"Yurtta sulh, cihanda sulh!"
Mustafa Kemal Ataturk
BYLAWS OF THE INDIANA - AMERICAN TURKISH ASSOCIATION - TOGETHER UNIVERSAL RESPONSIBLE KIND, INC.
[ARTICLES OF INCORPORATION OF A PUBLIC CHARITY CORPORATION]
This Bylaws document shall be supplemented as needed by standard operating procedures documents that describe the implementation of the Bylaws. Article 2.2.1, 2.2.2, 2.2.3, and 5.1.4 of this bylaws shall not be deleted, revised or superseded.
ARTICLE 1: NAME, STATUS, PRINCIPLES OF ORGANIZATION AND OPERATION, AND LOCATION
1.1 The name of the organization shall be “Indiana - American Turkish Association - Together Universal Responsible Kind, Inc.”, hereafter referred to either as “Corporation”, or under its assumed name “IN-Ataturk”.
1.2 IN-Ataturk is organized as a not-for-profit, public charity corporation recognized as exempt from Federal income tax under the Section 501(c) (3) of the Internal Revenue Code and is compliant with the Indiana Nonprofit Corporation Act 1991. IN-Ataturk shall limit its purposes to those described in Section 501(c)(3) of the Internal Revenue Code, shall not expressly permit activities that do not further its exempt purposes, and shall permanently dedicate its assets to its exempt purposes.
1.3 In its operations, IN-Ataturk shall refrain from participating in political campaigns of candidates for local, state or federal offices, shall restrict its lobbying activities to an insubstantial part of its total activities, shall ensure that its earnings do not inure to the benefit of any individual, shall not operate for the benefit of private interests or conduct trade or business not related to its exempt purpose, and shall not have purposes or activities that are illegal or violate fundamental public policy.
1.4 IN-Ataturk shall be based in the State of Indiana. It may own, purchase or lease property to base its operations, and own equipment necessary for its activities. It may temporarily rent facilities suitable of its functions. The Corporation’s current address is IN-Ataturk 17520 Dartown Rd, P.O. Box 241, Westfield, IN 46074.
ARTICLE 2: PURPOSES, GOALS AND ACTIVITIES OF THE CORPORATION
2.1 The exempt purposes of IN-Ataturk shall be educational, cultural, and charitable.
2.2 The goals, missions and activities of the Corporation to fulfill its purposes shall be as defined in this section.
2.2.1 Facilitate connectivity, interaction and collaboration among the Turkish Americans residing in Indiana who promote and preserve ideals of Mustafa Kemal Ataturk (Founder of Republic of Turkey).
2.2.2 Promote the principles of Ataturk which include primarily peace, humanitarianism and diversity.
2.2.3 Promote secularism.
2.2.4 Promote the social welfare of its members by developing and fostering cultural and social awareness and relations between the American and Turkish communities both directly and indirectly.
2.2.5 Increase awareness of Turkish culture, language and heritage.
2.2.6 Assist with the integration into existing American communities of Turks, who have migrated to Indiana.
2.2.7 Disseminate knowledge regarding history, folklore, art, music and literature of Turkish peoples.
2.2.8 Educate all interested individuals on the Turkish language, culture, traditions, and history.
2.2.9 Organize educational and cultural programs, meetings, seminars, workshops and festivities to promote the missions of the Corporation.
2.2.10 Sponsor or co-sponsor lectures, concerts and exhibits relevant to Turkish culture and which promote the mission of the Corporation, organize charitable fundraising events and auctions to support the mission of the Corporation.
2.2.11 Assist persons in fulfilling their educational and scientific missions, and for other humanitarian causes.
2.2.12 Represent the Turkish culture in meetings, exhibits, festivals, fairs and other similar events.
2.2.13 If needed within the missions of Corporation, meet or connect with Turkish and US government officials, other association or company representatives.
2.2.14 Provide educational information to the public media and publish newsletters and articles relevant to culture, and history of the Turkish Americans as needed.
2.2.15 Factually enlighten and educate the public, especially whenever inaccurate information on Turkish history, Turkey and Ataturk is disseminated.
ARTICLE 3: MEMBERSHIP
There are two types of membership, Voting and Non-Voting memberships:
3.1.1 Eligibility for membership: Voting-members shall be those who are at least 18 years old. Application for voting-membership shall be gained through referral from the IN-Ataturk Board of Directors (Hereafter referred to as BOD of IN-Ataturk). Membership is granted after BOD of IN-Ataturk approval, completion and receipt of a membership application and annual dues. All memberships shall be granted by unanimous voting of the BOD of IN-Ataturk. Junior members shall be those who are between the ages of 13 and 18 and children of member(s) in good standing. In general, both parents need to be members, but custodial parent membership is also sufficient in case parents are divorced. All voting-members should abide with the Articles of Incorporation, Mission Statement and Bylaws of IN-Ataturk.
3.1.2 Annual dues: The amount required for annual dues shall be $30 per individual for voting-members each calendar year, unless changed by a majority vote of the members at an annual meeting of the full membership. Junior members do not pay membership dues. Continued membership is contingent upon being up-to-date on membership dues.
3.1.2 Rights of voting-members: All Voting-members in good standing shall have the right to vote at general and election meetings and be nominated and elected as a member of the Board of Directors. Junior members shall have the right to vote at only election meetings.
3.1.3 Resignation: All resignations from voting-membership shall be made in writing and sent to the BOD of IN-Ataturk. No annual membership due for the remaining part of the fiscal year shall be refunded to a member who resigns.
3.1.4 Expulsion: The BOD of IN-Ataturk can recommend and initiate action for the expulsion of any voting-member whose activities are considered to have conflict with the mission, goals and purposes of IN-Ataturk. The BOD of IN-Ataturk may put this recommendation into effect by approval of two-thirds majority of the attending Board members. The member shall be given a written notice at least 15 days prior to the expulsion effective date.
3.2 Non-voting membership:
The board shall have the authority to establish and define non-voting categories of membership.
3.2.1 Eligibility for membership: Nonvoting-members shall be of those who are at least 18 years old, who are committed to promote and serve the mission of IN-Ataturk, and who have completed membership application form and paid their annual dues. All non-voting members should abide with the Articles of Incorporation, Mission Statement and Bylaws of IN-Ataturk.
3.2.2 Annual dues: The amount required for annual dues shall be $10 per individual non-voting members each calendar year, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
3.2.3 Rights of non- voting members: Non-voting members shall not have any voting rights and special privileges related to governance of the organization.
3.2.4 Resignation: All resignations from non-voting membership shall be made in writing and sent to the BOD of IN-Ataturk. No annual membership due for the remaining part of the fiscal year shall be refunded to a member who resigns.
3.2.5 Expulsion: The BOD of IN-Ataturk can recommend and initiate action for the expulsion of any non-voting member whose activities are considered to conflict with the mission, goals and purposes of IN-Ataturk. The BOD of IN-Ataturk may put this recommendation into effect by approval of two-thirds majority of the attending Board members. The member shall be given a notice at least 15 days before the expulsion becomes effective.
3.2.6 Nonvoting members may be required to pay a fee to receive certain IN-Ataturk benefits.
ARTICLE 4. MEMBERS’ GENERAL ASSEMBLY
4.1 Annual meetings: For transaction of business, the voting-members in good standing shall congregate at least once annually at the Members’ General Assembly, henceforth referred to as the “Assembly”. The regular annual Assembly shall occur during the month of December, at a place located in Central Indiana, date and time designated by the BOD of IN-Ataturk. Under extraordinary circumstances, the BOD of IN-Ataturk shall have the authority to postpone the Annual Assembly for up to one month, by announcing valid reasons to the membership.
4.2 Special meetings: The Assembly may also convene for special sessions (occasional assembly) no more than four times a year, whenever urgent decisions by the membership are requested. A special session shall be scheduled by the BOD of IN-Ataturk whenever requested by: [a] the majority vote of the BOD of IN-Ataturk or [b] a unanimous decision of the voting-members.
4.3 Notice of meetings: At least one month prior to a planned Assembly, the BOD of IN-Ataturk shall transmit to the voting-members by remote communication or alternate means an itemized agenda that shall include a list of the issues that require a “yes or no” vote. Whenever elections are scheduled to take place, the agenda shall also include the slate of candidates identified by the BOD of IN-Ataturk. At least one week prior to the scheduled Assembly, any group of not less than 10 voting-members shall be allowed to submit specifically defined issues to be discussed or voted on, which may include additions to the slate of candidates for any election.
4.4 Voting: A voting-member in good standing participating in an Assembly shall have voting rights on all items on the agenda. Junior members shall have voting rights on elections only. Non-voting members do not have any voting rights. Online, email or proxy voting shall not be utilized. The vote shall be taken by “show of hands”. A simple majority of the votes shall determine the outcomes, unless specified otherwise in other sections of the Bylaws.
4.5 Quorum: The required quorum for a valid Assembly shall be 60% of the voting-members in good standing. Board President, or in his /her absence, Vice President shall preside over the non-election Assembly session, with the assistance of one or more voting-members he/she shall select. A meeting chair shall be elected by majority of voting-members at the beginning of election meetings. Meeting chair is responsible to run the election meetings within limits of the agenda items. In case the required quorum is not established at an Assembly, the session shall be considered invalid; in that instance, the Board of Directors shall be obligated to reschedule the Assembly no more than two weeks from the initial date. The Board of Directors shall have the option to reschedule the Assembly either to convene in person at a specified place located in Central Indiana. In re-scheduled assembly situation, the quorum is not required.
4.6 General Audit: The books of the corporation shall be audited annually at the close of each fiscal year by auditing committee selected by the BOD of IN-Ataturk. The auditing committee shall work independently of the BOD of IN-Ataturk and selected preferably from voting-members or as an outside consultant. The audit and any necessary corrective action(s) will be reviewed at the Assembly. The fiscal year shall commence on the 1st day of January and shall terminate on the 31st day of December of any given year.
4.7 Certain decisions the Assembly shall be authorized to make are listed below.
4.7.1 Elect the Board of Directors, propose candidates for election.
Amend the Corporation Bylaws (except for articles 2.2.1, 2.2.2, 2.2.3, and 5.1.4 of the Bylaws).
4.7.2 Debate, approve or disapprove reports or proposals submitted by the Board of Directors.
4.7.3 Review the financial standing of the Corporation and approve budget deficiencies presented by the BOD of IN-Ataturk.
4.7.4 Delegate authority and provide guidelines to the Board of Directors to purchase sell or mortgage any real estate on behalf of the Corporation; ascertain that under such circumstances there shall be no conflict of interest.
4.7.5 Dissolve the Corporation.
ARTICLE 5. BOARD OF DIRECTORS
Members of the Board of Directors shall be elected by the General Assembly.
5.1 Board role: The Elected Board of Directors will choose the President and the rest of the Officers of the Association at their first meeting. The affairs of the corporation shall be managed by the BOD of IN-Ataturk.
5.1.1 The BOD of IN-Ataturk shall make policies, set guidelines and establish procedures for the operation of the corporation and approval of the corporation’s annual budget. The BOD of IN-Ataturk shall conduct business on behalf of the all the members, abide with and implement the decisions of the Members’ General Assembly, and act in accordance with the Corporation Bylaws.
5.1.2 The BOD of IN-Ataturk shall be responsible for recruiting members, presenting and commenting on membership applications and participating in procedures relative to dismissal from membership.
5.1.3 The BOD of IN-Ataturk shall present a comprehensive report on the state of the Corporation to the annual Members’ General Assembly, including suggestions for future activities. At other times, appointed directors (Committee) shall be available to respond promptly to queries and suggestions submitted to them by the voting-members as well as by the public media.
5.1.4 Each Director shall make a special effort to raise funds and solicit for donations or for establishment of endowments on behalf of the Corporation. The approval of the BOD of IN-Ataturk is required for accepting any donations. The BOD has the right to accept or reject any donations. Donations that for some reason pose a risk to the reputation of the Corporation or has a conflict with the mission of the corporation will be rejected.
5.1.5 Appointed Directors shall be responsible for participating in events or programs that are intended to promote the cultural and educational missions of the Corporation.
5.2 Board size and compensation: The BOD of IN-Ataturk shall be composed of at least three of current directors and two of previous directors and shall have an odd number of directors. The number of directors elected at an annual meeting shall be maintained for the entire term. Each Board member should not be related by blood or marriage. The current Board of Directors may define the number of Directors (not exceeding nine (9)) in the following election. Directors need not be residents of Indiana but must be voting members of the corporation. Any director who ceases to be a voting-member of the corporation shall cease being a director of the corporation. No Director shall receive compensation for any service he/she may render to the Corporation or use his/her relationship with the Corporation for personal benefits. A Director shall be reimbursed for actual expenses incurred in the performance of his/her duties as approved by the BOD of IN-Ataturk. Board members cannot claim personal ownership or exclusive access to IN-Ataturk’s bank accounts, properties, tools, equipment, services or titles of the corporation.
5.3 Terms: All board directors shall hold office for a period of two (2) years following his election and until his successor shall have been elected.
5.4 Meetings and notice: The BOD of IN-Ataturk shall meet at regular interval, at least once a month. The President, and in his/her absence the Vice President shall preside the meetings of the Board of Directors, set the agenda, and arrange the dates, times and configuration in advance of meetings. It is required to have at least two of BOD one of them being president or Vice President. Whenever special circumstances demand, additional meetings shall be scheduled by the President. A meeting may take place either by attendance in person at a designated location, or by remote communication; an individual voting-member may participate in a meeting via teleconference. The decisions shall be made by the simple majority vote of participating voting-members in-person or remotely. Any Director, who has not participated in any meetings scheduled within three months period, can be replaced by the respective alternate voting-member based on the decision of the Board of Directors, as identified at the most recent election.
5.5 Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of voting-members at the annual meeting. Directors will be elected by a simple majority of voting-members present at the annual meeting.
5.6 Duties Board of Directors: There shall be four essential officers of the board, consisting of a president, secretary, treasurer and director of formal affair. The vice president will be elected among from the secretary, treasurer and director of formal affairs. Based on the number of the elected of board of officers, the BOD of IN-Ataturk may additionally fill the following positions: Director of Event Planning, Director of Marketing, Director of Alliances and Corporate Relations. Duties of any unfilled position(s) will be shared by the existing members of the board.
5.7 The duties of essential officers are as follows:
5.7.1 The President shall have the specific responsibilities listed below, in addition to the generic responsibilities.
126.96.36.199 Oversee and coordinate the daily activities and operations of the Corporation.
188.8.131.52 Preside at meetings of the Board of Directors, as well as all programs and events of the Corporation.
184.108.40.206 Interact with the Directors on an ongoing basis to keep them informed on management issues.
220.127.116.11 Represent the Corporation in interactions with other corporate entities or persons.
18.104.22.168 Perform any other specific duties as mandated by the Bylaws of the Corporation.
22.214.171.124 During absence of the president, elected vice president shall assume the president’s responsibilities.
5.7.2 The Vice President shall have the specific responsibilities listed below, in addition to the generic responsibilities.
126.96.36.199 Preside at meetings in the absence or inability of the President to serve.
188.8.131.52 Perform administrative functions in the absence of the President.
184.108.40.206 Perform any other specific duties as mandated by the Bylaws of the Corporation.
5.7.3 The Secretary shall have the specific responsibilities listed below, in addition to the generic responsibilities.
220.127.116.11 Monitor the implementation of Corporation’s Bylaws and other operational procedures.
18.104.22.168 Ascertain that activities of the Corporation are compliant with its status as a tax-exempt Corporation.
22.214.171.124 Maintain a comprehensive electronic registry of the voting and non-voting members, including the available means of communication with them, the status of their payments of membership dues, their skills and experience relevant to the missions of IN-Ataturk, and their history of attendance in the meetings, programs and events of the Corporation.
126.96.36.199 Establish and supervise the maintenance, quality and timeliness of the Corporation’s Internet websites.
188.8.131.52 Ensure that minutes are taken at each meeting and ensure the corporation's meeting records are maintained electronically.
184.108.40.206 Perform the specific duties of the Secretary, as mandated by the Bylaws of the Corporation.
5.7.4 The Treasurer shall have the specific responsibilities listed below, in addition to the generic responsibilities.
220.127.116.11 Maintain accurate and detailed accounts of all funds received and disbursed.
18.104.22.168 Present to the Board of Directors monthly statements of income, expenses, assets and liabilities of the Corporation.
22.214.171.124 Present to the Members’ General Assembly annual reports on income, expenses, assets and liabilities of the Corporation.
126.96.36.199 Prepare the annual budget proposal for approval by the voting-members’ General Assembly.
188.8.131.52 Issue receipts for payments received if requested.
184.108.40.206 Deposit funds received in the Corporation’s bank accounts without delay.
220.127.116.11 Reconcile all bank statements and PayPal statements received by the Corporation, and promptly resolve any discrepancies.
18.104.22.168 Perform the specific duties of the Treasurer, as mandated by the Bylaws of the Corporation.
5.7.5 The Director of Formal Affairs shall have the specific responsibilities listed below, in addition to the generic responsibilities.
22.214.171.124 File sales tax, employment tax withholdings, annual tax reports, Indiana Business Entity Report as required by the 126.96.36.199 Internal Revenue Service and the State of Indiana.
188.8.131.52 Perform other specific duties as mandated by the Bylaws of the Corporation.
5.8 Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board-meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only towards to the end of the particular board member's term.
5.9Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE 6. ADMINISTRATIVE AND FINANCIAL PROCEDURES
6.1 Funding of the Corporation shall be secured by membership fees, solicitation of donations, holding fundraising events, collecting admission fees to certain events, and receiving gifts and grants from individuals, government or private organizations.
6.2 All expenditures shall require prior authorization from the BOD of IN-Ataturk. All expenses shall be documented through itemized invoices/receipts and expense reports. All expenses shall be signed and dated by the Treasurer or in his/her absence by another BOD authorized by the Treasurer. The Board of Directors shall select the banking institutions where the Corporation shall maintain its accounts. Documents authorizing cash withdrawals in excess of $500 from Corporation’s bank accounts shall bear the signatures of the Treasurer and another BOD. Any member of BOD shall be authorized to make deposits in the Corporation’s bank accounts. Each month executed documents related to financial transactions shall be made available to the Board of Directors for review.
6.3 The Members’ General Assembly shall have the sole authority to amend the Corporation Bylaws (except for articles 2.2.1, 2.2.2, 2.2.3, and 5.1.4 of the Bylaws).
6.4 A proposal for an amendment to the Bylaws shall be prepared by the Board of Directors for submission to the Assembly under the following circumstances: [a] unanimous decision of the Board of Directors [b] joint request by 60% of voting-members in good standing. When any of these conditions are met, the Board of Directors shall formulate the text representing the amendment, either as a totally rewritten Bylaws document, or as a revision of the Bylaws in effect in the form of inserted sections or subsections. The Board shall distribute the amended document together with the document of the current Bylaws as a component of the agenda of the scheduled Members’ General Assembly. The implemented changes in the Bylaws will be clarified to the members. At the Assembly, the approval of the amendments shall require 60% of the affirmative votes of the voting-members attending the Assembly. Upon approval of the amendments, the revised Bylaws document shall be permanently posted at the Corporation’s Internet website.
6.5 The Members’ General Assembly shall have the sole authority to dissolve the Corporation. A proposal for dissolution of the Corporation shall be prepared by the Board of Directors for submission to the Assembly under the following circumstances: [a] unanimous decision of the Board of Directors or [b] joint request by 60% of voting-members in good standing. When any of these conditions are met, within 30 days the Board of Directors shall convene a special Members’ General Assembly, where the group proposing the dissolution shall present its rationale, submit it to open debate, followed by voting on the proposal. The approval of the dissolution shall require that 60 (sixty) % of the votes of the voting-members in good standing. The Members’ General Assembly that reaches a decision to dissolve the Corporation shall simultaneously appoint a special Committee of Dissolution consisting of at least three voting-members. Within two weeks of the Assembly’s decision to dissolve the Corporation, the Board of Directors shall inform by remote communication the entire membership of the decision. The Committee of Dissolution shall implement the legal process to liquidate the assets and holdings of the Corporation and deliver or distribute any residual funds among the entities identified by the Assembly at the time it reached the decision to dissolve the Corporation.
ARTICLE 7. DISSOLUTION
IN-Ataturk may be dissolved in the following occasions:
7.1 By the proposal of the BOD of IN-Ataturk and approval of the two-thirds majority of the BOD of IN-Ataturk voting membership in good standing.
7.2 By not being able to hold a General Assembly for more than two years.
By a legal judgment, due to non-compliance with the IN-Ataturk Articles of Incorporation, or financial insolvency.
7.3 In the event of dissolution, all assets owned by IN-Ataturk shall become the property of a charity, fitting under the IRS Section 501(c) (3) non-profit stature, shall be selected by two-thirds majority of the Board of Directors.
ARTICLE 8. CONFLICT OF INTEREST POLICY
BOD of IN-Ataturk and all voting-members shall follow and sign the Conflict of Interest Policy which is attached as Exhibit-A and made an integral part of these Bylaws.
BOD of Ataturk and the President shall be responsible for enforcing these guidelines and take necessary action if there is a violation.
ARTICLE 9. AMENDMENTS AND REVISION RECORD
Initial release of the IN-Ataturk By-Laws was approved by BOD of IN-Ataturk at the Board of Directors meeting dated December 12, 2018.
ARTICLE 10. BOARD OF DIRECTORS RECORD
The founding members and every BOD of IN-Ataturk shall be recorded after each election as follows:
August 30, 2018- December 2019 Founding Members and Board of Directors
BOD Title NAME/SURNAME SIGNATURE
President: Hakan Orhun (H.O.)
Secretary: Nilgün Özsoy (N.O.)
Vice President: Nilgün Özsoy (N.O.)
Treasurer: Meral Linderson (M.O.)
Director of Formal Affairs: Bengü Powell (B.A.P.)
Director of Marketing: Bensu Kollath (B.K.)
Director of Student Relations: Birhan Paylı (B.P.)
Director of Marketing: Suzan Özkan (S.O.)
Director of Event Planning: Meltem Karaca (M.K.)
Director of Alliances and Corporate Relations: Şevket Devletşah (S.D.)