BYLAWS OF THE TURKISH AMERICAN CULTURAL ASSOCIATION OF WASHINGTON “TACAWA”
Updated July, 2006
OFFICE AND REGISTERED AGENT
Section 1. Principal Office. The principal office of the “Turkish American Cultural Association” (hereinafter referred to as “TACAWA”) shall be in the State of Washington.
Section 2. Registered Office and Agent. TACAWA shall have and continuously maintain a registered office and a registered agent in the State of Washington, as required by the provision of the State of Washington Nonprofit Corporation Act (Chapter 24.03.050 of the Revised Code of Washington) (the “Act”). The registered agent shall be an individual, resident of the State of Washington.
PURPOSES, POWERS, LIMITATIONS
Section 1. Purposes. The purposes for which TACAWA is formed are set forth in the Articles of Incorporation.
Section 2. Powers. The powers of TACAWA are set forth in the Articles of Incorporation
Section 3. Limitations. Limitations of TACAWA are set forth in the Articles of Incorporation.
Section 1. Qualifications. The qualifications for membership in TACAWA are as follows.
(a) Any person is qualified to become a member of this corporation.
(b) Persons younger than 18 years old must have written consent of their parent or guardian.
Section 2. Classes. The Board of Directors of TACAWA shall determine and set forth in separate documents the qualifications, dues, terms and other conditions class member. The Board of Directors shall have the power to increase or decrease the number of classes listed in this article, subsequent to a majority vote of the board members on duty and upon approval by the voting members of TACAWA. There shall be the following classes of members:
(a) Family Membership shall consist of both spouses of the family, or one or two parents and a child or children less than 18 years of age.
(b) Individual Membership shall include any person who is at least 18 years old.
(c) Student Membership shall include any person who is at least 18 years old and who is currently enrolled at any recognized educational institution.
(d) Honorary Membership shall include any person chosen by the Board of Directors of TACAWA unanimously, based upon criterion decided by the Board of Directors. Honorary members shall not be obligated to pay membership dues and shall not have a voting right.
Section 3. Voting Rights.
(a) No member of TACAWA will be entitled to cumulative voting.
(b) Every voting member shall be granted a proxy power to exercise absentee voting.
(c) The voting members of TACAWA shall be entitled to vote (i) for the election or the removal of directors, (ii) for major corporate action, (iii) for fundamental changes to TACAWA, such as: Sale of all the assets, merger, consolidation and dissolution or (iv) for amendments to the Articles of Incorporation or the Bylaws.
(d) The voting rights of each class of membership will be as follows:
(1) Family Membership will be entitled to two votes, one vote for each spouse.
(2) Individual Membership will be entitled to one vote.
(3) Student Membership will be entitled to one vote.
(4) Honorary Membership will not be entitled to vote.
Section 4. Membership Meetings. The Board of Directors of TACAWA shall have the power and the authority to call membership meetings as such times and on such occasions the directors deem necessary subsequent to a majority vote by the directors.
(a) There shall be Annual Meeting of the members in February or not later than thirty first day of March, and the Board of Directors shall notify the members date, the time and the place of the Annual Meeting, via Email or regular mail, at least two prior to the date, the time and the place of such meeting as the Board of Directors determine.
(b) There shall be Special Meeting of the members upon such date, time and place as the Board of Directors shall determine or upon the request of not less than ten (10) percent of the voting members. The members shall receive not less than ten fifteen (15) days and not more than fifty (30) days prior written notice, received via Email or regular mail, of special meeting stating the date, time and the purpose of the special meeting. The Special Meeting shall take place no later than thirty (30) days from the date of request by the members and the party requesting the meeting shall prepare the agenda for the meeting.
Section 5. Quorum. Members entitled to vote may take action on a matter in a meeting only if quorum exists. Fifteen percent of the votes entitled to be cast on the matter by the voting group shall constitute a quorum for that action on that matter. If however, quorum does not exist then the meeting shall convene within fifteen days of the first meeting, on a date, time and place the Board of Directors decide, at which time a quorum shall not be required and the decision shall be approved by a majority vote of those who are present and entitled to vote on that matter. At such times, based on a majority decision by the Board of Directors, the Board of Directors shall have the power to hold mail in balloting if the first meeting fails to establish quorum. If a mail in balloting is held, the decision shall be approved by an affirmative vote of the majority of the ballots mailed by the members entitled to vote. The votes received from the mail in ballots shall be counted no later than thirty (30) days from the date of the first meeting.
BOARD OF DIRECTORS
Section 1. Powers. There shall be a Board of Directors of TACAWA. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
Section 2. Number. The Board of Directors of TACAWA shall be composed of five elected individuals. The number of directors may be decreased or increased based upon the needs of TACAWA. Any increase or decrease in the number of directors shall be decided by the Board of Directors and by a unanimous vote of the directors on duty at the time of voting.
Section 3. Qualifications. All directors are required (a) to be members of TACAWA as of the time of their election, (b) to have been a member for one, full membership years prior to becoming a candidate or upon recommendation of the Board of Directors, (c) to remain as members in good standing of TACAWA for the duration of their term and (d) not to have been censured, as stated in Article 4, Section 4(d)(iii) and Section 4(e) of these Bylaws, following their previous term as a director. A director shall be removed from the board, when (i) the director’s TACAWA membership rights are terminated under Article 5 Section 9(c) of TACAWA Articles of Incorporation or (ii) if he or she misses three consecutive Regular Meetings without a compelling cause.
Section 4. Election.
The Board of Directors of TACAWA shall be elected by the voting members during general elections in February of each year or during a Special Meeting of the voting members if one or more of the directors of the board of TACAWA shall vacate his or her seat for any cause prior to the expiration of his or her term, and when quorum is established. Quorum for election of the board members shall be established when fifteen percent of the votes entitled to be cast on the matter are present. The general election process shall take place as follows:
(a) The Board of Directors, not less than two months and not more than three months prior to the general elections, shall solicit for possible candidates for the Board of Directors of TACAWA, via TACAWA Newsletter, Email or regular mail stating the title and the responsibilities of each position it seeks to fill.
(b) After evaluating each candidate’s qualifications, the board shall publish the names, and the qualifications of all the candidates who meet the criteria set by the Articles of Incorporation and these Bylaws, and the position for which each candidate is nominated, via Email or regular mail and not later than fifteen days prior to the general elections.
(c) At the general elections, the President of the board shall open the meeting and, if quorum is present, the President shall request nominations from the floor for a three-member Election Board, for the sole purpose of conducting and presiding over the elections. The Election Board members shall select among themselves the Chairperson of the Election Board and the remaining members shall assist the Chairperson and record the proceedings. Upon completion of the elections the duties and the purpose of the Election Board shall cease to exist and the Election Board shall automatically dissolve.
(d) The Chairperson of the Election Board shall conduct the meeting in accordance with the TACAWA Bylaws and prepare the agenda for this meeting. The agenda shall include but is not limited to: (i) the discussions of the activity report of the Board of Directors, (ii) the Auditor’s financial report, (iii) a vote, by the members, excluding the Board of Directors, to absolve the outgoing Board of Directors from any future liability relating to TACAWA’s financial activities during Board of Directors term in office, (iv) resignation of the outgoing Board of Directors and the Auditor, (v) election of the new Board of Directors and the Auditor, (vi) miscellaneous business, and members’ suggestions. The General Assembly may make additions to the agenda of the meeting, provided there is a vote of at least one fifth of members present to add an item to the agenda.
(e) Any board member who is not absolved following a term on the board shall be censured by an affirmative vote of the majority of the members present. A director who is censured shall not be eligible as a candidate to the Board of Directors.
(f) The voting and the election shall be conducted by the Election Board as follows:
i) The Chairperson of the Election Board shall request nominations from the members who are present in addition to the candidates selected in a process prior to the elections, as described above in subsections (a) and (b) of this section, to serve on the Board of Directors and as the internal auditor of TACAWA.
ii) The Election Board members shall not be nominated as directors to the board or as internal auditor.
iii) There shall be a not less than six candidates for the Board of Directors and not less than two candidates for the internal auditor seats before the voting by the members shall begin.
iv) Members shall cast their votes with a secret ballot and once the Election Board determines that all the ballots have been cast, the Election Board shall count the ballots in front of the members and enter the result in the official records of TACAWA.
v) The five candidates who receive the highest number of votes shall form the Board of Directors.
vi) Two of the remaining candidates with the highest number of votes shall be substitute directors to the board.
vii) The substitute director with the highest vote shall be asked serve on the board if any of the directors has vacated his or her seat.
viii) The candidate who receives the highest vote for the internal auditor’s seat shall become TACAWA’s internal auditor and the remaining candidate shall be substitute auditor.
(g) The Board of Directors shall be responsible to provide a copy of TACAWA Bylaws and a list of the members with dues paid to the Election Board. Those who have paid their dues during the Annual Meeting shall be added to the membership list. Only the members on such list shall be eligible to be nominated, and to cast votes.
(h) If quorum is not present the Election Board shall decide to whether hold a Special Meeting of members to conduct the second election on a date, a time and a place decided by the Election Board or conduct the election with a mail in ballot via Email or regular mail. If the election is conducted via Email or regular mail, the Election Board and if the Election Board is not available then the Board of Directors shall count and publish the results not later than thirty days following the deadline set for voting. If however, the elections are conducted during a Special Meeting of members, the Election Board shall announce to members the date, the time and the place of the meeting not less than fifteen and not more than thirty days prior to the date of the Special Meeting via Email or regular mail and the election shall be conducted without quorum.
(i) The Board of Directors shall select, by any method, among them, a President, a Vice President, a Secretary, a Treasurer and a Social Chairperson during the first board meeting. The Board of Directors shall have the power to elect any director to any seat on the board for any reason and at any time, with not less than three affirmative votes when all the directors then on duty are present.
Section 5. Term of Office. Each director serving on the Board of Directors of TACAWA shall hold office for a period of one year and until his or her successor is elected and qualifies.
Section 6. Compensation. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 7. Special Appointed Director. At the discretion of the Board of Directors, one individual may be appointed to a voting seat on the board for a term not to exceed 365 consecutive days, without the consent and the vote of the voting members of TACAWA, to accrue a special benefit TACAWA that the organization may not otherwise accrue. The voting power of the Special Appointed Director shall be limited to board actions only, unless the Special Appointed Director is a TACAWA member.
Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be held once a month on the first Monday at 6:00 PM, unless otherwise provided by the board or at such other times as may be designated from time to time by resolution of the Board of Directors.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President, the Vice President, Secretary, or by any two board members.
Section 10. Notice of Meetings. Unless otherwise provided by the Articles of Incorporation of TACAWA, these Bylaws or provisions of law, the following rules shall govern the notice for the meetings of the Board of Directors:
(a) Regular or Special Meetings shall be announced to each director of the board by the Secretary at least three days prior to the Board of Directors meeting by oral or written communication, as to the purpose, the place and the date and time of the meeting.
(b) Waiver of Notice when signed by a director shall be equivalent to giving of such notice as discussed in Section 10(a) of these Bylaws.
Section 11. Attendance by Non Board Members. Past presidents of the Corporation, the representatives from student associations of universities in the State of Washington and the members of the Corporation may attend Board of Directors meetings as observers only, after making arrangements with one of the directors of the board prior to the meeting and shall not be entitled (a) to vote for or against any resolution or on any matter submitted to the vote of the directors or (b) to try to influence the outcome of the meeting or the directors in any manner and if the observer, after a verbal warning, continues to verbally or otherwise intervene in the proceedings or disrupts the meeting in any manner shall be removed from the meeting and shall be barred from attending future Board of Directors meetings as an observer.
Section 12. Quorum. A quorum shall consist of majority of the members of the Board of Directors. Unless otherwise stated in the Articles of Incorporation, these Bylaws or by a provision of law no business shall be considered by the Board of Directors at any meeting where the required quorum is not present and the only motion the which the Chair will entertain shall be the motion to adjourn.
Section 13. Voting. If a quorum is present when a vote is taken, the affirmative vote of two thirds of the directors then in office or by a minimum of three affirmative votes when there are less than four directors present in the meeting is the act of the Board of Directors. If there is tie then the president of the board shall be entitled to a second vote which he or she shall cast to break the tie.
Section 14. Duties of the Directors.
(a) Duties of President. The President shall be the spokesperson of the Board of Directors, explaining decisions, scheduling and chairing the Board of Directors meetings, calling special meetings as necessary with a minimum of one week notice to the other directors. The president shall supervise and control the business affairs of TACAWA, and the activities of the directors. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, Articles of Incorporation or by these Bylaws.
(b) Duties of Vice President. In the absence of the President, or in the event of President’s inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions on the President. The Vice President shall assume President’s powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws.
(c) Duties of Secretary. The Secretary shall certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or altered to date. Be custodian of the records and of the seal of TACAWA and affix the seal, as authorized by law, provisions of the Articles of Incorporation or by these Bylaws, to duly executed documents of TACAWA. Keep at the principal office of TACAWA or at such other place as the board may determine, a book of the minutes of all meetings of the Board of Directors, meetings of the committees, and of members, and duly record the time, the place, the purpose, the type, how called, the names of those present, and the proceedings thereof. Keep at the principal office of TACAWA or at such other place as the board may determine, the membership book containing the name, address, membership status, dues paid to date, of all TACAWA members. As required by the Board of Directors and members of TACAWA, or the government auditors, the Secretary shall display the records of TACAWA, as stated in Article IV section 16 of these Bylaws.
(d) Duties of Treasurer. The Treasurer shall: (i) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of TACAWA in such banks, trust companies or other depositors as shall be selected by the Board of Directors. (ii) Receive, and give receipt for, monies due and payable to TACAWA from any source. (iii) Disburse, or cause to be disbursed, the funds of TACAWA as may be directed by the Board of Directors, taking proper vouchers for such disbursements. (iv) Keep and maintain adequate and correct accounts of TACAWA’s properties and business transactions, including accounts of the corporation’s properties and business transaction, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. (v) Exhibit at all reasonable times the books of account and financial records to any director of TACAWA, or to his or her agents or attorney on request. (vi) Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and the financial condition of TACAWA. (vii) Prepare or cause to be prepared and certify or cause to be certified the financial statements to be included in any required reports. (viii) File, apply for and maintain such current permits, licenses, tax returns, contracts and other such documents as may be required of TACAWA by various government or other organizations. (ix) Keep or cause to be kept all liability waiver and sign in forms from all TACAWA activities. (x) In general, perform all duties incident to the office of the Treasurer and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
(e) Duties of Social Chairperson. The Social Chairperson shall coordinate all social functions and events with the Board of Directors, organize committees for those activities and perform all such duties as may required by the Articles of Incorporation, these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
(f) Duties of Auditor. The duties of the Auditor shall be to audit the financial records of TACAWA on behalf of the members at any time a member requests upon showing of compelling reason. The Auditor shall audit TACAWA financial records every three months as a matter of procedure and report his or her findings to the Executive Board upon completion and provide an updated written report at the Annual Meeting of members before the elections. Additionally, the Auditor shall have a right to audit TACAWA financial records as he or she deems necessary on any occasion. The Auditor shall be independent and shall have a right to attend the Executive Board meetings, but is not entitled to vote.
Section 15. Advisory Board. Unless the Articles or Incorporation of TACAWA or these Bylaws provide otherwise, the Corporation shall have an advisory board, for the purpose of advising the Board of Directors in all matters relating to TACAWA. The advisory board shall consist of past presidents of TACAWA who are residents of Washington, recognized as advisory board members by TACAWA Board of Directors and who volunteer or give consent to serve on the advisory board. The advisory board shall have the power to call a Special Meeting of the members of the Corporation if the advisory board decides, subsequent to an affirmative vote of majority of the advisory board members present in a meeting called by any of the members of the advisory board, that the TACAW Board is not fulfilling its duties. However, the advisory board shall first notify TACAW Board prior to calling a Special Meeting of the members in order for the Board to remedy the problem(s) within thirty days.
Section 16. Committees. Unless the Articles of Incorporation of TACAWA or these Bylaws provide otherwise, the Board of Directors may create one or more committees and appoint one or more members of the Board of Directors to serve on such committee. Unless the Articles of Incorporation of TACAWA or these Bylaws provide otherwise, the creation of a committee and appointment of members to it must be approved by two thirds of the directors in office when the action is taken. To the extend specified by the Board of Directors or in the Articles of Incorporation or these Bylaws, each committee may exercise the powers of the Board of Directors. A committee may not, however:
(a) authorize or approve distributions except according to the method and the limits prescribed by the Board of Directors;
(b) approve or propose member action that the Articles of Incorporation or these Bylaws require be approved by members;
(c) fill vacancies on the Board of Directors or in any of its committees, or
(d) adopt, amend or repeal Bylaws.
The Board of Directors shall have the power to remove any or all members of a committee for any reason, or dissolve the committee by a majority vote of the when a quorum is present.
Section 17. Record Keeping. The Board of Directors shall be responsible for keeping accurate and current records of all TACAWA activities. Records that are up to five years old shall be kept in a readily accessible location so that in case of a government audit the records may be produced in expediently. Records that are older than five years old may be kept in a secondary storage. In all cases records of TACAWA shall be kept for at least for twenty years, any record older than twenty five years may be destroyed upon receiving approval from the appropriate governmental entity. The records that the Board of Directors is required to keep shall be including but not limited to the following:
(a) Membership Register. This record shall contain the names and addresses of TACAWA members, records of payment of dues and dates. In addition, minutes of member meetings shall be kept in the Membership Register.
(b) Board of Directors Meeting. The minutes of the Board of Directors meeting shall be recorded by the Secretary and in the absence of the secretary by the Vice President, in the absence of both the secretary and the Vice President by one of the remaining board members.
(c) Donor Register. This record shall contain the names and addresses of all the individual or corporate donors, as well as the amount of each donation and the date of donation.
(d) Financial Records. All the financial records of TACAWA including and not limited to incomes and theirs sources, expenditures and their sources, income statements, balance sheets, bank account statements, cash on hand, real and personal property titles, federal and state filings shall be kept by the Treasurer and be available to the TACAWA and government auditors and the Board of Directors for examination within 24 hours of the time of demand.
(e) Property Lists. A list of TACAWA properties including and not limited to the real estate holdings and personal property shall be kept by the Treasurer and be available to the TACAWA and government auditors and the Board of Directors for examination within 24 hours of the time of demand.
Section 18. Members Inspection Rights. Each and every voting member of TACAWA shall have the following inspection rights, for the purpose reasonably related to such person’s interests as a member:
(a) To inspect and copy the record of all the members’ names and their voting rights, upon a written demand, 72 hours prior to the time of inspection, on the Secretary of TACAWA, stating the purpose for which the inspection rights are requested.
(b) To inspect the books, records or minutes of the member meetings, the Board of Directors meetings, and the Committee meetings upon a written demand, 72 hours prior to the time of inspection, on the Secretary of TACAWA, stating the purpose for which the inspection rights are requested.
(c) Members shall have such other rights to inspect the books, record and properties of TACAWA as may be requested under the Articles of Corporation, these Bylaws and a provision of law, upon service of a written demand on the Secretary of TACAWA, 72 hours prior to the time of inspection, stating the purpose for which the inspection rights are requested.
Section 19. Annual Report. The Board of Directors shall cause any annual report required under law to be prepared and delivered to an office of this state and to the voting members of TACAWA within the time limits set by law.
Section 20. Publications. The Board of Directors shall publish newsletters or documents either directly or through a Publications Committee to be established for this purpose. The Board of Directors shall be the only source for TACAWA’s official point of view. The Board of Directors shall oversee the Publication Committee and shall appoint a Chairperson, who shall be the Editor in Chief and shall be responsible for all TACAWA publications and their content. The editor or any member of the Publications Committee shall not use any TACAWA publication to express his or her personal views.
Other members of the Committee shall be recruited by the Editor. The Editor shall determine the contents of the newsletter using the following principles as guidelines:
(a) Truthfulness and clarity;
(b) Avoiding articles that conflict with the interests of the Republic of Turkey, the United States or TACAWA;
(c) Avoiding conveying ideological doctrines offensive to the sense of the community or which are divisive of the same;
(d) Conveying the national and moral values, culture and history of the Turkish people and the Republic of Turkey;
(e) Promoting balanced use of the Turkish and English languages; and
(f) Encouraging reader participation in the fine arts, cultural and sports activities.
CODE 501(C)(3) TAX EXEMPTION PROVISIONS
Section 1. Limitations on Activities. No part of the activities of TACAWA shall be the carrying on of propaganda, or otherwise attempting to influence legislation and TACAWA shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these Bylaws, TACAWA shall not carry on any activity not permitted to be carried on by a corporation exempt from income tax under Section 501(c)(3) of the Internal Revenue Code or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement. No part of the net earnings of TACAWA shall inure to the benefit of, or be distributable to, its members, directors or officers, or other private persons, except that TACAWA shall be empowered and authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of TACAWA.
Section 3. Distribution of Assets. Upon dissolution of TACAWA, its assets remaining after payment, or provisions for payment off all debts and liabilities of TACAWA shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
AMENDMENT OF BYLAWS
The authority to make, alter, amend or repeal Bylaws is vested in the members of TACAWA and shall be exercised in the following manner:
(a) The proposed amendment must be adopted by the Board of Directors at any regular meeting or any special meeting of the Board of Directors by the affirmative vote of two thirds of the directors then in office or by a minimum of three affirmative votes when there are less four directors present in the meeting.
(b) Following the adoption of the amendment, the Board of Directors shall notify the members of the adopted amendment via Email or regular mail, stating the deadline by which the members must submit their votes for approval or disapproval of the amendment.
(c) The Board of Directors shall amend the Bylaws upon the affirmative vote of two thirds of the members responding by the announced deadline.
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these or any of the Bylaws and the Articles of Incorporation of TACAWA, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions and portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time or to corresponding provisions of any future federal tax code.
Dated: July, 2006