ARTICLE 1 – NAME AND PRINCIPAL OFFICE
1.1 Name. The name of the corporation is TURKSOTX – Turkish Society of Texas (herein after referred to as “TURKSOTX” or the “Corporation”).
1.2 Principal Office. The Society may have, in addition to its registered office, offices at such places, as the Board of Directors may from time to time determine and as the activities of the Society may require.
ARTICLE 2 – PURPOSE
2.1 Purpose. The Corporation is a non-profit corporation organized for exclusively charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including specifically to promote public knowledge and understanding of the Turkish culture, history, people, and traditions; to foster friendship, communication, and social interaction among members of the community; and to engage in philanthropic activities and provide humanitarian assistance.
ARTICLE 3 – MEMBERSHIP
3.1 Qualification. The members of the Corporation shall consist of such persons who are at least eighteen (18) years of age; reside in the United States; support the purpose of the Corporation; and apply for membership by filling out an application form set forth by the Board of Directors. The Board of Directors shall either approve or disapprove each application for suitability of membership within a reasonable time from the date of application submittal. The Corporation shall not discriminate against any potential members of the basis of race, religion, or creed.
3.2 Members in Good Standing. Members who have paid their required annual membership dues by March 31st of the current year shall be considered Members in Good Standing. The annual membership dues shall be proposed and approved by the Board of Directors.
3.3 Rights of Members. Each Member in Good Standing has the right to attend and participate in special and general meetings of the Corporation; to vote in TURKSOTX elections; to serve on activity committees; to hold office on the Board of Directors; to receive the TURKSOTX newsletters and correspondence; and to enjoy all other rights, privileges, discounts and duties ordinarily granted members as set forth in these Bylaws or by the Board of Directors.
3.3 Loss of Membership. The Board of Directors may suspend or revoke any membership for any reason and at the discretion of 2/3 votes of the BOD.
ARTICLE 4 – BOARD OF DIRECTORS
4.1 Power and Duties. The activities, property (including email lists and other intangible assets) and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statue or by the Articles of Incorporation or by these Bylaws.
4.2 Number and Qualifications. The Board of Directors shall consist of up to eleven (11) Directors which number may be increased or decreased from time to time at the Annual Meeting of the Active Members; provided, that at no time shall the number of Directors be less than three (3). At the time of nomination, each Director must be an Active Member of the Corporation.
4.3 Elections and Term of Office. The Board of Directors shall serve for a two (2) year term or until successive Directors are appointed or elected. All Directors shall be elected by either mail ballot or secure electronic ballot of the Members in Good Standing.
4.4 Vacancies. In case of any vacancy occurring in the Board of Directors for any reason, a Director to fill such vacancy shall be elected by the affirmative vote of a majority of the Directors then in office at a duly called meeting. Any Director elected to fill a vacancy shall hold such office until a successor is elected in the next regular election.
4.5 Removal of Directors. Any Director may be removed, either for or without cause at any board meetings with 2/3rd vote of the board members.
4. 6 Directors’ Compensation. No Director shall receive compensation for his or her services as a Director or as a member of a standing or special committee of the Board of Directors. Director may be reimbursed for reasonable expenses incurred on behalf of the Corporation.
4.7 Reimbursable Expenses. The Directors, Members or delegates of the Corporation may from time to time participate in meetings, conferences and other activities representing the Corporation. The Corporation, at the discretion of the Board of Directors, may reimburse travel, meals, and other reasonable and necessary expenses associated with such activities following the receipt of an expense reimbursement request in proper form by the Treasurer of the Corporation.
4.8 Notice of Meetings. Regular or special meetings of the Board of Directors may be called by the President or any three (3) Directors. Notice of regular meetings shall be given by the President or any three (3) Directors at least three (5) days prior to the meeting. Notice of special meetings shall be given by the President or any three (3) Directors at any time.
4.9. Meeting by Telephone or Other Remote Communications Technology. Board of Directors or committees may conduct meetings by using teleconference or similar communications equipment which permits all persons participating in the meeting to hear each other, or by using any other suitable electronic communications system, including video conferencing technology or the Internet.
4.10 Quorum and Manner of Acting. At all meetings of the Board of Directors, the presence of three (3) Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
ARTICLE 5 – COMMITTEES
5.1. Advisory Committee. This committee shall consist of three (3) Members in Good Standing. The Board of Directors may designate Members in Good Standing or Non resident Members to serve on the Advisory Committee. The Advisory Committee may make recommendations to the Board of Directors on issues related to governance, ethics, conflicts, financial management and other issues. The executive powers of the Corporation rest in the Board of Directors.
5.2. Selection Committee. This committee shall consist of two (2) Members in Good Standing to be appointed by the Board of Directors at least thirty (20) days prior to the date of the Elections. The Selection Committee shall prepare the slate for the election of new Directors of the Corporation to be presented to the Board of Directors.
5.3. Cultural Affairs Committee. This committee is responsible for advocating and allocating a budget that supports for TURKSOTX cultural events. The committee proposes, develops, and facilitates educational programs to promote Turkish art, cuisine, history and culture in Turkish American public. This committee shall consist of 2 Members Good Standing and/or 1 Board of Directors. The committee members shall be chosen by the Board of Directors.
ARTICLE 6 – MEETINGS OF MEMBERS
6.1 Time and Place of Meetings. Meetings shall be held at such place, within the United States, as may from time to time be fixed or as shall be specified in the respective notices thereof. The Board of Directors sets the time and place of meetings.
6.2 Annual Meetings. An Annual Meeting of the Members in Good Standing shall be held during the month of March of each year. The Board of Directors on a majority vote may, at their sole discretion, postpone the meeting and re-schedule it for another date for any reason.
6.3 Written notice stating the place, day and hour of the Annual Meeting shall be delivered not less than fifteen (15) days before the date of such meeting by the President or Secretary, to each Member in Good Standing. Any and all business as may properly come before TURKSOTX may be transacted at an Annual Meeting.
6.4 Special Meetings. A special meeting of the Members in Good Standing may be called by two-thirds (2/3) vote of the Board of Directors, or a majority vote of all Members in Good Standing. Notice of such special meeting shall be given by the Secretary to each Member in Good Standing not less than ten (10) days before the date of such meeting. The notice shall set forth the time, place and the purpose or purposes of such meeting. No other business than that set
forth in the notice shall be transacted at a special meeting.
6.5 Voting by Proxy. A written statement of proxy, signed by a Member in Good Standing, designating another Member in Good Standing to vote on his/her behalf shall constitute a valid proxy vote. A Member in Good Standing cannot represent more than three (3) additional Members in Good Standing by proxy. Attendance of a Member in Good Standing at any meeting either in person or by proxy shall constitute a presence at such meeting.
6.6 Quorum. A quorum shall be the majority of Members in Good Standing represented either in person or by proxy. If such a quorum cannot be established, the meeting shall be postponed to a future date.
6.7 Adoption of Motions. Any proper motion requires for its adoption a majority vote of the Members in Good Standing present at the meeting.
ARTICLE 7 – NOTICES
7.1 Manner of Giving Notice. Whenever, under the provisions of the Texas Non-Profit Corporation Act or other applicable law or of the Articles of Incorporation or by these Bylaws, notice is required to be given to any Director or Member of the Corporation, and no provision is made as to how such notice will be given, it will not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by electronic mail or other form of electronic communication, or by mail, postage prepaid, addressed to such Director or Member at his address as it appears on the records of the Corporation.
ARTICLE 8 – OFFICERS OF THE CORPORATION
8.1 Elected Officers. The elected officers of the Corporation shall be the President, one (1) Vice-President, and as may be determined from time to time at the Annual Meeting; Treasurer, Secretary, Spokesperson and such other officers as may be elected in accordance with the provisions of Article 4. All elected officers must be members of the Board of Directors.
8.2 President. The President shall have general supervision of the activities and affairs of the Corporation. He or she shall preside when present at meetings of the Active Members and Board of Directors. The President shall have general authority upon approval by a majority of the Board of Directors to execute contracts in the name of the Corporation.
8.3 Vice Presidents. Each Vice President shall generally assist the President and shall exercise such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the President or the Board of Directors.
8.4 Secretary. The Secretary shall see that notice is given of all regular and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board of Directors. He or she shall generally perform all duties usually pertaining to the office of secretary of a non-profit corporation.
8.5 Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have authority for all matters pertaining to the accounts and finances of the Corporation as established by the Board of Directors. The Treasurer shall generally perform all duties usually pertaining to the office of treasurer of a non-profit corporation.
8.6 Spokesperson. Any public statements on behalf of the Board of Directors shall be made only by or at the direction of the President and be communicated by the Spokesperson or President.
8.7 Contract Powers. The Board of Directors may contract with other persons and agencies, both public and private, in accordance with policy for the rendering of services or for programs of mutual action furtherance of the Corporation’s purposes, programs and activities.
ARTICLE 9 – MISCELLANEOUS
9.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
9.2 Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents and in such manner, as from time to time may be prescribed by resolution of the Board of Directors.
9.3 Robert’s Rules of Order. The rules contained in the Robert’s Rules of Order Newly Revised (RONR) edition shall guide the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE 10 – DISSOLUTION
10.1 Procedure. Upon the dissolution of the Corporation, the Directors shall, after paying or making provisions for the payment and satisfaction of all liabilities and obligations of the Corporation, distribute all of the assets of the Corporation to such organization or organizations organized and operated exclusively for charitable or educational purposes and which qualify as exempt organizations under Section 501(c)(3) of the Code as the Directors shall determine and pursuant to a plan of distribution adopted as provided by the Texas Non-Profit Corporation Act.
ARTICLE 11 – INDEMNIFICATION OF OFFICERS AND DIRECTORS
11.1 Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending, or completed action, suit, or proceeding, including any appeal, whether civil, criminal, administrative, arbitrate, or investigative, because of the fact that the person is or was a Director or an officer
of the Corporation, to the fullest extent permitted under the Act or other applicable law, as now existing or as may be amended. The Corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained in this Article 10 to such further extent as is
permitted by law and may indemnify any other person to the fullest extent permitted by law.
ARTICLE 12 – AMENDMENTS
12.1 These Bylaws may be altered, amended or repealed, or new bylaws may be adopted by the affirmative vote of a majority of all Members in Good Standing with voting rights (i) through a mail ballot administered by the Board of Directors, or (ii) at any Annual or Special Meeting of Active Members provided that notice of such proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting.
ARTICLE 13– EFFECTIVE DATE
13.1 These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately upon their adoption in accordance with the provisions of Article 6.