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TURANT

GOVERNANCE

Bylaws

Second Amended and Restated Bylaws of TURANT – Turkish American Federation of North Texas, Inc.

CONTENTS

Table of Contents

  1. Article I Name, Purpose and Offices
  2. Article II Members
  3. Article III Board of Directors
  4. Article IV Board of Trustees
  5. Article V Meetings of the Members
  6. Article VI Notices
  7. Article VII Committees
  8. Article VIII Officers of the Corporation
  9. Article IX Miscellaneous
  10. Article X Dissolution
  11. Article XI Indemnification
  12. Article XII Amendments
  13. Article XIII Effective Date

Article I

Name, Purpose and Offices

Section 1. Name

The name of this corporation is TURANT – Turkish American Federation of North Texas, Inc. (herein after referred to as the Corporation).

Section 2. Purpose

The Corporation is a noncommercial, nonsectarian, nonpartisan Corporation organized and operated exclusively for the purpose of increasing, improving, and promoting public knowledge and understanding of the Turkish culture, history and people; to foster friendship and communication among the Turkish American Communities; to promote the exchange of the arts, culture, music and cuisine of the U.S. and Turkey; to provide humanitarian assistance; and to educate and inform the members of the Corporation and the general public. The Corporation is a non-profit public benefit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 3. Offices

The Corporation 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 Corporation may require.

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Article II

Members

Section 1. Eligible Member

Any Texas resident eighteen years of age or older who believes in and supports the mission of the Corporation, regardless of race, color, national origin, religion, ancestry, gender, sexual orientation is eligible to apply for membership. If requested by the Board of Directors, the membership applicant shall provide proof of residency in a form reasonably acceptable to the Board of Directors.

Section 2. Membership Dues

Annual dues for each class of membership shall be proposed and approved by the Board of Directors. For existing members seeking to renew, membership dues for each coming year are due and payable between October 1 and December 31 of the preceding year. For new members, membership dues are due and payable along with the Membership Application.

Section 3. Active Members

All new applicants for membership must complete and submit an Application of Membership in the form adopted by the Board of Directors and approved by the Board of Trustees along with payment of the annual membership dues. Unless the Board of Directors notifies the applicant in writing within thirty (30) days of its receipt of the completed Membership Application and requisite dues that the Membership Application is denied, the Membership Application is deemed approved and the applicant shall be deemed an "Active Member" effective as of the date the Membership Application and dues were received by the Corporation.

Section 4. Honorary Members

Active Members may elect to bestow Honorary Membership to one or more persons who are recognized for their outstanding contributions to the Corporation and who are considered to be assets for the Corporation because of social standing or their accomplishments in the community. The Honorary Members shall not pay any dues and shall have the same rights as Active Members with the exception of voting rights.

Section 5. Nonresident Members

Any person who is not a Texas resident may become a Nonresident Member upon submission of an application and payment of the Membership dues. Nonresident Members shall have the same rights as Active Members with the exception of voting rights.

Section 6. Denial or Loss of Membership

The Board of Directors, by two-thirds (2/3) vote, may deny or revoke any membership for cause. Cause shall be defined to include acts which are contrary or prejudicial to or interfere with the missions of the Corporation; failure to complete and submit the required Membership Application and dues; the conviction of a felony, sex offense or crime involving moral turpitude; and any acts or omission in violation of these Bylaws or the Articles of Incorporation.

Section 7. Membership List

The Membership Coordinator of the Corporation shall maintain a list of all members specifying the class of membership (Active, Honorary, Nonresident), the member's name, the member's address and whether the member is eligible to vote.

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Article III

Board of Directors

Section 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.

Section 2. Number and Qualifications

The Board of Directors shall consist of up to eleven (11) Directors which 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 five (5) and shall at all times be an odd number. At the time of nomination, election or appointment, each Director must be an Active Member of the Corporation and have been an Active Member of the Corporation for at least one (1) year at any time prior to the date of the nomination or appointment.

Section 3. Nominations

A Nominating Committee, appointed in accordance with the provisions of Article VII, shall solicit nominations from Active Members and prepare a slate for election of the new Directors of the Corporation. The Nominating Committee shall present the slate to the Board of Directors not less than seven (7) days prior to the date of the Annual Meeting.

Section 4. Elections and Term of Office

The Board of Directors may consist of a President, Vice President, Secretary, Treasurer, Membership Coordinator and one or more other directors as authorized hereunder. All members of the Board of Directors shall be elected to serve a two (2) year term or until their successors shall be appointed or elected.

Section 5. Vacancies

Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification, or removal from office of any Director shall be filled by the affirmative vote of a majority of the then remaining Directors at any meeting thereof.

Section 6. Removal of Directors

Any Director may be removed, with or without cause at any Annual Meeting or special meeting of the Active Members by the affirmative vote of a majority of the Active Members present and with voting rights if written notice of the intention to act upon such matter shall have been given in the notice of such meeting.

Section 7. 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. No dividends shall be paid and no part of the income of the Corporation shall be distributed to its Directors.

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Article IV

Board of Trustees

Section 1. Power and Duties

The Board of Trustees shall review any written appeal submitted under Article II, Section 6 and shall determine whether the appeal was timely and whether the denial or loss of membership should be sustained. The Board of Trustees shall review the Corporation's bank statements, expense reports, reimbursement requests, treasurer reports and financial reports quarterly.

Section 2. Number and Qualifications

The Board of Trustees shall consist of three (3) Trustees. At the time of nomination, election or appointment, each Trustee must be an Active Member of the Corporation and have been an Active Member of the Corporation for at least two (2) years, including at least one (1) year immediately preceding the date of the nomination or appointment.

Section 3. Elections and Term of Office

Three (3) Trustees shall be elected. All members of the Board of Trustees shall be elected to serve a three (3) year term or until their successors shall be appointed or elected. No Trustee shall be elected to serve more than two (2) consecutive terms unless approved by the unanimous vote of the Active Members present and with voting rights at the Annual Meeting.

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Article V

Meetings of the Members

Section 1. Time and Place of Meetings

Meetings shall be held at such place, within the DFW Metroplex area, 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.

Section 2. Annual Meetings

An Annual Meeting of the members shall be held in January or February of each year, at which time the Active Members who paid their dues on or before December 31 of the preceding year shall be entitled to vote and elect the Board of Directors and Board of Trustees and transact any and all other business as may properly come before the meeting.

Section 3. Special Meetings

A special meeting of the members may be called by two-thirds (2/3) vote of the Board of Directors or majority vote of all Active Members with voting rights. Notice of such special meeting shall be given by the Secretary to each Active Member not less than ten (10) days before the date of such meeting.

Section 4. Quorum

A quorum shall exist upon the presence, either in person or by proxy, of at least one-third (1/3) of the Active Members with voting rights.

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Article VI

Notices

Section 1. Manner of Giving Notice

Whenever notice is required to be given to any Director or Member of the Corporation, 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 Membership Application.

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Article VII

Committees

Section 1. Nominating Committee

A Nominating Committee consisting of three (3) Active Members will be appointed by the Board of Directors no later than November 30th of each election year. Board of Directors must receive the consent of Board of Trustees before the announcement of the Nominating Committee.

Section 2. Special Committees

The President may designate three (3) or more persons to constitute a special committee for any purpose, provided that such committee or committees shall have and may exercise only the power of recommending action to the Board of Directors.

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Article VIII

Officers of the Corporation

Section 1. Elected Officers

The elected officers of the Corporation shall be the President, Vice President, Treasurer, Secretary, Membership Coordinator and such other officers as may be elected in accordance with the provisions of Article III. All elected officers must be members of the Board of Directors. An elected officer may not serve in the same office capacity for more than two (2) consecutive terms.

Section 2. President

The President shall have general supervision of the activities and affairs of the Corporation. He or she shall preside when present at the meetings of the Active Members and Board of Directors and shall confirm that a quorum is present before conducting any business at such meetings.

Section 3. Vice President

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 by the President or the Board of Directors.

Section 4. Secretary

The Secretary shall see that notice is given of all regular and special meetings of the Board of Directors and members as set forth herein or as required by the law and shall keep and attest true records of all proceedings at all meetings of the Board of Directors and members.

Section 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.

Section 6. Membership Coordinator

The Membership Coordinator shall generally perform all duties usually pertaining to the office of membership coordinator of a non-profit corporation, including but not limited to compiling, keeping and/or maintaining the Membership Applications and Membership List.

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Article IX

Miscellaneous

Section 1. Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 2. Seal

The Corporation's seal shall be in such form as shall be adopted and approved from time to time by the Board of Directors.

Section 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.

Section 4. Checks, Drafts, and Deposits

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer and countersigned by the President or Vice President. Instruments with amounts greater than $4,000 must be approved by Board of Trustees within seven (7) days.

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Article X

Dissolution

Section 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 purpose and which qualify as exempt organizations under Section 501(c)(3) of the Code.

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Article XI

Indemnification

Section 1. Indemnification

Starting in 2013, the Corporation shall indemnify and defend 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, because of the fact that the person is or was a Director or an officer of the Corporation, or a member of the Corporation's Board of Trustees, Nominating Committee or any other special committee, to the fullest extent permitted under the Act or other applicable law.

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Article XII

Amendments

Section 1. Amendments

These Bylaws may be altered, amended or repealed, or new bylaws may be adopted by the affirmative vote of a majority of all Active Members with voting rights 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.

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Article XIII

Effective Date

Section 1. Effective Date

These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately upon their adoption in accordance with provisions of Article XII.

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