BY-LAWS
TURKISH AMERICAN CULTURAL ASSOCIATION OF GEORGIA BYLAWS
ARTICLE I. NAME AND PURPOSE
Section I. The name of this civic, domestic non-profit organization is the TURKISH AMERICAN CULTURAL ASSOCIATION OF GEORGIA. It was organized under the laws of the State of Georgia and was granted a charter on August 1, 1977 with Entity Control Number H706643 by the Georgia Secretary of State. In these bylaws it may be referred to as the Association or TACAGA.
Section II. The purpose of TACAGA is to operate as a volunteer-based organization
1. To spread general knowledge of Turkey’s language, history, culture, art, political, economic and social way of life
2. To strengthen relations between the U.S. and Turkey
3. To promote public understanding and fair treatment of issues concerning Turkish Americans
4. To pursue the interests of Turkish Americans and friends of Turkey
Section III. In order to achieve its objectives, the Association:
1. Shall organize conferences, seminars, lectures, language classes, gatherings, picnics, parties, music programs and other similar educational and cultural events
2. Shall publish and distribute periodicals to the membership
TACAGA
Address: TACA P.O. Box 190013, Atlanta GA 30119-0013
Email: info@tacaga.org,
URL: http://www.tacaga.org
3. Shall cooperate with similar associations, corporations and organizations established in other states of the U.S.A and in Turkey
4. Shall organize celebrations of Turkish national and religious holidays
5. Can acquire real estate through donations or purchases; can assign others for relevant plans and projects; can establish trusts and their rules for the administration of such assets.
ARTICLE II. MEMBERSHIP
Section I. Eligible Member: Any Georgia State resident, regardless of race, origin, nationality, religion, creed, age, class or sex is eligible for Individual, Student or Family Membership.
Section II.
Member: An eligible member becomes a Member upon consent of the Board of Directors, which shall not be unreasonably withheld. A Member becomes Member in Good Standing upon payment of the Membership dues and the consent of the Board of Directors. The Membership Term starts after the election of the new Board and ends at the end of December of the same year.
Section III. Categories of Membership:
1. Individual Member: Any Member in good standing who is over the age of eighteen may become an Individual Member. An Individual Member has voting rights and has exactly one vote. An Individual Member who has resided in Georgia for two or more years may serve on the Board of Directors. An Individual Member who is over the age of twenty-one and has resided in Georgia for two or more years may serve on the Executive Board (see Article IV, Sections I and II).
2. Student Member: Any Individual Member who is a student is a Student Member. A Student Member has voting rights and has exactly one vote. A Student Member may be elected to the Board of Directors. A Student Member who is a graduate student may serve on the Executive Board.
3. Family Member: A Family Member consists of two adults and/or children under 18. The two adult members have two voting rights. All children over 18 must pay an individual membership fee to be eligible to vote.
4. Silver Member: The benefits include recognition as Silver Member of TACAGA to be published at the end of the year, a quarter-page advertisement in AYYILDIZ, 5% discount on all paid TACAGA activities. A Silver Member has up to two voting rights. For voting rights, restrictions on the Individual, Student or Family Membership, whichever is appropriate, apply.
5. Gold Member: The benefits include recognition as Gold Member of TACAGA to be published at the end of the year, a half-page advertisement in AYYILDIZ, 10% discount on all paid TACAGA activities. A Gold Member has up to two voting rights. For voting rights, restrictions on the Individual, Student or Family Membership, whichever is appropriate, apply.
6. Corporate Member: The benefits include recognition as corporate member of TACAGA to be published at the end of the year, a full-page advertisement in AYYILDIZ, 15% discount on all paid TACAGA activities. A Corporate Member has up to two voting rights. For voting rights, restrictions on the Individual, Student or Family Membership, whichever is appropriate, apply.
7. Honorary Member: The Board of Directors may elect to bestow Honorary Membership to one or more persons who are recognized for their outstanding contributions to TACAGA and who are considered to be assets for the Association because of their social standing or their accomplishments in the community. The honorary members do not pay any dues. They may assist but cannot vote in the general elections and cannot be elected to the Board of Directors.
8. Nonresident Member: Any person who is not a Georgia resident may become a Nonresident Member for a year upon making a donation of $25 or more to the Association. A Nonresident Member does not have any voting or election rights.
Section IV. In the event the Board of Directors may decide to revoke or suspend the membership of a member, the member has the right to take his case to the General Meeting. In the event the Board of Directors denies the membership to an eligible member, the eligible member has the right to take his case to the General Meeting.
Section V. Membership fees shall be determined at a General Membership.
ARTICLE III. MEETINGS
Section I. The General Meeting constitutes all the Members in Good Standing of the
Association. The General Meeting is the ultimate decision making body of the Association.
Section II. The Board of Directors shall decide on time and place of the meetings.
Section III. Categories of meetings:
1. General Meeting: The General Meeting shall convene in January every two (2) years.
The Board of Directors shall invite the Membership for a General Meeting with a letter
specifying the agenda. The agenda for a General Meeting consists of:
a) Election of the Presiding Committee
b) Reading of the activities report of the outgoing Board of Directors
c) Approval of the financial report of the Association
d) Approval of the financial report of the special committees
e) Counting of the ballots cast by mail and the election of the new Board of Directors
f) Election of Auditors
g) Suggestions for the newly elected Board of Directors Any request for adding items to the agenda must be made to the President fourteen (14) days before the General Meeting and must be in writing.
2. Special General Meetings : A Special General Meeting may convene in the following
cases:
a) A written request signed by at least one tenth (1/10) of the total members in good standing. Upon receipt of such a request, the Board of Directors shall specify the time, place, and the agenda and call for a Special General Meeting after twenty-one (21) days
b) The Board of Directors may call for a Special General Meeting to present and discuss the activities resulting from mandates assigned in the previous General Meeting
Section IV. General Meetings shall be presided by a Presiding Committee consisting of a
Chair, Co-chair, and a Secretary, to be elected from amongst the members in good standing present, by
the members in good standing present at the beginning of a General Meeting.
Section V. In General Meetings, a simple majority of members in good standing shall constitute the quorum. In case such a quorum cannot be obtained at the first meeting, a second meeting shall be called for thirty (30) minutes later, at which time the members in good standing shall constitute a quorum.
Section VI. The decisions in a meeting shall be taken by the majority of the votes on all the subjects brought to the meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section I. The Board of Directors is the administrative body of the Association and consists of eight members in good standing. The Board of Directors are elected by the process defined in Article VII. In these bylaws the Board of Directors may be referred to as the Board. The positions on the Board of Directors shall be a President, a Vice President, a Secretary, a Treasurer, and four (4) Directors.
Section II. The Executive Board consists of the President, the Vice President, the Secretary
and the Treasurer.
Section III. The Board shall have full supervision and control over the functions and activities of all Board members and all committees except in such matters, which may be otherwise provided for in these bylaws.
Notwithstanding the above or any other bylaw to the contrary, no Board member shall receive any sanction whatsoever until that member is first made aware of the complaint and given an opportunity to be heard.
Section IV. The Directors shall be elected for a period of two years. To the positions of
President, Vice President, Secretary, and Treasurer, the nominee who received the highest number of votes for each position is elected. The top four (4) vote getters for the position of Director are elected as Directors.
Section V. In case of death, resignation, termination, or disability of the President, the Vice
President shall act as President for the remainder of the term. In case of absence of the President, the
Vice President shall act as President for the duration of absence.
Section VI. In case of death, resignation, or disability of the Vice President, the Secretary, or the Treasurer, the position shall be filled by appointment by the Board from the Directors for the remainder of the term. In case of absence of the Vice President, the Secretary, or the Treasurer, the position shall be filled by appointment by the Board from the Directors for the duration of absence.
Section VII. In case of death, resignation, or disability of a Director, the position shall be filled by the recommendation of the Board from the membership. The President appoints the recommended candidate. In case of absence of a Director, the President may decide if the Director position needs to
be filled for the duration of absence.
Section VIII. The Board may terminate the term of a Director upon approval of resignation.
Section IX. Should any member of the Board fail to attend three (3) consecutive regular meetings of the Board, without any satisfactory excuse, the position held by that member may be declared vacant by a majority vote of the Board members.
ARTICLE V. DUTIES OF THE BOARD OF DIRECTORS
Section I. The Board shall meet upon request of the President. The Secretary shall call the meetings. The President shall decide on the place of the meeting. The call for meetings shall be at least twenty-four (24) hours in advance; however, in case of an emergency, this period of no tice can be reduced to two (2) hours.
Section II. The simple majority of the Board members shall form the quorum. The decisions shall be taken by the majority of the votes on all the subjects brought to the meeting. Each Board Member, with the exception of the President shall have the right for one vote; however, in case of equal number of votes, the President’s vote shall be the deciding vote.
Section III. It shall be the duty of the President to preside at all meetings, preserve order, appoint all committees, and call meetings of the Association. The President shall supervise the affairs of the Association, and shall perform such other duties are incident to her position. The President shall have such further power, authority, and duties, as the members in the General Meeting shall prescribe.
Section IV. It shall be the duty of the Vice President to perform the duties of the President during the absence of disability of the President. The Vice President shall have such other duties as may be assigned to her by the President or by the members in the General Meeting.
Section V. It shall be the duty of the Secretary to keep correct records of the proceedings of all meetings, conduct the correspondence of the Association, and perform all other duties pertaining to her office, or which may be assigned to her by the Board.
Section VI. The Treasurer shall be custodian of all funds and monies of the Association. The Treasurer shall supervise the keeping of accurate records of all receipts and disbursements, shall submit the books and records to the Board for inspection as often as may be required, and shall obtain an audit of the affairs of the Association each year by the Auditors elected at the General Meeting.The Treasurer shall submit a report of the financ ial condition of the Association to the membership at the General Meeting.
Section VII. It shall be the duty of the Directors to perform duties assigned by the President, or
the Board.
ARTICLE VI. COMMITTEES
Section I. The committees are of two kinds: Standing Committees and Special Committees.
1. Standing Committees of the organization are: Nominating Committee, Ayyildiz Committee, Picnic Committee, Republic Day Celebration Committee (the Ball and other activities), Educational Activities Committee (Turkish Language Classes), Web Site Management and Maintenance Committee, and future standing committees.
2. Special Committees are: April 23, Children’s Day Celebration committee, Arts Council and other regular or impromptu committees whose proposed event in or for a given activity year is assessed according to Articles VIII, IX and X.
Section II. Formation: The incoming Board of Directors forms Committees during the first month of their term of service for the Association. The president shall facilitate committee formation and appoint committee chairs to assist in administering the affairs of the Association.
Section III. Composition: Each committee shall have a Chair and a Co-Chair. A Standing Committee chair is a member of the Board of Directors. A Special Committee chair is designated by that Special Committee. The President appoints the Standing Committee Chairs during the first two weeks of the Board’s term of service for the Association. Committee Chairs shall find Co-Chairs for their committees, in tandem with the President and with the approval of the Board of Directors. Cochairs shall be members in good standing. They are selected from among the general membership.
Section IV. Size: The committee size may consist of but not limited to 4-7 members. It is strongly advised to have one member in each committee to be elected by the General Membership during elections.
Section V. For special events, the President may facilitate formation of larger committees. The
decision is made and approved by the Board of Directors.
Section VI. Each committee shall present a proposal that shall include a budget, for planned activities within six weeks after a new Board of Directors are elected.
Section VII. The President may appoint special committees, deemed necessary or desirable during the term of the new Board’s term of service. Approval by the Board of Directors is necessary for these committees’ formation.
Section VIII. The Board of Directors shall assess and monitor duties, power, and authority of standing committees. It also determines or approves of the duration of special committees, and monitors their performance within the context and during the term of their collaboration.
ARTICLE VII. NOMINATING COMMITTEE AND ELECTION PROCEDURE
Section I. At least ninety (90) days before the General Meeting, the President, by and with the
approval of the Board of Directors, shall appoint a nominating committee consisting of at least three
members of the Association who are in good standing, one member of such nominating committee
being designated as Co-chair. The names of such nominating committee members shall be published
after their appointment. No member of the nominating committee shall be nominated for a position on
the Board of Directors.
Section II. Any Individual, Student, or Family Member who has resided in Georgia for two years and has been a Member in Good Standing for two years may nominate him/herself or another member for any position on the Board of Directors. The nomination must be presented to the Chair or Co-chair of the Nomination Committee at least forty-five (45) days before the General Meeting.
Section III. It shall be the duty of the Nominating Committee to nominate candidates for all positions of the Board of Directors, which are to be filled at the General Meeting. The Nominating Committee determines the number of candidates for a Director position. The names of all nominees shall be posted on the Association’s web site and ballots shall be mailed to the members in good standing at least thirty (30) days before the General Meeting.
Section IV. The Nominating Committee may reject the nomination of a candidate with reason, which is communicated to the nominee verbally and in writing.
Section V. Each Member in Good Standing may cast one vote for each position on the Board of Directors. No ballot shall be counted that contains votes for persons who have not been nominated, or that contains votes for more nominees or less nominees for the Board of Directors than are to be elected.
Section VI. Voting members will not be identified by name. Each ballot will have a unique identification number.
Section VII. Each ballot must be received by the last business day prior to General Meeting for the elections by TACAGA.
ARTICLE VIII. SPECIAL COMMITTEES
Section I. Each special events committee is formed in conjunction with an autonomous organization, which has or has not acquired a non-profit association status. Special event committees include committees formed in conjunction with student organizations (such as TSO at Georgia Tech, TSA at Georgia State University). Each special committee is formed according to Article VI, sections II, III, IV or V.
Section II. Each special committee is formed either upon an autonomous organization’s request for support, sponsorship or collaboration for an event or a number of events for a period of time, as agreed upon and approved by executive branches of each party. Or, the Board of Directors may approach an autonomous organization for partnership or collaboration for a special event or a number of such events for a period of time, as agreed upon and approved by executive branches of each party.
Section III. Each special committee’s functions are assessed, and performance is monitored according to Article VI, sections VI and VII I as well as Article X, sections II, III, and IV.
Section IV. Special Committees who have been active for a number of years in conjunction with the Association are Regular Special Committees.
Section V. Regular Special Committees are expected to observe Article VI, Sections VI and VIII for continuance of their collaboration with the Association.
Section VI. Impromptu Special Committees shall be initiated and run by members in good standing who propose, individually or in small groups, an activity that may not be among the Board’s planned activities. These proposals are assessed according to Article IX, section 1.
Section VII. Impromptu Special Committees shall carry out their duties in tandem with the
President. Their activities are assessed and monitored according to Article VI, Section VIII as well as
Article X, Sections II, III and IV.
ARTICLE IX. CONDUCT FOR SPECIAL COMMITTEES
Section I. A special committee’s proposal is assessed and approved according to six criteria:Principle, Convention, Novelty, Need, Means and Finances.
1. Principle : A proposed event shall be in compliance with the general mission of the organization.
2. Convention: An event or a number of events have been organized for a number of years. Their continuance has become a custom for the Association, or its organizers are Members in Good Standing who are active in organizing such events.
3. Novelty: A customary special event proposes to change its activity/activities. A larger or smaller extent of collaboration is proposed.
4. Need: For initiating, continuing or changing a proposed activity, a special committee’s need for support or collaboration is more pronounced and this need is (dis)proportionate to the benefits of the service it provides.
5. Means: Means are manpower/human resources, money, tax benefits/status, or organizational support.
6. Finances: The financial means of the Association for a special event in a given activity year and its financial commitments are the finances pertinent to a proposal’s assessment.
Section II. The Board of Directors answers the special committees within a maximum of five weeks after the submission of their proposals. This answer shall be a written message (e- mail or regular mail with tracking number) and indicate clearly the criteria for the Board’s decision.
Section III. A Proposal may be accepted or rejected based on all or some of the criteria listed in Section I. The Board of Directors’ support for the organization of any proposed special event may be partial or provisional. Collaboration/Cooperation is achieved as agreed upon by the executive branches of each party. Article VI, Sections VI and VIII apply.
ARTICLE X. FINANCES OF COMMITTEES
Section I. Proposed Budget: Each and every committee’s proposal for a planned activity shall include a budget. The Board of Directors has discretion to grant funds that may or may not be a perfect match for the estimated budget in the proposal.
Section II. The Board’s total expenditures for activities of special committees shall not exceed 25% of the total monies of TACAGA. Article XI, Section II applies.
Section III. Fundraising: TACAGA’s mission and principles shall determine fundraising activities of special committees. Conflict of interest with sponsors (individuals, groups or associations), their mission and principles are unacceptable.
Section IV. The Board of Directors shall have discretion to collect monies for committees,
special and standing, in fundraising drives.
Section V. Sharing Proceeds : Monies given to special committees are expected to be replenished. In case of profit making, the priority is to reimburse TACAGA. Should further profit be made, the discretion to spend those monies belongs to the special events committee.
Section VI. Accounts and Audits: Special committees close their accounts within a maximum of four weeks after the event. TACAGA treasurer collects receipts filed during this period. TACAGA’s auditing procedure in Article XI, Sections VI and VII apply.
ARTICLE XI. RESTRICTIONS ON THE BOARD OF DIRECTORS
Section I. The Board shall decide to acquire any property or equipment necessary to carry out
the objectives of the Association.
Section II. Decisions for expenditure over three thousand ($3,000.00) shall be taken to the
General Meeting for approval. This amount is subject to review in the General Meeting.
Section III. Decisions regarding the costs associated with the entertainment functions such as
the Annual Republic Ball, the New Year Party shall not be taken to the General Meeting for approval
provided that the estimated loss, if any, does not exceed $3,000.00.
Section IV. Annual Membership dues, income from advertisements on the web site and in the
newsletters/Ayyildiz, contributions, donations and proceeds of fund raising functions shall constitute
the sources of funds for the Association. Voluntary contributions and donations shall be accepted from
members and non- members. The Board of Directors shall decide fund raising activities.
Section V. The funds of the Association shall be disbursed for:
1. Expenses necessary to carry out activities of the Association including rental or purchase of premises to carry out the objectives in these bylaws
2. Contributions to the victims of natural or man- made disasters in Turkey or elsewhere upon approval of the Board.
Section VI. At the General Meeting two (2) Auditors shall be elected by the members in good standing present, from amongst the members in good standing present. Auditors shall be independent from the Board of Directors and they shall serve for a period of two (2) years. The duties of the Auditors shall be to oversee the activities of the Board of Directors by annual auditing and to report to the General Meeting at the end of the term of duty upon final audit to be carried out at least thirty (30) days before the General Meeting. The Auditors may attend to the Board meetings but cannot vote.
Section VII. Directors of the Board and Auditors shall not receive any payment from the Association in compensation for their services.
ARTICLE XII. DISSOLUTION
Section I. In case of dissolution, the assets of this Association shall be turned over to one or
more organizations which are exempt as organizations described in Sections 501(c3) and 170(c) of the
Internal Revenue Code of 1954 or corresponding section of any prior or future Internal Revenue Code
or to the Federal State or Local Government for exclusive public service.
ARTICLE XIII. AMENDMENT OF BYLAWS
Section I. Except as provided in Section II below these bylaws may be amended any time upon written recommendation from at least one tenth (1/10) of the total number of Members who are in good standing.
Section II. The bylaws need not be amended should the Board of Directors decide to change any time sensitive items such as allocation of funds, and timelines such as proposal evaluation deadlines. In case of such amendment, the Board of Directors must inform the membership by mail/email before such changes are implemented, and must publish the changes in Article XIV, Amendment History, of the bylaws.
ARTICLE XIV. AMENDMENT HISTORY
Amendment I: This present amendment to the previous bylaws signed by Gonul Oran, Nur Cankat, is
prepared by the bylaws committee of Sinasi Bilsel (Committee Chair), Sermet Akbay, Catherine Day, Erhan Ercan, Gönul Ertem, Mazlum Kosma, Ozgur Kurç, Acar Nazli, and Orhan Yenihayat; and subsequently presented to and approved by the majority in the General Meeting on May 23, 2004.
This amendment comprises the following:
Membership Categories, Term of Board of Directors, Types of Committees, and Election Procedure.
Date: May 23, 2004
Signed By: Ann Tunali (Presiding Committee Chair), Tulin Morcol (Presiding Committee Vice-Chair)
Meltem Alemdar (Presiding Committee Secretary)
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