ARTICLE I. MEMBERSHIP
SECTION 1: MEMBER
A member in good standing must:
a. Complete a membership application form, and the application approved by the American Turkish Association of Houston, Inc (Hereafter referred to as ATA), Board of Directors, or the Executive Committee.
b. Pay annual membership dues. Annual dues for each class of membership shall be proposed by the ATA Executive Committee and approved by the ATA Board of Directors.
c. Abide with the Articles of Incorporation, Mission Statement and Bylaws of ATA.
d. Receive full benefits of ATA, including voting in the General Assembly for the election of all officers and Board members of ATA, and receive all ATA-Houston benefits, services, news bulletins, and correspondence.
SECTION 2: CLASSES OF MEMBERS
The Association shall have the following classes of members:
a. Family Membership: Family membership shall include two adults and all dependent children.
b. Individual Membership: By a single person.
c. Student membership: A student member is defined as a person who is a full time student in a higher academic institution (above high school level). Persons with full time jobs shall not be considered full time students.
d. Special membership: Special Membership classes shall be conferred to persons who provide outstanding services or financial support to ATA:
§ Honorary Member: Honorary membership shall be conferred to a person who has provided outstanding service(s) to ATA in furtherance of its goals. Honorary membership will be awarded by the ATA Board of Directors upon the recommendation of an ATA member followed by seconding of the ATA President.
§ Lifetime Member: Any ATA Member whose total lifetime contributions to ATA exceed $10,000 shall become a Lifetime Member of ATA. Lifetime Members shall receive this designation at the first Republic Day Ball following attaining the Lifetime Member level. These individuals shall retain their membership for ATA for lifetime and their names shall be listed in Merhaba and on the official ATA stationary.
§ Founding Member: Any ATA member who makes a contribution to ATA of at least $1,000 over a single calendar year shall receive the designation of Founding Member. The designation shall be valid for duration of five years, and shall expire upon the completion of the fifth year. Founding Members shall be recognized with their newly attained designation at the first Republic Day Ball following the first time the individual reaches this level. Their names shall be listed in Merhaba and on the official ATA stationary, during their tenure.
§ Sustaining Member: Any ATA member who makes a contribution of $500 to $999 to ATA in a single calendar year shall receive the designation of the Sustaining Member. This membership level shall be valid only for the calendar year during which the level is reached. Should the member continue to contribute, the membership level shall be upgraded to the appropriate level reached.
§ Contributing Member: Any ATA member who makes a contribution of $250 to $499 to ATA in a single calendar year shall receive the designation of the Contributing Member. This membership shall be valid only for the calendar year during which the level is reached. Should the member continue to contribute, the membership level shall be upgraded to the appropriate level reached.
e. Corporate Member: Special memberships may also be awarded to an organization that has provided outstanding financial support to ATA in furtherance of its goals. The Lifetime, Founding, Sustaining, and Contributing level memberships shall be awarded to organizations and/or corporations who contribute to ATA at the following levels:
§ Lifetime Corporate Membership: $40,000 cumulative.
§ Founding Corporate Membership: $5,000 or more in a single calendar year, valid for 5 years.
§ Sustaining Corporate Membership: $2,500 or more annually.
§ Contributing Corporate Membership: $1,000 or more annually.
f. Grandfather Clause: Any member who has been awarded the designations of the Founding, Sustaining, or Supporting Member levels by the ATA Board of Directors’ former resolutions shall be automatically transferred to the appropriate special membership level as defined above. However, the current requirements as defined must continue to be met in order to maintain these membership levels.
SECTION 3: VOTING RIGHTS OF MEMBERS
a. Corporate Members shall have no voting rights.
b. Only two adults from a single family shall be allowed to vote.
c. Individual members shall have a single voting right.
d. Student members shall have no voting rights.
e. A member satisfying the above conditions shall have right to vote if:
§ The person had been an ATA member for at least a year duration in the past and renews membership prior to voting or,
§ The person becomes a new member at least three-months prior to voting.
SECTION 4: RESIGNATION
All resignations from membership shall be made in writing and presented to the ATA Board of Directors. No annual membership due for the remaining part of the fiscal year shall be refunded to a member who resigns.
SECTION 5: EXPULSION
The President, The Executive Committee, or The Board of Directors can recommend and initiate action for the expulsion of any member whose activities are judged to be against the goals and purposes of ATA. The Board of Directors may put this recommendation into effect by approval of two-thirds majority of the attending members. The member shall be given a notice at least 15 days before the expulsion becomes effective.
ARTICLE II. GENERAL ASSEMBLY AND ELECTIONS
SECTION 1: AUTHORITY
The General Assembly shall be the highest governing body of ATA. It shall set the vision, policy, and goals, and be the final authority over all affairs of ATA, unless otherwise stated in the governing U.S.A. and The State of Texas laws, the ATA Articles of Incorporation and these Bylaws
SECTION 2: ORGANIZATION
General Assembly shall consist of all voting ATA members in good standing. A regular meeting of the General Assembly shall be held once a year within one month before the end of the ATA fiscal year. Under the status of ATA as an organization described in Section 501(c) 3 of the IRS Code, the ATA fiscal year is designated to run from July 1 of each year to June 30 of the next. A simple majority of the membership shall constitute a quorum. If simple majority cannot be attained, then a second meeting shall be held within a week. In this second meeting, only a quarter of the membership shall constitute a quorum. In both meetings, representation by proxy is acceptable. A proxy shall be considered present only for the purpose it is given and the same proxy can be used for both meetings.
Special General Assembly meetings may be called by:
The Board of Directors,
The Executive Committee,
Any five voting ATA members with the approval of the Board of Directors or,
The written request signed by a simple majority of all members. The approval of the Board of Directors shall not be required for this case.
The Chairperson of the Board of Directors shall announce the call for a regular meeting of the General Assembly in writing (email acceptable), to all members at least thirty (30) days in advance with a tentative agenda. The call for special meetings of the General Assembly shall be announced to all members by the Chairperson of the Board in writing (email acceptable) at least fifteen (15) days in advance and shall state the purpose of the meeting.
All General Assembly meetings shall be conducted according to the common parliamentary law and rules of order. In the case of a dispute and if not defined by these by-laws, “Roberts Rules of Conduct” shall govern.
SECTION 3: VOTING BY MAIL AND PROXY ASSIGNMENT
Members who will not be able to attend the General Assembly shall be allowed to vote by mail and assign another ATA member as proxy to vote on their behalf on matters other than those listed below. A proxy member shall not have the authority to vote on another member’s behalf:
For election of the ATA Executive Committee and the Board of Director positions.
For absolving the ATA Executive Committee and the Board of Directors from future liability, upon completion of their terms.
For amendments to the Articles of Incorporation and Bylaws presented to the Board of Directors by ATA members. These resolution proposals shall be made in writing and must be seconded by one other or more ATA Member(s) for being placed in the ballot.
For resolution proposals that are already voted by the Member on the voting form
Voting and Proxy forms shall be mailed to all voting ATA members with the written General Assembly announcement (email acceptable). All voting forms and written proxies, signed by the member giving the proxy, must be received and validated by the ATA Board of Directors prior to the convening of the General Assembly. The only exception will be for the case if a family member, who is eligible to vote, delivers the ballot and proxy of another family member to the General Assembly.
SECTION 4: GENERAL ASSEMBLY PROCEDURES AND ELECTIONS
ATA Executive Committee and Board of Director positions shall be elected by the General Assembly by tallying the votes given by those who are present and who voted by mail. All election votes shall be cast in writing using the voting forms prepared by the ATA Board of Directors. A candidate for a position who receives the highest number of votes shall be declared elected.
Board of directors shall send a notice to all eligible ATA voters asking them to nominate candidates for the Executive Committee and open Board of Director positions and to submit resolution proposals, at least 45 days prior to the General Assembly date giving them at least 15 days notice to respond. Upon receipt of all nominations and resolution proposals from the membership, the Board of Directors shall prepare the voting and the proxy forms and mail these to all eligible members at least one month prior to the General Assembly date. This mailing shall contain the following items, as a minimum:
A tentative Meeting Agenda,
A joint report from the Executive Committee and the Board of Directors summarizing ATA’s activities and results achieved during their term.
A budget report summarizing income, expenses and the status of the assets and liabilities as of end of the current ATA fiscal year.
A ballot for all positions to be elected and all candidates proposed for these positions. Members shall be allowed to enter write-in candidates.
A yes/no ballot for absolving the outgoing Executive Committee and the Board of Directors of any future liability. Space shall be provided for those who vote “no” to explain their reason(s) for this choice.
A yes/no ballot for voting for all resolutions proposed by the membership.
Space to write in the name and authorize another eligible ATA member to vote on the member’s his/her behalf on other resolutions, which may be proposed by the ATA Members during the General Assembly.
Space for member’s name, signature, and the date proxy was signed.
Upon confirming the availability of quorum, the outgoing ATA President shall declare the General Assembly open. The tentative Meeting Agenda shall be offered to members for any modifications and their approval. The president shall then present the ATA Executive Committee’s activity report. This will be followed by the budget report given by the Treasurer and the Board of Directors’ report given by the Chairman of the Board. After these, the floor shall be opened to discussion of the reports. This shall be followed by the vote for the absolution of the ATA officers from any future liability.
Voting for the absolution of the ATA officers and proposed resolutions shall be done in the first instance by a show of hands. The number of Yes/No votes received from members not present shall be announced by Chair and included in the total Yes/No count. In the case of equality of votes, the Chair shall call for a written ballot.
Absolution vote shall be followed by the election of a three-member Election Committee, selected from the floor of the General Assembly by show of hands and by simple majority vote. Committee shall elect a chairperson among them and conduct the election of the Executive Committee Officers and Board of Directors for the forthcoming term. Election shall be conducted using written ballot forms. Ballots shall be saved for a minimum period of three years for record keeping purposes. Members of the Election Committee shall be eligible for being candidates and elected to ATA Officer positions.
After the elections are completed, the floor shall be given to the new officers. The New president shall chair the discussion and resolution of the remaining agenda items, which may include other resolution proposals, which may be made by the membership and any other business.With the exception of the cases where otherwise is required by these Bylaws, majority vote shall rule at all meetings.
ARTICLE III. THE BOARD OF DIRECTORS
SECTION 1: AUTHORITY AND RESPONSIBILITIES
The Board of Directors (hereafter referred as the “Board”) is the second highest legislative organization of the ATA, only superseded by the ATA Articles of Incorporation, Bylaws and The General Assembly resolutions. The Board shall have the authority to set vision and establish policies in all matters, including oversight of the actions taken by the President and the Executive Committee, and approving their annual budget and operating plans.
The Board shall have the authority and responsibility of auditing the Executive Committee bi-annually and make a presentation to the General Assembly reporting their observations and results, before the absolution vote is taken.
During the Assembly and the election process the Board shall approve each nominee’s candidacy to the Board and to the Executive Committee. Any individual who wants to be a candidate must prove that he/she is a member of ATA and in good standing.
SECTION 2: ORGANIZATION
The Board shall be composed of Six (6) Directors, two of who will be the current and previous presidents, if available, and the remainder shall be elected by the General Assembly. Each elected Director shall serve for one year and be eligible for re-election. A quorum of director membership must be present before the Board can meet and take any action in any matter.
The Board of Directors shall elect a Chairperson and a Vice-Chairperson from amongst themselves within a week after their own election, and determine the general policy and program and approve the budget for the organization within a month after the elections. The Board shall recognize suggestions from all members at all times. Other Board of Directors’ responsibilities are described in appropriate sections of these Bylaws.
If a Board of Directors member resigns or does not attend more than two consecutive meetings without a valid excuse or assigning a proxy, Board of Directors are authorized to assign a new member in its place. This assignment shall be made with the unanimous vote of the Board of directors Quorum. No more than two Board of Directors assignments can be made during a Board of directors’ tenure.
If an Executive Committee member does not attend to more than two consecutive meetings without a valid excuse or assigning a proxy, the President shall ask from the Board to dismiss this member from Executive Committee and assign a new one. No more than four elected Executive Committee assignments can be made during an Executive Committee’s tenure for this reason.
Unless otherwise declared, all decisions of the Board shall be simple majority. If there is a tie, the Chairman of the Board will have one additional vote.
ARTICLE IV. THE EXECUTIVE COMMITTEE
SECTION 1: AUTHORITY AND RESPONSIBILITIES
The Executive Committee (hereafter referred as the “ExCom”) shall have the authority for running the day-to-day decision-making and governance of the ATA business, including spending of the ATA funds.
SECTION 2: ORGANIZATION
The Executive Committee shall consist of a President, two Executive Vice Presidents, a Cultural Vice President, a Social Vice President, a Publicity Vice President, a Treasurer, a Secretary, a Fund Raising Vice President and a Publications' Director. All ExCom members shall be elected by the General Assembly. The President shall have the additional authority to dismiss or replace not more than two Executive Committee members by the approval of the Board of Directors. In addition the President shall have the authority to assign up to four Executive Members to serve on the Executive Committee. Authority and responsibility of each Executive Committee Member is elected by the General Assembly is further described below:
The President shall be a member ex-officio of all committees and the Board of Directors. The President shall designate the chairman of all committees; shall represent the organization; shall preside over all General Assembly meetings except elections, and perform such other duties as they usually pertain to the office of the President.
The President shall lead the implementation of the programs, resolutions, and policies adopted by The General Assembly and the Board of Directors.
The president shall chair the Executive Committee meetings and will cast the deciding vote in case of a tie.
The President shall authorize all expenditures, whether by cash, check, promissory note, or any other means. The Board of Directors shall set the annual spending limit and budget of the President.
The President, at his/her discretion, may authorize the Treasurer to sign ATA checks, promissory notes, or any other vehicles not to exceed a limit decided by the President. Both the President’s and the Treasurer’s signatures shall be required for amounts above this limit.
The recommendation of the President and the approval of the Board of Directors can dismiss any two Executive Committee members for reasons other than being absent at ExCom meetings. The President may also create and/or fill a maximum of two positions for the Executive Committee upon approval by the Board of Directors.
The President may assign additional responsibilities and duties for each of the Executive Committee members.
Executive Vice Presidents:
The Executive Vice Presidents shall assist the President in the performance of his/her duties. The President shall be responsible for defining the authority and responsibilities of the Executive Vice Presidents. In the absence of the President, one of the Executive Vice Presidents may be assigned to deputize the President.
Cultural Vice President:
Cultural Vice President shall be responsible for presenting the Turkish culture and art to the Houston community in general. Activities such as the Turkish language classes, Turkish folk dance group, Turkish cook book preparation, Turkish art and music shows, and others as agreed by the Executive Committee shall be conducted.
Social Vice President:
Social Vice President shall be responsible of organizing all charitable, religious, scientific, philanthropic, or educational activities of ATA in compliance with the Section 501(c) (3) of the Internal Revenue Code (IRC)
Publicity Vice President:
The publicity Vice President shall be responsible for raising the awareness of the ATA Members and the general public of ATA and its activities. These shall include but not limited to the cultural and educational festivals such as the Turkish Festival, the days of importance for Turkish Americans (Republic Day, Children’s day, Fourth of July), and Religious Bayrams and Festivals (Ramadan, Thanksgiving).
The Treasurer shall handle all funds of the organization, shall keep complete and accurate record of the receipts and disbursements, prepare annual income/loss and asset/liability statements in line with the generally accepted accounting principles, and report at the Board and General Assembly meetings when necessary.
The operating funds of the organization shall be deposited in a bank in the name of this organization, ATA-Houston, Inc. The Treasurer or the President may only disburse from the operating funds.
The Treasurer shall be authorized to make expenses, sign checks, promissory notes, or any other vehicles for expenses not to exceed a limit authorized by the President. Both the President’s and the Treasurer’s signatures shall be required for amounts above this limit.
The Secretary shall handle all official correspondence, file all records and communications. The Secretary shall record all of the proceedings of the Executive Committee, the Board of Directors, and General Assembly meetings and receive all reports and recordings of committees. The secretary shall process and file all business correspondence and documents, that comes before him/her and is disposed of by the ATA organization, and shall act as a member ex-officio of all committees.
The Secretary shall file with the responsible authorities and follow through all income tax return documents prepared by the Treasurer.
Fund Raising Vice President:
The Fund Raising Vice President shall be responsible for raising funds and receiving donations from the ATA Members, corporations, and others for charitable, religious, scientific, library, or educational activities of ATA in compliance with the Section 501(c) (3) of the Internal Revenue Code (IRC).
The Publications Director shall prepare all announcements including the ATA web site, newsletters, and Merhaba under the guidance of the President.
Members Appointed by the President:
The President shall be responsible for defining the authority and responsibilities of the Executive Committee members he/she assigns.
ARTICLE V. COMMITTEES
The President or the Chairperson of the Board may form special purpose committees. The President or The Chairperson of the Board shall designate a Chairman and the Chairman will select three or more members for the committee. Committees and their responsibility, authority, and dissolution are subject to the approval of the Board of Directors.
ARTICLE VI. MANAGEMENT OF THE ATA FINANCIAL RESOURCES
ATA financial resources shall be managed as described below:
ATA Annual Operating Budget Account:
Funds to be deployed for the annual operating expenses of ATA shall be deposited in a bank and controlled by the ATA President and the Treasurer. At the start of his/her term, ATA President shall present an Annual Operating Budget proposal to the Board and Directors and obtain their approval. Board of Directors, after approving this budget, shall establish the amount of excess funds that must be maintained in the ATA Annual Operating Budget. In cases where there will be excess or insufficient funds in the Annual Operating Account, ATA Board may authorize transfer of funds from the ATA Reserve Account. Funds in the ATA Operating Account shall not be used for investment purposes other than bank interest received on balance.
ATA Reserve Fund Account:
Financial resources that are judged not essential for the annual ATA operations shall be deposited in an ATA Reserve Fund account established in a bank or a financial institution approved by the Board of Directors. The ATA Board of Directors shall approve the disbursement and investment of funds kept in the ATA Reserve Fund Account. The signature authority for the ATA Reserve Fund Account shall be with the ATA President and the Chairman of the Board.
ARTICLE VII. DISSOLUTION
ATA May be dissolved in the following occasions:
By the proposal of the Board of Directors and approval of the two-thirds majority of the ATA membership in good standing.
By not having an elected President for a period longer than two years.
By a legal judgment, due to non-compliance with the ATA Articles of Incorporation, or financial insolvency.
In the event of dissolution, all assets owned by ATA shall become the property of its umbrella organization, the Assembly of Turkish American Associations, in Washington, DC.
ARTICLE VIII. AMENDMENTS
These By-Laws shall be effective after the approval of the General Assembly. Thereafter, any proposition to amend it as a whole or in part shall be made by the action of the Board of Directors. Any five members may request amendment by written submission to the Board of Directors, who must then present the proposed amendment to the next General Assembly meeting for approval by two-thirds of the members present at the meeting for enactment. Any amendments to the bylaws shall require the approval by more than 50% of the ATA members in good standing.
These Bylaws have been amended and approved by unanimous vote of the ATA General Assembly held on April 13, 2008 in Houston, Texas.