BY-LAWS

ARTICLE I: GENERAL

Section 1:       NAME AND ADDRESS

This organization is incorporated under the laws of the State of Florida and shall be known as the Florida Turkish American Chamber of Commerce, Inc. The organization shall be referenced as the “Chamber” hereafter. The official mailing address of the Chamber shall be 1300 E. Newport Center Drive, Suite 100, Deerfield Beach, FL 33442, unless changed by a vote of the Board of Directors. The primary service area of the Chamber is the state of Florida. The Chamber shall be a for-profit organization.

Section 2:       CHAMBER MISSION AND GOALS

The mission of the Florida Turkish American Chamber of Commerce is to promote business development and growth of Turkish American businesses in the overall best interest of the State of Florida through services and representation of the Turkish American business community.

This will be accomplished by:

a. Building a strong, diverse representative constituency of business persons into the Chamber membership.

b. Promoting commerce, events and activities to be enjoyed by local residents and out-of-town v

c. Promoting and supporting businesses in the primary service area.

d. Advocating for our community and the resources that are available for our community enjoyment.

e. Forming cooperative relationships with the city, county and state governments as well as the local civic and service organizations.

f. Promote the benefits of networking and the benefits of interactive activities associated with Chamber membership.

g. By promoting the business development in the community, which shall be performed at the discretion of the Board of Directors.

h. Providing services to the Chamber membership, this shall be performed at the discretion of the Board of Directors.

I. Developing and reviewing the Chamber goals by a committee appointed by the President to evaluate the past year and make recommendations for the ensuing year.

j. Forming committees to carry out the goals of the Chamber.

Section 3:       CHAMBER PRIMARY SERVICE AREA

The Primary Service Area of the Chamber shall be state of Florida but Chamber membership shall be open to all businesses in the USA, from Turkey and other countries around the world.

ARTICLE II: MEMBERSHIP

A member shall be defined as any corporation, association, society, partnership or a trust who are officially registered in the United States of America, in Turkey or in other countries and (1) Actively engaged in conducting business in the Florida Turkish American Chamber of Commerce primary service area, or any other area whose interest shall be enhanced by membership in our Chamber and (2) Who are in sympathy with the purposes of the Florida Turkish American Chamber of Commerce and (3) Who will agree to abide by the by-laws, and (4) Who have paid all current dues for the year in which they desire to be listed as members.

Membership to the Chamber and seniority in the Chamber membership have privileges.

Section 1:       ELIGIBILITY

The Florida Turkish American Chamber of Commerce shall be composed of active members and honorary members. Men and women interested in commercial industrial, agricultural, professional, tourist and civic progress of the State of Florida shall be eligible for membership. Members from outside the Primary Service Area must realize that the focus of the Chamber activities may not include their location.

Section 2:       APPLICATION FOR MEMBERSHIP

Application for membership shall be in writing, on forms provided by the Chamber for that purpose and signed by the applicant or the applicant’s designee. All applications will be subject to approval by the Board of Directors. Any approved applicant shall become a member upon payment of the specified annual dues.

Section 3:       MEMBER INVESTMENT

The Board of Directors shall have the authority to set the schedule of the annual investment for membership dues.

Each member shall pay annual dues, according to the current dues schedule, to be used toward the maintenance of the Chamber as established and approved by the Board of Directors. These dues shall be payable in advance and the membership year shall be the same as the calendar year.

Section 4:       TERMINATION

a. Any member may resign from the Chamber upon written notice to the Boar Of Directors. A resignation received after payment is due shall not relieve the member presenting such a resignation from liability for the dues of the year entered upon. In the event said member should want to re-enroll at a later, date, upon re-enrollment, all delinquent dues shall be due and payable. The amount due and payable may be adjusted at the discretion of the Board of Directors in the event of extenuating circumstances.

b. Any member may be expelled from the Chamber if dues (or any part of it) are 60 calendar days delinquent. Said delinquent member shall be notified of his/her delinquency, in writing, at the end of the 60 calendar day period if the dues are not paid within 10 (ten) calendar days of the receipt of the delinquency notice, the membership shall be terminated.

c. Any member who is determined to be not fit for the membership, at the discretion of the Board of Directors, may be expelled from the Chamber. Terminated member be notified of his/her termination of membership, in writing. A termination shall not entitle a terminated member for a reimbursement of his/her membership dues paid by the terminated member.

Section 5:       TYPES OF MEMBERSHIPS
a. BUSINESS MEMBERS:

Business Members shall be members with full rights and privileges, including the right of their representative to vote and hold office in the Chamber and serve as a director, if so elected. They shall be entitled to serve and vote within committees.

Business Members shall be listed on the Members page of the Chamber website before Associate Members and Honorary Members. Business Members shall be listed on Chamber’s Website in the order of membership seniority of the Business Member in the Chamber.

If requested by the Business Member, the Business Member information (including but not limited to the name of the Business Member, Business Member’s logo, Business Member’s delegate’s name and picture, Business Member’s short business description, Business Member’s and/or the Business Member’s delegate’s contact information, links to Business Member’s and/or the Business Member’s delegate’s website) may be listed on the Chamber website, in the chamber announcements and advertisements.

For the purpose of the information listed on the Chamber Website only, the delegate of the Business Member can be any authorized officer of the Business Member in writing.

b. ASSOCIATE MEMBERS:

Associate Members shall be members with limited rights, privileges and responsibilities. Associate Members do not have the right to vote and hold office in the Chamber. They shall be entitled to serve and vote within committees.

Associate Members shall be listed on Chamber’s Website in the order of membership seniority of the Associate Member in the Chamber. Only the name of the corporate entity of the Associates Member (or the name of the person if the Associate Member is not a corporate entity) may be listed on the Chamber website.

c. HONORARY MEMBERS:

Any person or business may be given a complimentary, honorary membership in the Chamber, appointed by the President and approved by Board of Directors, as a reward for public distinction and meritorious service to the Chamber. Honorary Members shall be entitled to serve and vote within committees. Honorary Members shall have all the privileges of Associate Members except that they shall be exempt from payment of dues during the period of their honorary membership. Honorary members may serve and vote within appointed committees.

Honorary Members shall be listed on Chamber’s Website in the order approved by the Board of Directors. Information on the Honorary Member, determined by the Board of Directors, may be listed on the Chamber website.

The Board of Directors, if deemed necessary, has the authority to set up new membership types or sub membership types within 3 membership types defined above, with different levels of memberships and membership fees.

ARTICLE III: MEMBERSHIP MEETINGS

This section pertains to General Assembly of the Business Members and Special Meetings of the Business Members only and does not apply to meetings of the Board of Directors.

Section 1.       GENERAL ASSEMBLY MEETINGS

The General Assembly meeting of the corporation, in compliance with State law, shall be held during the month of February of every other year (once every two years). The time and place shall be fixed by the Board of Directors and notice thereof shall be announced on Chamber website and via email at least ten (10) calendar days before the said meeting. The purpose of the General Assembly Meetings is to elect the Board of Directors for their next term and vote on amendments to the bylaws, if any. The bylaws may be amended by the approval of the 2/3 (two thirds) of the Business Members of the Chamber.

Section 2.       SPECIAL MEETINGS

Special meetings of the Chamber may be called whenever the Board of Directors deems it desirable. A special meeting shall also be called upon the request of the majority of the members of the Board of Directors or the majority of the Business Members of the Chamber. The time and the place of such special meetings shall be fixed by the Board of Directors no later than thirty (30) calendar days after the decision of the Board of Directors.

a. Elections of the Board of Directors may not be conducted, the Bylaws may not be amended during Special Meetings of the Business Members.

b. At all special meetings called for a specific purpose, only such business as the meeting was called to consider shall be discussed and acted upon.

c. A resolution offered at any meeting must be in writing, copies of which shall be provided to the Board of Directors prior to the meeting. No Business Member shall read or offer for action any communication or resolution without first making a general statement of subject matter thereof.

Section 3.       QUORUM

At any duly called General Assembly Meeting or Special Meeting of the Chamber, thirty percent (30%) of the Business Members (or their representatives) in good standing shall constitute a quorum.

Section 4.       NOMINATIONS

The President shall appoint, subject to the approval of the Board, at least three (3) Business Members of the Chamber to act as a Nominating Committee by the month of November prior to the General Assembly Meeting of the Chamber. The Nominating Committee shall be charged with the responsibility of notifying the general membership of upcoming vacancies in the Presidency and the Board, inviting submissions of eligible candidates and preparing a slate of at least enough names to fill the vacancies.

Any Business Member in good standing is eligible to be nominated, but all nominees must agree in advance to serve if elected. The Nominating Committee will be charged with the responsibility of wetting the applicants and producing a slate of candidates that helps maintain the objectives of the Chamber. The slate of nominees will be presented to the Board of Directors for approval at a Board meeting in January of prior to the General Assembly Meeting of the Chamber.

Section 5.       ELECTIONS

The President of the Board shall appoint 3 non-board members to act as election judges to count ballots and report to the Board the election results.

The President of the Chamber and the Members of the Board of Directors shall be elected at the General Assembly Meeting of the Chamber. The General Assembly Meeting will hold one vote for the candidates nominated for the President of the Chamber and another separate vote for the candidates nominated for the open positions for the directors of the Board.

The nominees for the presidency and the board membership who are not physically present in person at the General Assembly meetings shall disqualify from being a nominee and shall be removed from the list of nominees before the votes.

Section 6:       VOTING

All Business Members who became members of the Chamber within last 12 months before the date of the General Assembly meetings or the Special Meetings of Assembly may vote at the General Assembly meetings or the Special Meetings of Assembly, except that, the Business Members who became member of the Chamber within 15 (fifteen) calendar days prior to the date of the General Assembly meeting or the Special Meetings of Assembly may not vote at the General Assembly meetings or the Special Meetings of Assembly.

Votes shall be casted in person or by proxy by one authorized representative of each paid Business Member. If the authorized representative is someone other than the name on the membership application, that name shall be registered, in writing, signed by the authorized officer of the Business Member, delivered to the Chamber office 10 (ten) calendar days prior to the vote.

Proxies must be in writing, signed by the authorized representative of each paid Business Member, notarized, delivered to the Board of Directors 10 (ten) calendar days prior to the date of the General Assembly meeting or the Special Meetings of Assembly.

Voting that takes place at the meetings of the Chamber shall be by show of hands, of the Business Members assembled at the meeting.

If there are more than two candidates for a position, that candidate with the most votes shall constitute an election.

Section 7.       NOTICES AND AGENDAS

Announcement all General Assembly Meetings and Special meetings of the Chamber shall be made at least ten (10) calendar days in advance of the meeting. Such notice shall indicate an outline for the agenda of the meeting. If the meeting is for the purpose of networking, a statement of that fact shall be considered sufficient.

ARTICLE IV: BOARD OF DIRECTORS

Section 1.       RESPONSIBILITIES OF THE BOARD
  • To authorize the program of work and provide general direction for the Chamber
  • To ensure that actions and decisions are consistent with mission and goal statements. Board Members shall demonstrate an understanding of, and actively seek to implement the mission and goals of the Chamber.
  • To ensure that committees are in place and actively functioning to accomplish the mission and goals of the Chamber.
  • To provide general fiscal oversight of the Chamber on not less than an annual basis.
  • To establish a general budget and methods of raising income to insure responsible leadership and to promote the general welfare of the chamber.
  • To understand the Chamber’s budget, budget process and financial situation
  • To assist committees in budgeting expenses and generating income.
  • Each Board member may be asked to participate in the Administrative Committees or be a liaison between the Board and the Administrative Committees.
  • Board members shall not legally obligate or act in behalf of the Chamber unless specifically approved and or directed to do so by the Board of Directors.
Section 2.       THE COMPOSITION OF THE BOARD OF DIRECTORS

7 (seven) officers shall be elected to the Board. The number of Board Members shall remain at 7 (seven) after the automatic inclusion of Past President of the Chamber on the Board in the future. The officers of the Board of Directors are: The Past president, President, Vice President, Treasurer, Secretary and 2 other Board Members. They will constitute the voting members of the Board of Directors. Any 4 (four) officers of the Board may call a meeting of the Board of Directors, and the President will preside over meetings of this group. A quorum for the Board of Directors shall be 4 (four) officers.

The Board shall be charged with hiring, firing, supervising, and setting salaries of all paid staff persons working in the Chamber Office, subject to approval of the Board of Directors. The President shall be charged with forming committees and appointing chairs/directors of the committees.

The Board may also meet, as needed, to handle urgent matters that cannot wait until the next regular Board meeting.

Section 3.       BOARD COMPOSITION

The Board of Directors shall be composed of Chamber members in good standing from the Primary Service Area, representing a wide variety of expertise and a fair representation of the general membership.

The Board Members shall be listed on the Chamber website in the following order: President, Vice President, Treasurer, Secretary, other Board members. The information may include (but not limited to) the name, picture, resume and a link to his/her personal website of the Board Member. The information may also include Board Member’s firm’s name, logo, a short business description, business contact information and a link to firm’s website.

Section 4.       TERMS FOR ELECTED OFFICERS AND DIRECTORS

The elected President and the elected Board Members shall be for the term of one year and they will perform their duties until the next General Assembly Meeting of the Chamber, whichever comes later. The President will automatically serve as Past President following the term as the President, unless he/she is re-elected as the President (and remains on the Board as the President of the Chamber).

Section 5.       MEMBERS OF THE BOARD OF DIRECTORS
  • PAST PRESIDENT. This is an automatic appointment after serving as President. The Past President shall attend all meetings of the Board of Directors, having a vote in both. The President shall be responsible to call and preside over all meetings of the Board of Directors. In the absence of the President, the Vice President shall preside over the meetings of the Board of Directors.
  • PRESIDENT. The President shall be the Chief Executive Officer of the corporation and shall preside over all meetings of the membership and the Board of Directors. The President shall perform such duties and exercise such powers as are necessary or incidental to the supervision and management of the business and affairs of the chamber. In the absence of the President the Vice President shall assume the duties of the President. The President may have other duties as assigned or directed by the membership or the Board of Directors.
  • VICE PRESIDENT. The Vice President shall attend all meetings of the Chamber, the Board of Directors, exercising the duties and authorities of the President in the event of the latter’s absence, death, disqualification or incapacity.
  • SECRETARY. The Secretary shall attend all meetings of the Chamber and shall record the proceeds of those meetings to be preserved by the Chamber. The Secretary shall work with the President and shall prepare the meeting agendas for the Board of Directors meetings, notice of meetings of the membership and meetings of the Board of Directors. The Secretary shall perform other duties prescribed by the Board of Directors or the President.
  • TREASURER. The Treasurer shall be the Chief Financial Officer of the chamber and shall attend all meetings of the General Assembly Meeting and Special Meeting, the Board of Directors. The Treasurer shall oversee and insure that accurate records of all financial transactions of the corporation, both income and expenses. Board of Directors shall determine who will sign the checks on behalf of the Chamber.

a. Board of Directors shall determine who will sign the checks on behalf of the Chamber.

b. The Treasurer shall perform such other duties as directed by the Board of Directors, or the President.

  • OTHER BOARD MEMBERS. The other members of the Board who are not members of the Executive Committee of the Board of Directors.
Section 6.       EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

The Executive Committee of the Board of Directors shall be consist of the President, Vice President, Treasurer, and Secretary.

Section 7.       BOARD MEETINGS

The Board of Directors shall meet periodically, at a time and place designated and announced by the President of the Board. Such meetings shall be open to all members with good standing and the invited guests of the Board of Directors unless specified as a closed meeting. The attendees who are not members of the Board of Directors may not participate in the meetings of the Board of Directors, unless they are directed with a question and given the floor by the Board of Directors.

Section 8.     VOTING AT BOARD MEETINGS

At any duly called meeting of the Board of Directors, a majority of duly seated President and the Board Members shall constitute a quorum. Only duly seated Board Members shall vote on actions at Board meetings. Then the actions will require approval by the majority of the Board.  Honorary Members and employed staff people will not have a vote. Voting that takes place at the meetings of the Board shall be by show of hands, of the members of the Board assembled at the meeting.

Board of Directors may, with the approval of the Board, set up an email group composed of the Board members. The Board may hold votes on questions in the email group, by the use of emails sent by the Members of the Board. The vote and the result of the vote will be considered valid provided that the question is initiated by the President, seconded by another member of the Board, the Board members are allowed to voice their opinion on the question by sending emails in the group, and voted by ALL members of the Board (by explicitly voting for the question, voting against the question or stating that he/she is staying neutral to the question). Any vote in the email group that is not completed within 10 (ten) calendar days of initiation of the vote shall be considered abandoned.

Section 9.     REMOVAL/REPLACEMENT OF DIRECTORS

Any Board member who misses three (3) consecutive Board meetings may be subject to removal from the Board. Such removal will require prior notification of all Board Members at least five (5) calendar days before the meeting where the vote will take place. Then the action will require approval by the majority of the remaining members of the Board.

The Board of Directors may also remove any Board Member from the Board, who is determined, by the majority of the Board, to be unqualified, uncooperative, unproductive or disabled. Such removal will require prior notification of all Board Members at least five (5) calendar days before the meeting where the vote will take place. It shall be the duty of the President to appoint a replacement for the vacated seat on the Board from the Business Members with good standing, subject to the approval of the Board of Directors to fill such vacancy for the remainder of the term.

In cases of death of a Board Member, or resignation or removal of a Board Member from the Chamber membership, it shall be the duty of the President to appoint a replacement for the vacated seat on the Board from the Business Members with good standing, subject to the approval of the Board of Directors to fill such vacancy for the remainder of the term. Said approval shall require the majority of the Board of Directors. In case of a tie vote in 2 consecutive votes, President shall make the final decision on the appointment of new Board Member.

In cases of a resignation or removal of a Board Member from his/her position on the Board (but wishes to remains on the Board), it shall be the duty of the President to appoint a replacement for the vacated position from the remaining members of the Board, subject to the approval of the Board of Directors to fill such vacancy for the remainder of the term. Said approval shall require the majority of the Board of Directors. In case of a tie vote in 2 consecutive votes, President shall make the final decision on the appointment of new Board position.

Section 10.     INDEMNIFICATION

Each office employee, or member of a committee of the Chamber, past or present, and each person who serves or may have served at the request of the Chamber as an office, employee, representative or agent of the Chamber, and their respective heirs, administrators and executors of which persons shall be indemnified by the Chamber, or its assigns, in accordance with applicable state laws. The Chamber shall not be obligated to indemnify any other person or entity, except to the extent such obligation shall be specifically approved by the resolution of the Board of Directors of the Chamber. The Chamber shall have the power to advance to such persons expenses incurred in defending any such proceeding to the maximum extent of the law. This section is and shall be for

the sole and exclusive benefit of the individuals designated herein and no individual, firm or entity shall have any rights under this section by way of assignment, subrogation, or otherwise whether voluntarily, involuntarily, or by operation of law.

ARTICLE V: DISSOLUTION

The Chamber shall use its funds only to accomplish the objectives and purposes specified in these by-laws and no part of said funds shall inure or be distributed, to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more non-profit or not-for-profit organizations qualifying under IRS Section 501c, to be selected by the Board.

ARTICLE VI: PARLIAMENTARY AUTHORITY

The current edition of Roberts Rules of Order shall be the guiding source of authority in all questions of parliamentary procedures. In the event the Chamber By-Laws are inconsistent with Robert’s Rules of Order, our By-Laws and the parliamentary rules established by the Board of Directors shall prevail. In the event of dispute, the Board of Directors shall have final authority for decision.

ARTICLE VII: AMENDMENTS

These bylaws may be amended or altered by a vote of the General Assembly Meeting. Typographical and grammatical errors in the bylaws or the parts of the bylaws conflicting with the local, state and federal laws, if any, may be corrected without the approval of the General Assembly.

ARTICLE VIII: GRIEVANCE POLICY

It is the policy of the Florida Turkish American Chamber of Commerce to address grievances between Chamber members and between the Chamber members and the Chamber in the following manner:

  • Only written and signed statements of grievances shall be considered from the Chamber members and Chamber employees who have a grievance that they would like addressed by the Chamber Board.
  • Depending upon the seriousness of the grievance, a decision will be made by the acting President as to whether the grievance needs to be addressed by the Board of Directors immediately or whether it will be added to the agenda of the next Board meeting.
  • The Board of Directors will review the written grievance and will discuss any action that might be necessary.
  • The Board of Directors will provide a response to the grievance, including any action that will take place, or possible alternatives to solve the situation.
  • The Board of Directors will provide this response to the person initiating the grievance procedure within a 4-week period after the review.

ARTICLE IX: COMMITTEES

The Board President will actively recruit committees who are interested in chamber committees and willing to work toward accomplishing committees’ goals. The committee chairpersons, who are appointed by the President and approved by the Board, shall be responsible for planning, budgeting and execution of the committee projects. Chairpersons shall also be responsible recruiting committee members as deemed necessary to accomplish the goals and the tasks for the committee they represent.

Chairpersons shall submit a program and budget to the Board of Directors for approval. Chairpersons shall make periodic reports to the Board of Directors on committee activities, at a frequency determined by the Board.

Committee programs and activities shall be self-funded wherever possible.

The Board of Directors hold final approval rights for any function that is carried out in the name of the Chamber. The Board of Directors has the authority to dissolve committees, as needed.