ARTICLE I: NAME
The name of this organization shall be the International Turkic Eurasia Foundation, hereinafter ITEF.
ARTICLE II: STATEMENT OF PURPOSE
ITEF is organized under the Non-Profit Public Benefit Corporation Law for public and charitable purposes, within the meaning of Section 501(c)(3) of the United States Internal Revenue Code or corresponding section of any future federal tax code.
The primary purposes of ITEF include, but not limited to:
- Promoting public knowledge and understanding of Turkic cultures and dissemination of knowledge and information about cultural heritage of Turkic peoples;
- Fostering communication and friendship between American and Turkic Cultures.
ITEF shall be operated for scholarly, literary, and educational purposes and the study of Turkic peoples and cultures in vast areas extending from Xinxiang (China) and the Central Asia in the East to Turkey in the West; from Tatarstan and Bashkortostan in the North to Crimea, Azerbaijan and Iraq in the South.
To achieve these objectives, ITEF shall:
- Support transnational research drawing on the resources of the international scholarly community;
- Encourage cultural exchanges to facilitate a dialogue and enriching learning experiences for those students, educators, scholars and artists whose efforts focus on the study, preservation and dissemination of Turkic culture.
ITEF (US EIN 76-0842946) is supported by voluntary work of its members. Thus, overhead expenditures are minimal, generally limited to expenses associated with filing fees, web site maintenance and postage.
ARTICLE III: MEMBERSHIP
Section 3.1. Basis for Membership
The membership of ITEF shall not be limited by nationality, race, color, creed, or sex, but shall be limited to those individuals and organizations who fulfill membership requirements including the payment of dues and who receive endorsement of qualifications for membership as shall be established by the Board of Trustees.
Section 3.2. Membership Classifications
The following shall be membership classifications:
Section 3.2.1 Member
An individual may be considered for membership in ITEF if the person is of good standing in his/her community, supports ITEF's objectives stated in Article II and is recommended by at least one member of ITEF who will have also attached written statements of applicant's qualifications or contribution to the advancement of scholarship and culture.
A Member shall have the right to vote in the elections for Board members as well as any of the issues concerning the activities of ITEF.
Section 3.2.2 Friend
An individual may be approved as a Friend of ITEF by the Board of Trustees, if the person supports ITEF financially or through other means that might further the objectives of ITEF without fulfilling the obligations of full membership and enjoying all the rights inherent in it.
Section 3.2.3 Corporate Member
An organization, which supports the objectives stated in Article II, may be approved as a Corporate Member by the Board of Trustees and appoint one of its employees as a Member of ITEF.
A Corporate Member shall have the right to vote in ITEF at any membership vote for Member Representative to the Board of Trustees.
Section 3.3. Dues
Annual dues for all membership classifications shall be due and payable as established by the Board of Trustees. The amount of dues and renewal periods will be established by the Board of Trustees by resolution of a majority of the Board.
Section 3.4. Privileges
All classifications of members shall be entitled to all privileges of membership except that a Friend of ITEF shall have no vote nor be entitled to serve as an officer or a director of ITEF.
Section 3.5. Termination of Membership
Membership in ITEF can be terminated based on the following:
Section 3.5.1 Failure to Pay Dues
A Member shall be in default of dues for a period of sixty (60) days from the beginning of the period for which such dues become payable. Such a Member becomes delinquent and ceases to be entitled to any of the benefits of Membership in ITEF until such dues are paid in full.
Section 3.5.2. Written Resignation
Members of any classification may resign from ITEF by submitting a written resignation to the Secretary. Such resignations shall be effective as of the date when the resignation letter is received by ITEF, unless said resignation letter specifies another date. The Board at its sole discretion may maintain or remove any resigned member's name from any project supported by such member.
Section 3.5.3 Removal for Cause
A member of any classification may be removed from membership in ITEF by a two-thirds vote of the Board of Trustees for causes ranging from non-payment of dues and unethical conduct resulting in arrest and conviction to activities incompatible with the objectives of ITEF. Board of Trustees' decision shall be final and non-appealable. For any cause, other than non-payment of dues, removal shall occur only after the member has been advised of the basis for the planned revocation of his/her membership and has been given a reasonable opportunity for defense before a Disciplinary Committee to be formed and convened only should the occasion arise.
Section 3.5.4 Suspension
Independent of the power of Removal for Cause, the Board of Trustees shall be empowered to order suspension of membership or the suspension of particular or specific privileges of any member at its sole discretion upon receipt of a verified complaint of misconduct. Such suspensions shall be considered a temporary measure in connection with investigation of misconduct and shall result in either reinstatement of full membership privileges or removal for cause.
ARTICLE IV: THE BOARD OF TRUSTEES
Section 4.1. Powers
The powers of the corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Trustees to be initially comprised of six trustees. Each Trustee must be a Member of ITEF.
The Board of Trustees shall be empowered to establish units (sections, councils, technical, or geographical divisions). Procedures for establishing and operating such units shall be developed and approved by the Board of Trustees.
Section 4.2. Board Composition and Selection
Section 4.2.1 Board Composition
The Board of Trustees shall be composed of no less than six and no more than eight Board Members. Up to six Initial Board Members shall be selected by the by the majority vote of the Trustees and shall serve until their successors are nominated and elected. Initial Trustees and the basis for the nomination and election of the replacement of the members of the Board of Trustees shall be as follows:
Section 4.2.2 Initial Trustees
Initial Trustees shall be Azade-Ayse Rorlich, Cuneyt Capanoglu, Gulnara Khasaonova, Merthan Dundar, Mahmut Otus and Piotr Moncarz. Members of the Board of Trustees shall elect one Trustee as the Director of the Board.
Section 4.2.3 Basis for Nomination and Election of Board Members
The membership of ITEF and that of the Board of Trustees shall be representative of diversity of the ITEF's interests and activities. The Board of Trustees shall form a Nominating Committee and nominate the candidates for the Board of Trustees when the number of members in ITEF exceeds 30. Half of the candidates shall seek one-year terms and the other half seek two-year terms. Beginning in 2009, the Board of Trustees shall form a new Nominating Committee composed of both the Board and the Member representatives annually to select the candidates for the Board. Three or four candidates for the Board of Trustees shall be nominated annually for two-year terms and their names submitted for membership vote.
Section 4.2.4 Replacement of Board Members
Should a Trustee resign, become incapacitated or otherwise unable to serve the remaining Trustees shall appoint a Member of ITEF to complete the Trustee's term in office. If a tie occurs in appointing the interim Trustee, the Director shall cast the deciding ballot.
Section 4.3. Delegation and Expenses
Any action to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Director or any committee of the Board.
Section 4.4. Expenses
The members of the Board of Trustees shall not be compensated for their roles as Trustees. No Trustee shall be employed or otherwise receive compensation from ITEF for any reason. However, a Trustee may be refunded incurred expenses for attending meetings by a resolution of the Board.
Section 4.5. Meetings
Meeting of the Board of Trustees may be scheduled as such times and at such places as the Trustees deem appropriate and shall be conducted annually. A majority of the members of the Board of Trustees including proxy vote shall constitute a quorum. At least one third of the members shall be present at the meeting.
The Director may call a special meeting of the Trustees for any purpose upon notice being given at least fifteen days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as the Trustees are able to participate fully in any discussion with the other Trustees of the Board.
Any meeting that is adjourned may be continued without the presence of quorum of the Board as long as the Trustees are given reasonable notice of the time and place for the meeting. A resolution signed by the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of ITEF.
Section 4.6. Indemnification
ITEF shall indemnify any present or former member of the Board of Trustees against all expenses, judgments, liabilities, fines, and costs of settlement imposed upon or reasonably incurred by such a Trustee in connection with any claim or lawsuit imposed by reason of said Trustee having performed duties as a Trustee to the full extent permitted by any provision of the California Non Profit Corporation Act.
ARTICLE V: EXECUTIVE COMMITTEE, OFFICERS AND DUTIES
Section 5.1. Executive Committee
The Board of Trustees shall form an Executive Committee from among its members to perform day-to-day functions of ITEF.
Section 5.2. Composition of the Executive Committee
The Executive Committee shall be composed of a Chair, Vice-Chair, Executive Secretary and Treasurer. These officers shall be elected for one-year terms of office by the majority vote of the Board and may be re-elected at the expiration of their term. Any officer may be removed at any time for cause or without cause by an affirmative vote of the majority of the whole Board of Trustees.
Section 5.3. Chair
The Chair shall be the chief elected officer of the corporation. It shall be the duty of the Chair to preside at all regular and special meetings of the corporation. The Chair shall be responsible for the general supervision of the affairs of ITEF and shall prepare reports to the Board of Trustees and the members at regular and special meetings and other times as necessary to keep them informed of activities of ITEF. The Chair shall form committees, regular or special, and appoint the members as required from time to time, except for the Disciplinary Committee, which shall be formed and its members appointed by the vote of the whole Board of Trustees.
The Chair shall not be the Director of the Board of Trustees.
Section 5.4. Vice Chair
The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform his/her duties. Other duties of the Vice Chair may be designated by the whole Board of Trustees.
Section 5.5. Executive Secretary
The Executive Secretary shall perform all of the duties of the office of the Executive Secretary, including keeping of accurate records of all meetings; ensuring that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintaining corporate records and the seal of the corporation; receiving funds for the corporation, issuing checks on those funds; and keeping and rendering as required true accounting thereof. The Executive Secretary may be assigned other duties by the Chair or the Board of Trustees and shall make a fidelity bond with surety and in such penalty as the Board of Trustees shall require, if any.
Section 5.6. Treasurer
The Treasurer shall review the financial operations of the organization and advise the Executive Secretary on financial matters, make financial reports to the Board of Trustees at regular and special meetings, and perform other duties as assigned by the Chair or the Board of Trustees.
ARTICLE VI: OTHER COMMITTEES
Section 6.1. Organization
The Chair shall, subject to the approval of the Board of Trustees, appoint such committees as shall be required to handle the affairs of ITEF.
Actions of committees are subject to approval of the Board of Trustees. Each committee shall report at least annually to the Chair of the Executive Committee on its activities and on the status of any programs for which the committee has been assigned responsibility by the Chair or the Board of Trustees.
The Board of Trustees shall form a Disciplinary Committee if and when such a committee is required to evaluate the charges against a Member of ITEF. Other Committees to be formed by the Board of Trustees or the Chair of the Executive Committee are, but not limited to the following:
Section 6.1.1 Membership Committee (MC)
The Chair of the Executive Committee shall form a Membership Committee (MC) consisting of three to four Members and this committee will be responsible to identify, contact and solicit membership of those individuals with interests compatible with those of ITEF and willing to volunteer their time for ITEF. The Members of MC shall select one of their own as a Chair and the Chair shall be responsible to prepare and issue timely progress reports to the Executive Committee.
Section 6.1.2 Fundraising Committee (FC)
The Chair of the Executive Committee shall form a Fundraising Committee (FC) consisting of three to four Members and this committee shall be responsible to prepare flyers and brochures on ITEF and its efforts, identify potential candidates that can support the objectives of ITEF and solicit their membership and contributions. The Members of FC shall select one of their own as a Chair and the Chair shall be responsible to prepare and issue timely progress reports to the Executive Committee.
Section 6.1.3 Fund Disbursing Committee (FDC)
The Chair of the Executive Committee shall form a Fund Disbursing Committee (FDC) consisting of three to four Members and this committee shall be responsible to identify potential research work and activities that meet the objectives of ITEF, prepare forms to obtain proposals for funding, develop a ranking system to identify the best proposals and those deserving the seed money. FDC's recommendations for disbursing funds shall be presented to the entire Board for approval. Funds shall be disbursed only to those projects receiving more than 75% of the votes.
The Members of FDC shall select one of their own as a Chair and the Chair shall be responsible to prepare and issue timely progress reports to the Executive Committee.
Section 6.2. Term
The actions of the committees are subject to approval by the Board of Trustees. Each committee formed shall be identified as a "standing" or "ad hoc" committee. Standing committee members shall be appointed for one-year terms that can be renewed by Chair of the Executive Committee. Ad Hoc committees shall disband upon completion of their tasks, unless requested to perform follow-up work by the Chair of the Executive Committee.
ARTICLE VII: ADVISORY COUNCIL
Section 7.1. Formation and Function
The Board of Trustees shall form an Advisory Council consisting no less than five and not more than ten members. The sole responsibility of the Advisory Council is to give council to the Board of Trustees on matters ranging from research activities to financing of projects.
Advisory Council members shall:
- receive no compensation;
- have the same status as the Special Member;
- not have a voting power;
- have no fiscal or legal responsibility;
- primarily communicate with the Board through electronic means.
Section 7.2. Selection
It is desirable that the Advisory Council members have a background in scholarship and/or philanthropy and considered to be outstanding community leaders. The Board of Trustees shall select and appoint the Advisory Council members from among those qualified and willing to be elected by a majority vote of the Board.
The members of the Advisory Council will be elected for two-year terms and can be re-elected by a majority vote of the Board of Trustees.
ARTICLE VIII: AUDIT COUNCIL
Section 8.1. Formation and Function
The Board of Trustees shall form an Audit Council consisting of no less than two and not more than three ITEF Members during the first quarter of each year. The sole responsibility of the Audit Council is to audit effectiveness of ITEF-supported projects and finances of ITEF.
Section 8.2. Audit Report and Distribution
Audit Council shall document its findings and submit an Audit Report to the Board of Trustees during the second quarter of each year and disband unless the Board of Trustees requests a follow-up work. An electronic copy of the Audit Report shall be made available not only to the Regulatory Bodies but also to each Member of ITEF, the Advisory Council, and anyone requesting a copy of the report.
ARTICLE IX: MANAGEMENT
Section 9.1. Management of Activities by the Board
The activities, property, and affairs of ITEF shall be directed by the Board of Trustees. The Board may exercise all such powers of ITEF and shall not be prohibited except by applicable statutes, ITEF's Articles of Incorporation, or these Bylaws.
The Board of Trustees shall direct the management of ITEF under provisions of a Fiscal Policy as established by the Board of Trustees.
Section 9.2. Management of Activities by the Chair of the Executive Committee
Subject to applicable statutes, ITEF's Articles of Incorporation, and these Bylaws, the Chair shall have responsibility for general supervision of the activities and affairs of ITEF. The Chair shall have the authority to execute bonds, deeds, contracts, and other such instruments. The Chair shall have control of and be responsible for accounts and finances of ITEF. Actions of the Chair are subject to the approval of the Board of Trustees. The Director of the Board of Trustees is responsible for the dialogue between the Board and the Executive Committee through the Chair of the Executive Committee.
The Chair shall be authorized to appoint and employ temporary staff, as necessary, and to conduct the ongoing activities of ITEF. The Chair shall be responsible for the performance of such staff and may designate certain staff members to perform tasks as assistant officers as may be appropriate or advisable.
ARTICLE X: ELECTIONS
Section 10.1. Timetable and Procedures
The Board of Trustees shall establish the timetable and approve procedures for election of Executive Committee members and the members for the Board of Trustees.
Section 10.2. Nominating Committee and Nominees
A Nominating Committee shall be responsible for nominating the candidates for the Board of Trustees. The nominees shall reflect the balance of scholarship and cultural, international geographic distributions, and the age and gender distributions of the membership.
ARTICLE XI: OFFICES
Principal Office the principal office of ITEF shall be in the State of California or shall be located at such places as determined by the Board of Trustees. ITEF may have such other offices, either within or outside of the State of California as the Board of Trustees may designate or as the business of ITEF may require from time to time.
Registered Office ITEF shall have and continuously maintain in the State of California a registered office required by the California Non Profit Corporation Act at such place as shall be determined from time to time by the Board of Trustees.
ARTICLE XII: FISCAL YEAR
The fiscal year of ITEF shall be fixed by resolution of the Board of Trustees.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
The rules contained in the then current edition of Robert's Rules of Order Newly Revised shall govern ITEF in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order ITEF may adopt.
ARTICLE XIV: AMENDMENT OF BYLAWS
Section 14.1. Amendment Vote
These Bylaws may be amended at any regular meeting of the Board of Trustees by a vote of two thirds of the members present and voting. Proxy votes shall not be allowed to amend the Bylaws.
Section 14.2. Amendment Procedure
Section 14.2.1 Proposals from Members of the Board of Trustees
Proposals to change the contents of the Bylaws can be made by any Member of the Board at any regular meeting of the Board.
Section 14.2.2 Proposals from Members of ITEF
Proposals for revising the decisions, policies, or procedures of the Board of Trustees shall be made to the Board in writing and be signed by at least twenty (20) percent of voting members (excluding Special and Affiliate Members) of ITEF. Proposals considered to be acceptable to at least one Member of the Board of Trustees shall be submitted to vote in accordance with Section 14.2.1 of this Article.
Proposals that are unacceptable to the Board or withdrawn within 60 days of receipt by the Board, shall be published with a ballot and transmitted to the Members. A majority of votes cast by the membership in favor of a proposal shall determine that the proposal is adopted.
ARTICLE XV: CONFLICTS
If any of the provisions of these Bylaws shall conflict with the Articles of Incorporation, the latter shall govern.
ARTICLE XVI: DEDICATION OF ASSETS
The property of ITEF is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any Member of the Board of Trustees, officer or members thereof or to the benefit of any private individual.
ARTICLE XVII: DISTRIBUTION OF ASSETS
Upon the dissolution of ITEF, its assets remaining after payment, or provision of payment, of all debts and liabilities of the corporation shall be distributed for one or more nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent or any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. In case of no decision on distribution by the Board of Trustees or its designee within a year of dissolution, assets shall be distributed to the establishment and/or management of college scholarship funds at the University of California, Berkeley, Stanford University and the University of Southern California. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of ITEF, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XVIII: MISCELLANEOUS
Section 18.1. Seal
The corporation seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words, "CORPORATE SEAL, CALIFORNIA." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
Section 18.2. Voting Means
On all matters, including the election of the Trustees and officers may be conducted by mail, electronic mail, chat software, video conferencing, wiki software, or other verifiable means. Proxy voting shall not be allowed.
Section 18.3. Reserve Power
The Board of Trustees shall be empowered to make any and all regulations, rules, policies and other such decisions as may be necessary for the continued functioning of ITEF not inconsistent with these Bylaws.
Section 18.4. Adoption of Bylaws
The original Bylaws were duly adopted by the Board of Trustees in 2006 (Signatures in File).