BY-LAWS
OF
TURKISH-AMERICAN BUSINESS FORUM, INC.
A NEW YORK NOT-FOR-PROFIT CORPORATION
ARTICLE 1 - MEMBERS
Section 1. Class of Members. There shall be three classes of Members: Charter Members,
General Members and Corporate Members.
Section 2. Application for Membership. All applicants to become
General or Corporate members shall be required to file an application form and pay yearly
membership dues. Charter Members must abide by rules set forth in Section 3. The board of directors
reserves the right to reject any membership application.
Section 3. Charter Members. The class of Charter Members shall be
limited to natural persons who are the founding Members of the Corporation, each of whom shall make
a capital contribution of $1,000 to the Corporation. It is presently contemplated that, at the
formation of the Corporation, there shall be no more than 20 Charter Members. However, additional
Charter Members may be elected at any time upon request of any two Charter Members and the
affirmative vote of two thirds of all Charter Members. Any newly elected Charter member shall also
make a capital contribution to the Corporation in the amount of $1,000 or such greater amount as
may be fixed by the Board unless such contribution is waived by the affirmative vote of two thirds
of all Charter Members who are members at that time. All Charter Members, as a condition to their
continued membership, shall pay the annual dues which may be assessed upon Charter Members by the
Board of Directors. After the ninth anniversary of the formation of the Corporation, the Charter
Members, by majority vote of all Charter Members, may, but shall not be obligated to, authorize the
Board of Directors to amend these By-Laws to eliminate the class of Charter Members, so that there
shall be only one class of members of the Corporation.
Section 3. General Members. The class of General Members shall
consist of any natural person who desires to further the purposes of the Forum and who pays the
annual dues which may be assessed by the Board of Directors. No person or entity shall be denied
membership because of race, national origin, sex, age, or religion.
Section 4. Corporate Members. Corporate membership is open to
organizations, including partnerships, corporations, firms, educational institutions, foundations,
associations and any company legally incorporated under the laws of its respective country.
Corporate membership is granted to any above mentioned entity upon application to the Forum, to
become effective upon receipt of the annual dues. Each Corporate Member shall designate three (3)
people who shall serve as such Corporate Member's representatives. Each Corporate Member shall
appoint a primary representative and a proxy who shall assume the responsibilities of the primary
representative if the primary representative is unavailable. The primary representative and proxy
must be selected from the three designated individuals chosen to represent the Corporate Member.
The primary representative shall be the only representative eligible to serve on the Board. Each
Corporate Member shall fully indemnify its representative to the Board for all actions taken by
such representative in his or her capacity as a member of the Board, but only to the extent that
such Corporate Member would have indemnified such representative if such representative had taken
such actions in his or her capacity as an employee of such Corporate Member. Nothing in this
Agreement shall entitle the representative of a Corporate Member to be indemnified as if he or she
were a member of such Corporate Member’s Board of Directors. The Board of Directors may, in its
discretion, at any time and from time to time, designate various categories of membership within
the class of Corporate Membership and specify the rights and privileges which shall pertain to each
such category of membership.
Section 5. Annual Dues. Annual dues to be paid by Members shall be
determined annually by the Board of Directors. All dues shall be payable within 30 days after the
due date which shall be determined by the Board of Directors. Failure to pay dues within said
30-day period shall result in loss of membership. Dues and capital contributions are not
refundable; provided, however, that if any Charter Member shall be expelled within the first year
of his membership, then his capital contribution shall be refunded.
Section 6. Meetings. The annual meeting of all Members shall be held
each year at the place, time and date, in the month of July, as may be fixed by the Board of
Directors, or if not so fixed, as may be determined by the President of the Board of Directors.
Special meetings of all members, and special meetings of Charter Members only, shall be held
whenever called by the Board of Directors or the President of the Board of Directors.
Section 7. Notice of Meeting. Written notice of the place, date and hour of each meeting,
together with a written agenda stating all matters upon which action is proposed to be taken, to
the extent possible, shall be given to each Member entitled to vote at such meeting by mailing the
notice by first class mail, postage prepaid, or via electronic mail return receipt requested, to
each member's address as listed on the books of the Corporation, not less than 10 nor more than 50
days before the date of the meeting. Notices of Special Meetings shall indicate the purpose or
purposes for which they are called and the person or persons calling the meeting.
Section 8. Quorum; Adjournment of Meeting. At all meetings of the
members, not less than the members, present in person or by proxy, entitled to cast one hundred
votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, shall
constitute a quorum. In the absence of a quorum, the members may adjourn the meeting despite lack
of quorum. At any adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
Section 9. Organization. The president of the Board of Directors shall preside as
chairperson at all meetings of the members or, in the absence of the President an acting
chairperson shall be chosen by the members present. The Secretary of the Corporation shall act as
Secretary at all meeting of the membership, but in the absence of the Secretary, the presiding
officer may appoint any person to act as Secretary of the meeting.
Section 10. Voting. At any meeting of the members, each member entitled to vote who
is present in person or by proxy shall be entitled to one vote. Upon demand of any member, any vote
for Directors or upon any other question before the meeting shall be by written ballot. The Board
of Directors may, at its discretion, disqualify from voting all members who are at least 30 days in
arrears in their dues, provided that such disqualification applies to all members who are similarly
in arrears.
Section 11. Action of Members. Except as otherwise provided by law or by these
by-laws, any corporate action authorized pursuant to a meeting of members in which quorum was
present, shall constitute the act of the members. action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the members entitled to vote thereon,
provided that quorum is present as provided by these by-laws or the Certificate of
Incorporation.
Section 12. Removal of Members. Any General Member may be removed from membership,
with or without cause, by the affirmative vote of two-thirds at all Board members. Any Charter
Member may be removed from membership, with or without cause, by the affirmative vote of two-thirds
at all Charter Members.
ARTICLE 2 - BOARD OF DIRECTORS
Section 1. Powers and Numbers. The Board of Directors shall have general power to
control and manage the affairs and property of the Corporation in accordance with the purposes and
limitations set forth in the Certificate of Incorporation. The number of directors constituting the
entire Board after the first annual meeting shall be nineteen. The number of Directors shall not be
less than nineteen nor more than forty-nine, and subject to such limitations the number of
Directors may be increased or decreased from time to time by action by the Board of Directors, but
no decrease shall shorten the term of any incumbent director.
Section 2. Election of Term of Office. Election of Term of Office. The initial
Directors shall be the persons named in the Certificate of Incorporation. They shall serve until
the first annual meeting of the members. Directors shall be elected by the Members at the annual
meetings of the members as follows: Starting with the Fourth Annual Meeting, a majority of the
Board shall be comprised of Charter Members. Prior to the Annual Meeting of members, or earlier,
the Board shall provide notice to the members of the corporation about upcoming vacancies and
proposed nominations for the next Board. In the same notice, members of the corporation shall be
invited to elect the list of the upcoming board as proposed. Notwithstanding the foregoing, each
member shall be entitled to propose and submit for election his or her own list of prospective
slate of Board members according to procedures set forth by the Board of Directors and the members
shall be informed of such rights in the same notice sent to them prior to the Annual Membership
Meeting. There shall be no cumulative voting. Directors shall be elected by a plurality of votes
cast. Directors shall be elected to hold office for a term of two years. Only at the Fourth Meeting
of the Members, a number representing more than 50% of the Board Members shall be elected to office
for a term of only one year. Each director shall hold office until the expiration of the term for
which he or she is elected or until his or her death, resignation or removal.
Section 3. Qualifications. All Directors must be natural persons who are over the
age of 18 and who are members of the Corporation. Directors shall not serve in an ex officio
capacity (that is, as representatives of other organizations or entities).
Section 4. Newly Created Directorships and Vacancies. New created directorships and
vacancies among the directors for any reason may be filled by vote of a majority of the directors
then in office, and the directors so elected shall serve until the next annual meeting of the
members.
Section 5. Resignations. Any director may resign from office at any
time by delivering a resignation in writing to the President, and the acceptance of such
resignation, unless required by the terms thereof, shall not be necessary to make such resignation
effective.
Section 6. Removal. Any director elected by the members may be removed for cause by
a majority vote of the entire Board, at any special meeting of the Board called for that purpose,
or without cause, by two-thirds vote of the class of the members. which elected such
director.
Section 7. Meetings. Meetings of the Board may be held at any place within or
without the State of New York as the Board may from time to time fix, or as shall be specified in
the notice or waivers of notice thereof. The annual meeting of the Board of Directors in each year
shall be held immediately following the annual meeting of the members. Other regular meetings of
the Board shall be held once every two months. Special meetings of the Board shall be held whenever
called by the Board of Directors, or the President, in each case at such time and place as shall be
fixed by the person or persons calling the meeting.
Section 8. Quorum and Voting. Unless a greater proportion is required by law or
theses By-Laws, a majority of the entire Board shall constitute a quorum for the transaction of
business or of any specified item of business. Except as otherwise provided by law or by these
by-laws, the vote of a majority of the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board.
Section 9. Action by the Board. Any action required or permitted to
be taken by the Board or any committee thereof may be taken without a meeting if all members of the
Board or the committee consent in writing to the adoption of a resolution authorizing the action.
The resolution and the written consents thereto by the members of the Board or committee shall be
filed with the minutes of the proceedings of the Board or committee. Any one or more members of the
Board or any committee thereof may participate in a meeting of the Board or committee by means of a
conference telephone or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall constitute presence
in person at a meeting.
Section 10. Notice of Meetings. Notice of the time and place of each regular or
special meeting of the Board, together with a written agenda stating all matters upon which action
is proposed to be taken and, to the extent possible, copies of all documents on which action is
proposed to be taken, shall be mailed at each director, postage prepaid, or via electronic mail
return receipt requested , addressed to him or her residence or usual place of business (or at such
other address as he or she may have designated in a written request filed with the Secretary), at
least eight days before the day on which the meeting is to be held; provided, however, that notice
of special meetings to discuss matters requiring prompt action may be sent to him or her at such
address by telecopier or given personally or by telephone, no less than forty-eight hours before
the time at which such meeting is to be held. Notice of a meeting need not be given to any director
who submits a signed waiver or notice whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
ARTICLE 3 - OFFICERS, EMPLOYEES AND AGENTS
Section 1. Number and Qualifications. The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary, a Treasurer and such other officers, if any, as the Board
of Directors may from time to time appoint. All officers other than the President, shall be
nominated by the President, and such nominations shall be acted upon by the Board of Directors. One
person may hold more than one office in the corporation except that no one person may hold the
offices of President and Secretary. No instrument required to be signed by more than one officer
may be signed by one person in more than one capacity.
Section 2. Election and Term of Office. The officers of the Corporation shall be
chosen at the annual meeting of the Board of Directors held immediately following the annual
meeting of members. Each officer is elected to his/her respective office for a term of one
year.
Section 3. Employees and Other Agents. The Board of Directors may appoint from time
to time such employees and other agents as it shall deem necessary, each of whom shall hold office
during the pleasure of the Board, and shall have such authority and perform such duties and shall
receive such reasonable compensation, as the Board of Directors may from time to time
determine.
Section 4. Removal. Any officer, employee or agent of the Corporation may be removed
with or without cause by a vote of the majority of the entire Board of Directors.
Section 5. Vacancies. In case of any vacancy in any office, a successor to fill the
unexpired portion of the term may be elected by the Board of Directors.
Section 6. President: Power and Duties. The President shall preside at all meetings
of the members and of the Board of Directors, shall have general supervision of the affairs of the
Corporation, and shall keep the Board of Directors fully informed about the activities of the
Corporation. He or she has the power to sign alone, unless the Board of Directors shall
specifically require an additional signature, in the name of the Corporation all contracts
authorized either generally or specifically by the Board. He or she shall perform such other duties
as shall from time to time be assigned by the Board of Directors.
Section 7. Vice-President: Powers and Duties. The Vice President(S) shall have such
powers and duties as may be assigned to them by the Board of Directors. In the absence of the
President, one Vice President, as delegated by the President, shall perform the duties of the
President.
Section 8. Secretary: Powers and Duties. The Secretary shall act as a secretary of
all such meetings. He or she shall be responsible for the giving and serving of all notices of the
corporation and shall perform all the duties customarily incident to the office of the Secretary,
subject to the control of the Board of Directors, and shall perform such other duties as shall from
time to time be assigned by the Board of Directors.
Section 9. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be
kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit
or cause to be deposited all moneys and other valuable effects of the Corporation in the name and
to the credit of the corporation in such banks or depositaries as the Board of Directors and
whenever else required by the Board of Directors, he or she shell render a statement of the
Corporation's accounts. He or he shall at all reasonable times exhibit the Corporation's books and
accounts to any officer or director of the Corporation and shall perform all duties incident to the
position of Treasurer subject to the control of the Board of Directors, and shall when required,
give such security for the faithful performance of this or her duties as the Board of Directors may
determine.
Section 10. Compensation. No officer or Director shall be compensated by the
Corporation for his services in such capacity, but any person serving as Director or Officer may
receive remuneration for services rendered to the Corporation in another capacity. Directors and
officers may be reimbursed for expenses incurred by them in connection with the activities of the
Corporation.
ARTICLE 4 - EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. Committees of the Board. The Board may, by resolution adopted by a majority of
the entire Board, establish and appoint an Executive Committee and other standing committees. The
President of the Board of Directors shall appoint the chairperson of each committee. Each committee
so appointed shall consist of three or more directors and, to the extent provided in the resolution
establishing it, shall have all the authority of the Board except as the following matters:
1. the filling of vacancies on the Board or any committee;
2. the amendment or repeal of the by-laws or the adoption of the new by-laws;
3. the amendment or repeal of any resolution of the Board which by its terms shall not be so
amendable or repeatable.
Special committees may be appointed by the President of the Board of Directors with the
consent of the Board and shall have only the powers specifically delegated to them by the
Board.
Section 2. Powers. During the intervals between the meetings of the Board of
Directors, unless otherwise provided from time to time by resolution adopted by the Board of
Directors, the Executive Committee shall have and may exercise all powers of the Board of Directors
in the management of the business and affairs of the company as may lawfully be exercised by an
Executive Committee. Each other such Committee shall have and may exercise such powers of the Board
as provided by resolution or resolutions similarly passed to the extent permitted by the law. The
Executive Committee shall have, and any such other Committee may be granted, power to authorize the
seal of the Company to be affixed to any or all papers which may require it.
Section 3. Proceedings. Each such Committee may fix its own rules of procedure and
may meet at any such place or places (within or outside the State of New York) at such time or
times upon such notice (or without notice) as it shall determine from time to time. It shall keep a
record of its proceedings and shall report such proceedings to the Board of Directors at the
meeting of the Board of Directors when required.
Section 4. Quorum and Manner of Acting: Telephone Meetings. Except as may be
otherwise provided in the resolution designating any such Committee, at all meetings of any such
Committee the presence of members (or alternate members, if any) consisting of a majority of the
total authorized membership of such Committee, shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of the majority of the members (or such
alternates) present at any meeting at which a quorum is present, shall be the act of such
committee. In the absence of disqualification of any member or alternate member of such committee,
the member of members thereof present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, amy unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member. The members
(or alternates) of any such Committee shall act only as a Committee, and individual members (or
such alternates) thereof shall have no power as such. Telephonic meetings may be held as provided
in Article 2, Section 9.
Section 5. Removal. Any member (and any alternate member) of any such Committee may
be removed at any time, either for or without cause, by resolution adopted by two-thirds
affirmative vote of the Board of Directors.
Section 6. Vacancies. If any vacancy shall occur in any such Committee, by reason of
Disqualification, death, resignation, removal or otherwise, the remaining members (and such
alternate members) shall continue to act and any such vacancy may be filled at any meeting of the
Board of Directors, by resolution adopted by the Board of Directors.
Section 7. Committees of the Corporation. The Board or the members may create
committees of the corporation, committees of Charter Members and committees of General Members.
Committees created by the Board shall be appointed by the President of the Board of Directors with
the consent of the Board. Committees created by the members shall be elected by the members, unless
the members authorize the President to appoint said committees with the consent of the Board.
ARTICLE 5 - CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1. Checks, Notes and Contracts. The Board of Directors is authorized to select such
depositaries as it shall deem proper for the funds of the Corporation and shall determine who shall
be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases, contracts and documents.
Section 2. Investments. The funds of the Corporation may be retained in whole or in
part in cash or be invested and reinvested from time to time in such property, real, personal or
otherwise, including stocks, bonds or other securities, as the Board of Directors may deem
desirable.
ARTICLE 6 - OFFICE AND BOOKS
Section 1. Office. The office of the corporation shall be located at such place as the Board
of Directors may from time to time determine.
Section 2. Books. There shall be kept at the office of the Corporation correct books
of account of the activities and transactions of the Corporation including a minute book, which
shall contain a copy of the certificate of the incorporation, a copy of these by-laws, and all
minutes of meetings of the members and of the Board of Directors.
ARTICLE 7 - FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of Directors.
ARTICLE 8 - INDEMNIFICATION
The Corporation shall, to the fullest extent now or hereafter permitted by law,
indemnify any Officer or Director made, threatened to be made, a party to any action or proceeding
by reason of the fact that he, his testator or intestate was a director or officer of the
Corporation, against judgements, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees. The Board of Directors may, in its discretion, maintain liability
insurance in favor of Directors and offices and others.
ARTICLE 9 - AMENDMENTS
These by-laws may be amended by the Board of Directors.
RESOLUTIONS OF TURKISH-AMERICAN BUSINESS FORUM, INC. RESOLVED, that the By-Laws be changed
to provide that new Charter Members of Turkish-American Business Forum, Inc. shall be elected by a
Charter Membership Committee which shall be appointed by the Board of Directors and shall consist
of six Charter Members, at least one of whom shall also be a member of the Board of Directors; and
RESOLVED, that to effect said change, the By-Laws shall be amended as follows:
Article 1. Section 2. The third sentence of Article 1, Section 2 is hereby amended
and restated in its entirety to provide as follows: "However, additional Charter Members may be
elected at any time by action of the Charter Membership Committee, which Committee shall be
appointed by the Board of Directors and shall consist of six Charter Members, at least one of whom
shall be a member of the Board of Directors."
Article 1. Section 5. The annual meeting of the Members and the
annual meeting of Charter Members shall be held each year at the place, time and date, in the month
of July, as may be fixed by the Board of Directors, or if not so fixed, as may be determined by the
President. Special meetings of all members, and special meetings of Charter Members only, shall be
held whenever called by the Board of Directors or the President.
