDOW”.

We aim, through this fund, to provide financial support for the improvement of educational, training and healthcare delivery programs at Dow Medical College (DMC) and its affiliated Institutions; henceforth to be addressed as “DMC”.

To this effect, we hereby set forth and enact the following bylaws governing this independent entity, which shall be binding on each one individually and all of us collectively, until and unless properly amended by the provisions herein. So help us God. Ameen!

Originally enacted on the 17th day of April in the year Two Thousand and Five, first amended on December 13, 2009 and subsequently amended on June 15th, 2010.



1.0.1 I - NAME
The name of this organization shall be DOGANA Endowment Fund Inc., in short ENDOW. Hereafter, it may also be referred as the “ENDOW”



ENDOW shall be an independent; not-for-profit corporation (501C3) incorporated in the United States of America, and shall have no substantial political affiliations or activities. The fund shall seek and maintain a tax-exempt status under the IRS rules.

No substantial part of the activities of ENDOW shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these articles, ENDOW shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contribution to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)



To promote and enhance the education and professional development of attendees and graduates of DMC, to provide financial, technical and other assistance to DMC for the development, maintenance and improvement of its educational, training and healthcare delivery programs, and any other lawful act permitted under the law of Not For Profit Corporations in the State of Missouri; as approved by the ENDOW Board of Directors, henceforth referred to as the “Board”.

ENDOW is organized exclusively for charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501(c) (3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue Law.

3.0.1B To provide financial assistance to the faculty, graduates and students of DMC in Pakistan and in North America, as deemed fit by the Board from time to time.

3.0.1C Being an endowment body, ENDOW will vigorously seek financial contributions from people currently or previously associated with DMC and friends at-large to raise funds for investment to generate revenues to fulfill the mission of ENDOW. As a guiding principle, and in vast majority of instances, only funds generated through the investment of donations, henceforth referred to as the “Income” of ENDOW, shall be dispersed to meet the above-mentioned objectives.

3.0.1D In addition to the mechanism specified in 3.0.1C for its own independent functioning, ENDOW may, at its discretion, also assist, at the request of a graduating class of DMC, in the collection, holding and disbursement of funds and other measures helpful for class-specific projects to benefit DMC and its affiliated institutions. These funds shall be earmarked separate from the general endowment funds or income of ENDOW for accounting purposes. The class-specific projects will have to be approved by the Board through its deliberation, as specified in appendix B before ENDOW offers assistance for such projects. In order to cover the administrative cost of running ENDOW and class-specific projects, and to keep growing ENDOW in the welfare of DMC ENDOW will withhold an administrative charge of up to, but not exceeding, 5% of all funds collected for all class-specific projects. The Board reserves the right to modify these charges, as needed, to ensure the solvency and continued growth of ENDOW.


Powers, Authority, Responsibility and Accountability:

The “Board”, shall be the supreme authority to manage, invest and reinvest the capital and control the business, properties and affairs of ENDOW. The Board shall include executive officers, henceforth to be referred to as “officers”, including a President, Vice-President, Secretary, Treasurer; three general board members; and serving President and Executive Director of DOGANA. There shall be no more than two sitting members from the DOGANA CC, to include the sitting President and Executive Director, on the Endow board at anytime. If any other sitting member of DOGANA CC is also elected for a position on the ENDOW Board; he/she shall be required to first resign from the DOGANA Board and then be seated on the Endow Board. Also, conversely, a sitting ENDOW board member who get’s elected to the DOGANA CC and opts to sit in the DOGANA CC, would have to give up his/her membership of the ENDOW board at the time of commencement of his/her membership of the DOGANA CC.

4.0.1.A2 The Board shall have and may exercise all powers to which ENDOW may be entitled pursuant to applicable laws, the articles of agreement and these Bylaws.

4.0.1.A3 The Board shall control all assets of ENDOW. ENDOW shall at all times remain under the control of the Board and shall be independent of all officers and all committees of Dow Graduate Association of North America (DOGANA), Association of Physicians of Pakistani-Descent of North America (APPNA), or any other organization.

4.0.1.A4 The Board may enter into agreements or cooperative arrangements with other entities, public or private, working on similar projects in conformity with the policies of ENDOW.

4.0.1.A5 An act of the Board shall be valid only when approved by a simple majority of the Board members voting at a regular or a special meeting of the Board. The meeting could be a teleconference or conducted in physical presence of the board members. For quorum to be established in a general meeting, a meeting will be considered in quorum when at least 5 members of the board are present, including the President or Vice President. Once quorum is established, the quorum will remain in effect until the meeting is formally terminated by the President or Vice president leading the meeting.

4.0.1.A6 The Board is authorized to employ such person or persons, including an executive director, attorneys, agents, fiduciary custodians and assistants as in its judgment are necessary or desirable for the administration and management of ENDOW and to pay reasonable compensation for the services performed and expenses incurred by such persons.

4.0.1.A7 No part of the net earnings of ENDOW shall insure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the ENDOW shall be authorized and empowered to pay reasonable compensation for services rendered, as contemplated in articles 3.0.1B and 4.0.1.A6

4.0.1A8 The Board shall be fully accountable to the general body of DOGANA for its stewardship of ENDOW and for the accomplishment of the Fund’s mission and purposes. To this effect the Board will submit its annual report to the DOGANA Executive Council 45 days before the annual meeting of DOGANA general body. The President of ENDOW or designee shall present ENDOW update to the DOGANA General Body.

4.0.2 Membership and Term of Office:

4.0.2A The Board shall consist of nine (9) members - as specified in 4.0.1.A1.

4.0.2B The term of office for every board member shall be five (5) years, starting from January 1 of the year when the membership of ENDOW is assumed. The term of office for the officers shall be limited to 2 yrs. The officers may only serve a maximum of two consecutive terms of two (2) years each, so long as the total length of membership for any ENDOW member will not be greater than 5 years.

4.0.3 Election, Filling of Vacancies and Qualifications:

4.0.3A To replace an existing member, at the end of the member’s term of service, death, resignation or inability to serve ENDOW, the new vacancy in Endow Board shall be filled in the following manner:
The DOGANA CC (The Executive Committee and all the Elected Councilors) will identify a minimum of three current DOGANA members for each vacant position in the ENDOW board. These candidates will have an established track record for charitable/humanitarian activity (specially fund-raising) and/or history of significant contribution/s to the ENDOW general fund and/or prior experience as class-project coordinators through ENDOW (specified in 3.0.1D) and/or documented evidence of academic excellence. The Board will deliberate on the recommendations of the CC to select one of these recommended names for the vacant position. If the Board feels that the candidates proposed by the CC do not fulfill the requirements of appointment to the Board, the Board will request the CC in writing to present 3 additional names for consideration for the vacant position until the right candidate is identified by the Board. The final selection of the new Board members will be made by the Board, but upon recommendation by the CC as specified herein.

4.0.3B Seven (7) days prior to the scheduled election of a new Board member; the Secretary shall circulate by email to all the existing board members the names of the candidates forwarded by DOGANA EC along with a brief resume for each candidate. In addition, each candidate will be encouraged to draft a brief letter of interest to delineate how ENDOW will benefit from his/her election to the Board.

4.0.3C The Board may, at its discretion, and with a simple majority vote, request a retiring Board member to continue serving ENDOW beyond the date he/she is scheduled to retire from the Board; until such time as a new replacement member has been duly elected by the procedure identified in 4.0.3 A and B..

4.0.4 Meetings:

4.0.4A Annual meeting of the Board shall be held at the time and place of the annual meeting of DOGANA.

4.0.4B A special meeting of the Board may be called by the President or three (3) members of the board to conduct significant business for ENDOW, including disciplinary action against a Board member. Notice of such a meeting shall be given to all Board members a minimum of five (5) days prior to the meeting. The purpose of the meeting shall be set forth in the notice of the meeting, which may be in the form of electronic communication.

4.0.4C The presence of at least five (5) elected members of the Board including two of the sitting officers President or Vice-President and Treasurer or Secretary of the Board shall be a requisite for and shall constitute a quorum for the transaction of business at the special meeting. The decisions of the board at this meeting would be with a simple majority vote.

4.0.4D The President or designee may set up additional periodic meetings/teleconferences as necessary for the working of ENDOW. Members of the board shall be informed in advance of such a meeting.

4.0.5 Board Members and DOGANA Elections:

A sitting Board member may participate in DOGANA elections. If elected to DOGANA EC, the Board member will relinquish his/her ENDOW membership at the end of the year of election while the process of selection of new Board member will commence immediately upon notification of the expected vacancy in the Board.


5.0.1 There shall be four (4) officers of the Fund.

5.0.2 Officers shall be President, Vice President, Secretary and Treasurer.

5.0.3. All officers will be elected by the Board for appropriate durations by simple majority at the first meeting of the year, against vacant position/s, if possible and will start functioning immediately.

5.0.4 The term of all officers will be two (2) years.

5.0.5 An officer may not be elected for more than two (2) consecutive terms and the maximum term of service for any ENDOW member will be five (5) years.

5.0.6 An officer may be removed, only with cause, and only after the officer has been provided an opportunity to present their case to the full Board, in person, or in writing by email (through the Secretary unless the Secretary is the officer being disciplined, in which case this function will be performed by the Vice President). The board member may only be removed, after due process, under the rules of quorum for special board meeting (4.0.4C).

5.0.7 The duties of the President will be:

5.0.7A To serve as executive officer of ENDOW.

5. 0.7B To call and preside over all regular and special meetings of the Board.

5. 0.7C To appoint all committees and their chairs in consultation with the Board.

5. 0.7D To cosign all checks for ENDOW over $5000 with the treasurer

5. 0.7E To exercise all special powers granted by the Board.

5.0.8 The duties of the Vice President will be:

5.0.8A To assume all powers and perform all duties of the presidency in the absence of the president.

5.0.8B To assume the presidency in the event the office becomes vacant.

5.0.8C To assist the president in performing necessary duties.

5.0.9 The duties of the Secretary will be:

5.0.9A To prepare or supervise the preparation of the minutes of the Board meetings and to distribute or supervise the distribution of the minutes to the members at least one (1) week prior to the next meeting.

5.0.9B To maintain files of all records and documents of ENDOW.

5.0.9C The secretary will be responsible for overseeing all legal proceedings with appropriate regulatory agencies in the US.

5.0.9D The secretary will also manage the office and its staff.

5.0.10 The duties of the Treasurer will be:

To handle all financial matters in accordance with the policies of ENDOW.

To deposit all checks in the official bank account/s of ENDOW.

5.0.10C To sign all checks of ENDOW less than $5000 and cosign with the president all the checks that value over $5000.

5.0.10D To maintain all financial records of ENDOW. The fiscal year of the Fund will be from January 1 to December 31.

5.10.5 To report the financial status of ENDOW to the Board every three (3) months.


The president, in consultation with the board, shall form committees .The standing committees of ENDOW may include

This committee shall make recommendations on the retention and guidelines to the Board for fiscal agents and on policies, which guide investment decisions.

6.0.2 Project Evaluation Committee:

6.0.2A This Committee shall receive all projects presented to ENDOW for help and assistance.

6.0.2B After making a thorough investigation of feasibility of the project with regards to merits and funding requirements, it will make recommendations to the Board for funding or rejection.

6.0.3 Communication Committee:

6.0.3A This Committee will be responsible for establishing sources including, but not limited to, print and electronic media for communicating effectively with members of DOGANA in particular and the world at-large regarding the current affairs and future plans of ENDOW.

6.0.4 Chairs and co-chairs of all committees may be appointed from amongst ENDOW members by the President.

6.0.5 The chair and the co-chair of each committee, in consultation with the president, may select members to their committees, not to exceed five (5), from amongst the members of DOGANA or others whose expertise could benefit the mission and functioning of ENDOW. Preference for committee membership will be given to the donors of ENDOW or the class projects, who have contributed $2,000 or more.


7.0.1 The Executive Council (EC) of DOGANA, will act as the advisory council to the Board.

7.0.2 To facilitate a close and cordial working relationship with the council, the president will periodically update the council about the workings of ENDOW, the projects at hand and the projected direction of ENDOW. The opinions of council will be actively sought by the president, who will then update the Board about the input from the council.

7.0.3 The council may also propose, through its own president, a council-initiated project to ENDOW president for consideration and support. Such a project will then be assessed, as mandated by ENDOW protocol, mentioned above (6.0.2).


The most current Roberts Rules of Order shall govern the proceedings of the Board and its committees.


9.0.1 ENDOW shall indemnify every member and officer, who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether criminal, civil, administrative or investigative by reason of the fact that he or she was or is a representative of ENDOW and acted in good faith and in manner he or she believed to be in, or not opposed to, the best interest of ENDOW.

9.0.2 No indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been judged to be liable for negligence or misconduct in the performance of his or her duty to ENDOW unless and only to the extent that the court in which such action or suit was brought shall determine that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall determine.


10.0.1 The Board, by a 2/3rd majority of vote, may adopt, amend, repeal, suspend or establish a bylaw or policy or change Board procedures related to effective and efficient functioning of the Board.

10.0.2 These bylaws may be amended at any regular or special meeting of the board. The bylaws must be reviewed at least every three years. Changes, however, are not mandated.

10.0.3 The proposal for amendment shall be circulated by the Secretary to all board members at least ten (10) days before the meeting at which action on the proposed amendment will be taken.


11.0.1 No proposal for dissolution of ENDOW shall be considered unless recommended by the 2/3rd majority of the directors and discussed at the next meeting of the Board and after four (4) weeks notice in writing by the secretary has been given to each member.

11.0.2 Upon the dissolution of ENDOW, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine.

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principle office of ENDOW is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


The article of incorporation of the FUND is attached as Appendix A to these Bylaws.

Intentionally left blank

Articles of incorporation

Requirements for Consideration of Class Specific Projects by the ENDOW Board

ENDOW Board requires the following information before it will consider a class-specific project for support and sponsorship:

  • DMC Class- Year of Graduation
  • Project coordinators from US (minimum of two, contact information, including email). The BOARD reserves the right to invite the local (US) class coordinators for a teleconference before the project is approved for sponsorship.
  • Description of the class project (1-2 A4 size pages, font size Arial 12), including the nature of the project, cost for setting up and running expense (when applicable), the likely impact of the project, any additional source of funding (besides funds raised in the US), name and contact information of the coordinators in Pakistan, expected completion date and a proposed time-table for transfer of funds.
  • The project description shall include a specified start date and a date of completion. If for some reason the project cannot be completed by the specified date; the project coordinators shall inform ENDOW of an amended date of completion at least 6 months prior to the original date.
  • Any leftover money from the class-specific projects will be moved to ENDOW general funds three (3) years after the date of completion as specified above.
  • A letter from the DMC/Civil Hospital Karachi (CHK) administration, confirming the official acceptance and agreement for the said project for funding support.
  • Routing information for inter-bank transfer of funds. Money will only be transferred to non-personal accounts, officially set up by the DMC/CHK administration or not-for-profit/non-governmental organizations approved by the Government of Pakistan.
  • ENDOW will require a 6-monthly update from the local project coordinators with information about the status of the project, the compliance with timelines and any expected change in costing of the project. ENDOW reserves the right to seek independent input from the DMC/CHK administration regarding the class specific project. Failure of timely provision of updates may result in withholding of funds.
  • To cover administrative costs, and to ensure ENDOW’s own financial growth for the welfare of DMC/CHK and projects, ENDOW reserves the right to charge up to 5% of all monies received for class-specific projects as administrative withholding.
  • The US project coordinators will be informed of the administrative charge on yearly-basis.
  • The US coordinators of the class-specific project will have the option to apply for monetary support from ENDOW for the projects that were previously completed through sponsorship by ENDOW as class-specific projects. Such a request will receive preferential consideration over projects that have not been previously sponsored by ENDOW.

Requirements for Consideration of Non-Class specific Projects / Research Grants by the ENDOW Board.

The Board may consider projects/research grants as presented by Dowites or DMC/CHK administration as independent (non-class-specific) proposals for funding.
The requirements for the evaluation / monitoring and managing of the funds etc. shall be governed by the same criteria as set in APPENDIX: B for class-specific projects.
The Board reserves the right to amend requirements for the funding of proposals as it feels necessary for appropriate monitoring and management of the ENDOW funds. The decision of the Board to approve or deny funding for any proposal/project will be final and may only be appealed to the Board itself.

End of document

• Amended by the ENDOW Board on December 13 2009
• President: Nadeem Zafar, MD
• Chair CABL Revision Committee: Mirza Wajid Baig, MD