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"To see me does not necessarily mean to see my face. To understand my thoughts is to have seen me."
Mustafa Kemal ATATÃœRK
By Laws
Article I. PURPOSES
Article II. OFFICES
Article III. MEMBERS
Article IV. MEETING OF MEMBERS
Article V. BOARD OF DIRECTORS
Article VI. OFFICERS
Article VII. CONTRACTS, CHECKS, DEPOSIT AND FUNDS
Article VIII- BOOKS AND RECORDS
Article IX. DUES
Article X. SEAL
Article XI. WAIVER OF NOTICE
Article XII. DISSOLUTION
Article XIII. AMENDMENTS TO BY-LAWS
Article I. PURPOSES
The purpose or purposes for which the corporation is organized are: The corporation is organized exclusively for charitable, literary, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). In furtherance thereof, the corporation will: engage in charitable activities; print, publish or distribute its own materials or distribute materials printed by others, utilize television or radio and encourage international visits and exchanges to promote closer understanding and further cultural relations and knowledge of each other among the peoples of Turkey and state of North Carolina, disseminating information concerning life and work in the state of North Carolina and Turkey; instruct or train individuals or instruct the public by conducting public discussion groups, forums, panels, lectures or other similar program's dealing with subjects leading to an understanding and appreciation of the civilizations and cultures that have existed in Turkey, informing them of the culture, accomplishments, and patriotic and national efforts of the people of Turkish descent in North Carolina; cooperate with corporations, institutions, organizations or individuals engaged in similar activities in the North Carolina and Turkey; make contracts, purchase, mortgage or lease and hold all real and personal property necessary to carry out these purposes. The corporation is not organized for profit and no part of its income, if any, will insure to the benefit of any member, director, officer or individual or organization
Article II. OFFICES
The corporation shall have and continuously maintain in the North Carolina a registered agent whose office is identical with such registered office.
Article III. MEMBERS
Section 1. Members.
The members of the corporation shall be divided into three classes: regular, associate, and honorary; with the following qualifications and rights of each class: (l) Regular members shall be those who are elected to membership in accordance with the requirements hereinafter set forth and who shall have paid their membership dues in full for the current year. Only regular members are eligible to vote at general meetings, including election meetings. (2) Associate members are those individuals, organizations, corporations or institutions without the qualifications to be regular members but who are interested in the programs of the corporation and who are accepted and approved for membership by the Executive Committee and who have paid membership dues in full for the current year. Associate members have all the privileges of membership except the privilege of voting. (3) honorary members shall be individuals selected by the Membership Committee and approved by the Executive Committee Honorary members need not pay membership dues and shall have all privileges of membership except the privilege of voting.
Section 2. Requirements for Membership.
Any person who is interested in the American Turkish Association, Inc of N.C. may submit an application to the Chairman of the Membership Committee, and must be recommended for membership by a member in good standing of the American Turkish Association, Inc. The Membership Committee shall pass on the application. If the application is approved by the Membership Committee, the application shall be submitted to the next meeting of the Executive Committee for approval. The membership shall be considered as in effect from the day on which the dues of the member were first paid.
Section 3. Membership Committee.
The Executive Committee shall nominate the chairperson and members of the Membership Committee for the approval by the Board of Directors. The Membership Committee shall be responsible for recruiting members, presenting and commenting on membership applications for the consideration of the Board of Directors, seeking out prospective honorary members, and participating in procedures relative to dismissal from membership.
Section 4. Dismissal from Membership.
If it should come to the attention of the Membership Committee, or the Board of Directors' that any member has acted in any way contrary to the purposes and general policy of the American Turkish Association, Inc. of N.C., or in such a way as to bring discredit to the American Turkish Association, Inc of N.C., the Membership Committee shall meet to consider the matter with the President. After proper study, if the Membership Committee finds no basis for the charges, the matter shall be closed. If, however, the Membership committee finds the charges to be substantially true, it shall request the member to appear before the Committee and the President for a hearing no sooner than two weeks nor later than four weeks. At the conclusion of the hearing, if the charges are found to be untrue, the matter shall be closed. If, however, the charges are found to be true, the President shall then recommend to the Board of Directors that the member be dismissed. The Board of Directors may accept the recommendations by two-thirds majority vote of those present and voting. The decision to dismiss must then be upheld by a two-thirds majority of the membership at a general meeting before a dismissal becomes final. If at any time during these proceedings, the member shall resign from the American Turkish Association Inc of N.C., the resignation shall be accepted and the matter shall be dropped.
Article IV. MEETING OF MEMBERS
Section 1. Annual Meeting.
A meeting of the members shall be held in each year at such time and such place as the Board of Directors shall determine for the purposes of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. Special_Meetings.
Special meetings of the members may be called either by the President, the Board of Directors, or ten (10) or more of the members.
Section 3. Place of Meeting.
The Board of Directors may from time to time designate any place, within the North Carolina, as the place of meeting for any annual meeting or for any special meeting of members.
Section 4. Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) days nor more than twenty-one (21) days before the date of such meeting, by or at the direction of the President or the Secretary, or the persons calling the meeting. In case a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address that appears on the records of the corporation, with postage thereon prepaid. Any member may waive notice of any meeting. Any meeting shall be deemed to be validly called at which all of the members are present.
Section 5. Quorum.
Fifteen (15) members shall constitute a quorum at any meeting. A member may act at any meeting by more than one (1) proxy appointed in writing. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Article V. BOARD OF DIRECTORS
Section 1. General Powers.
The Board of Directors shall make policy, set guidelines and establish procedures for the operation of the corporation.
Section 2. Number, Tenure and Qualifications.
The number of directors shall be no fewer than five (5) nor more than fifteen (15). The number of directors elected at an annual meeting shall be maintained for the entire term. The President, Vice President, Secretary, and Treasurer are officers of the Board of Directors, and the last retiring President shall be a director ex officio for the first year after he leaves office. Each director shall hold office for a period of two (2) years following his election and until his successor shall have been elected. Directors need not be residents of the North Carolina but shall be members of the corporation. Any director who ceases to be a member of the corporation shall cease being a director of corporation The board of directors will be elected by ballot by regular members.
Section 3. Regular_Meetings.
A regular annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place, within the North Carolina, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or two (2) or more of the directors. The person or persons authorized to call special meetings of the Board may fix any place, within the North Carolina, as the place for holding such special meeting.
Section 5. Notice.
Written notice of every regular meeting of the Board of Directors shall be given prior to the day named for the meeting (the ATA Newsletter may constitute notice of such meeting). Notice of any special meeting of the Board of Directors shall be given to each Director at hiss residence or at his place of employment prior to that meeting.
Section 6. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice. A director may act at meetings of Board of Directors by proxy appointed in writing by the Director; provided, however, that the proxy holder must himself be a director of corporation. A proxy holder shall promptly report to his principal the proceeding of each meeting in which the proxy holder takes part. Unless there are mitigating circumstances, acceptable to the Board, a Board Member who fails to attend three (3) consecutive meetings of the Board of Directors shall be removed from the Board.
Section 7. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the Board of Directors. A director so chosen to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.
Section 8. Compensation.
Directors as such shall not receive any stated compensation for their services, but by resolution of the Board may be reimbursed for their expenses of attendance at meetings of the Board.
Section 9. Executive Committee.
The Board of Directors, by resolution adopted by a majority of the directors in office, shall designate and appoint an Executive Committee which shall consist of five (5) directors, four (4) of whom shall be elected officers. The Executive Committee shall be subject in all respects to authority and discretion of the Board of Directors. The Executive Committee shall have the authority and responsibility to the Board of Directors in the day-to-day operation of the corporation in accordance with the policies, guidelines, and procedures set by the Board of Directors. The Executive Committee shall report its activities to the Board at each meeting.
Section 10. Other Committees.
Other committees not having or exercising the authority of the Board of Directors in the management of the corporation may be designated by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Persons may be designated as committee members who are not members of the corporation or its Board of Directors.
Article VI. OFFICERS
Section 1. Officers.
The officers of the corporation shall be a President, a Vice President, a Secretary, and Treasurer.
Section 2. Election,
Qualification and Terms of Office. The officers of the corporation shall be members and shall be elected for terms of one (1) year by the members of the corporation at their regular annual meeting. The last retiring President shall be a Director ex officio for the first year after he leaves office. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall hold office until his successor be duly elected and shall have qualified.
Section 3.
Duties of Officers. The duties of the officers shall be such as usually attach to such offices and, in addition thereto, such further duties as may be designated by the Board of Directors through policy, guidelines or procedures.
Section 4. Bonding of Treasurer and Other Officers.
At the direction of the directors, the Treasurer and/or any other officer or employee of the corporation shall be bonded. The Treasurer shall keep proper accounting books for each calendar year and shall submit a written annual report at the annual meeting. This report shall be made available to the General Membership at the annual meeting.
Article VII. CONTRACTS, CHECKS, DEPOSIT AND FUNDS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. Checks,
Drafts, etc. All checks, drafts or other order for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by two officers of the corporation and in such manner as shall be determined by resolution of the Board of Directors.
Section 3. Deposits.
All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Article VIII- BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors, arid shall keep at registered or principal office a record giving the names and addresses of the members. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
Article IX. DUES
Section 1. Dues.
Annual dues payable by regular members shall be determined by the Board of Directors. Any member who fails to pay his dues within four (4) months after they becomes payable shall be suspended from the membership rolls.
Section 2. Annual dues payable by associate members shall be determined by the Board of Directors.
Article X. SEAL The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and words "Corporate Seal, State of North Carolina."
Article XI. WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provision of the Non-Profit Corporation act of the state of North Carolina or under the provisions of the articles of incorporation or by the by-laws 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 XII. DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, 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 the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Article XIII. AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by two-thirds of the members present at a meeting, provided that at least thirty (30) days' written notice is given of the intention to alter, amend or repeal or to adopt new by-laws at such meeting