ARTICLE I - IDENTIFICATION OF THE CHAMBER
Section 1. Geographic Region. The Turkish-American Chamber of Commerce and Industry, Ltd. (hereinafter "Chamber") shall primarily operate in the United States of America and in the Republic of Turkey (hereinafter "Turkey").
Section 2. Chamber’s Principal Office. The principal office of the Chamber within the State of New York shall be in the County of New York (hereinafter the “Chamber’s Principal Office”).
Section 3. Other Branches. The Chamber may also have state branches within the United States of America, as the Board of Directors (hereinafter "Board") may, from time to time, determine.
ARTICLE II – PURPOSES
Section 1. Purposes. The purposes of the Chamber are as follows:
- To increase awareness within the United States, of Turkish Chambers of Commerce and/or Industry and Commodity Exchanges (registered under the laws of Turkey and operating therein) and their role in the trade between Turkey and the United States (hereafter "Bilateral Trade").
- To promote, develop, foster, encourage, assist, and improve:
- Bilateral Trade.
- Awareness, communications, social and commercial relationships, amongst Turkish owned entities or Turkish persons, or persons operating within the United States and having commercial interests in Turkey.
- To encourage and assist Chambers of Commerce and/or Industry and Commodity Exchanges and other businesses operating in Turkey, to establish affiliates, subsidiaries, or other business ventures in the United States.
- To set-up a Professional Exchange Visitor Visa program, act as a designated sponsoring organization with respect to the issuance of J-1 Professional Exchange Visitor Visas, and to coordinate with members to cause such visas to be issued for the benefit of its employees.
- To encourage and assist Chambers of Commerce and other businesses operating in the United States, to establish affiliates, subsidiaries, or other business ventures in Turkey.
- To acquire, evaluate and disseminate information in said areas, including, but not limited to, providing such information to its members, and those in the general public interested in said Bilateral Trade.
- To diffuse accurate and reliable information as to the standing of merchants and other matters, and to generally promote a more enlarged and friendly intercourse among businessmen.
- To organize, assist, participate and/or otherwise promote various trade fairs.
- To be appointed and to act under the order or appointment of any court of competent jurisdiction as receiver or trustee of the property or estate of any person or Chamber in insolvency or bankruptcy proceedings, and to act as assignee or trustee for the benefit of creditors in any case in which a member or members of the Chamber are creditors of such insolvent or bankrupt estate; or of such assignor for the benefit of creditors; or in any other instance where the purposes of the Chamber might reasonably be involved.
- To perform and carry out all activities and to do all such lawful acts and things necessary, proper, or incident to accomplish the aforementioned purposes, or which shall be recognized as proper and lawful objectives of a chamber of commerce, all of which shall be consistent with applicable law.
Section 2. Tax-Exempt Purpose.. This not-for-profit Chamber has been established exclusively for tax-exempt purposes within the meaning of Internal Revenue Code (IRC) Section 501(c)(6). No part of the Chamber's net earnings shall accrue to the benefit of any private individual or member, except for reasonable compensation for services rendered. Any income generated by this Chamber shall be used exclusively towards furthering the purposes of this Chamber. In the case of the dissolution of this Chamber, all http://www.turkishuschamber.org/assets/front will be distributed to a local IRC Section 501(c)(6) tax-exempt cause.
Section 3. Legislative Activity.. The Chamber may work for the enactment of laws to advance the common business interests of the Chamber’s members.
ARTICLE III – MEMBERSHIP
Section 1. Membership
Application for Membership: All applicants to become Regular or Associate members shall be required to file an application form (hereinafter "Membership Application Form"), and pay yearly membership dues.
Unless a Membership Application Form shall have been rejected within thirty (30) days of having been received by the Chamber, the applicant shall be admitted as a Member. The names of approved applicants shall appear on the Chamber's website. The application of any Member whose name does not within thirty (30) days of receipt thereof, appear on the Chamber's web site under the list of members shall be deemed to have been rejected. The Chamber shall, within thirty (30) days of rejection, return the membership dues minus a $50.00 processing fee, to all applicants whose membership applications have been rejected by the Chamber.
The Board of Directors (hereinafter "Board") shall consider Membership Application Form(s). The Board shall within thirty (30) days, for or without cause, approve or reject any Membership Application Form(s). The Board shall not, unless otherwise instructed by the Secretary, keep records of its deliberations regarding applications for Chamber Membership.
Section 2. Categories of members.There shall be three (3) categories of members:
- Regular members,
- Institutional members, and
- Young-Executive members
hereinafter collectively referred to as the “members”.
- Regular members: Any Corporation, LLC, Partnership, Sole Proprietorship, or commercial entity in whichever Country registered, may become a Regular member.
- General Members, and
- Premium Members
- Institutional members: Any Trade Association, Chamber of Commerce, or other nonprofit organization, and Union of Chambers and Commodity Exchanges of Turkey (hereinafter “TOBB”) may become an Institutional Member.
- Associate Institutional Member: Any Trade Association, Chamber of Commerce, or other nonprofit organization may become an Associate Institutional Member.
- Special Institutional Member: TOBB, as the respresentative of all chambers and commodity exchanges in Turkey, is the sole and exclusive Special Institutional Member.
- Young-Executive Members: Young Executive membership is open to entry to middle level managers who are between the ages of 18 to 35. Members of this category do not have any voting rights.
- Primary Representative: The Membership Application Form shall list one individual the Member’s President, Chief Operating Officer or other principal person authorized to represent the Member in its transactions with the Chamber (hereinafter the “Primary Representative”).
- Substitute Representative: The Member’s Primary Representative may upon thirty (30) days’ notice to the Chamber and at no additional cost, name one (1) individual as that Member’s designated representative in the Chamber (hereinafter the “Alternate Representative”). The Alternate Representative shall be a shareholder, director, officer or employee of the member, which upon request shall provide to the Chamber satisfactory evidence to the same. Whenever the Primary Representative cannot participate in a given Chamber event, the Alternate Representative may do so, subject to the Primary Representative’s 24 hour written notice to the Chamber. The Alternate Representative for the TOBB’s Primary Representative is appointed by TOBB, and 24 hour written notice for this Alternate Representative is sent by TOBB. The Chamber shall not levy additional Annual Membership Dues (Defined at Article III, Section 3) for the Alternate Representatives.
- Additional Representatives: The Member’s Primary Representative may make up to five (5) additional designations with no voting powers, and for each such additional designation the Member shall pay the Chamber a non-refundable and non-transferable fee in the amount equal to the Annual Membership Due (Defined at Article III, Section 3) (collectively the “Additional Designated Representatives”). Changes in the Additional Designated Representatives shall be upon 30 days’ written notice to the Chamber. The Additional Designated Representatives shall each be a member, shareholder, director or officer, or a valued client or associate of the Member, and the Board shall have exclusive discretion on whether or not to accept each as such. The Additional Designated Representatives may participate in the Chamber’s events, also subject to the Primary Representative’s 24 hour written notice to the Chamber.
Section 3. Annual Membership Dues.The membership dues shall be established by the Board on an annual basis (hereinafter "Annual Membership Dues "). The Annual Membership Dues shall be payable in the month of January each year. A member that fails to make full payment of the Annual Membership Dues by March 31, shall automatically forfeit its membership, and the Secretary shall promptly strike his name from the Membership List (Defined at Article VIII, Section 7) physically as well as on the Chamber’s website. The member mentioned in Article III, Section 2-ii (b) (TOBB) does not pay Annual Membership Dues. TOBB makes yearly assistance payment, at an amount determined for each year by its own board. TOBB’s assistance payment is made until 30th June each year. For the year 2006, the assistance payment will be made by the end of September 2006.
Section 4. Resignation. A member of the Chamber may resign at any time, but there will be no refund of any portion of paid Membership Dues. If TOBB resigns before June 30th, TOBB does not make assistance payment for the following year.
Section 5. Expulsion for Cause.The Board may expel any member whose conduct the Board in its unfettered discretion finds dishonest, dishonorable, or prejudicial to the interests, prestige or reputation of the Chamber. In addition, the Board may expel any member which (1) files a voluntary petition under Chapter 7, 11 or 13 of the Bankruptcy Code; or (2) fails to contest successfully such a petition filed against it. The Board shall expel any member who is convicted of a felony or of a crime involving moral turpitude.s
Procedure: The Board shall by certified mail return receipt requested, send the member a notice specifying the charges (hereinafter “Board’s Notice”). The member’s failure to respond without reasonable cause to the Charges within seven (7) days of receipt of the Board’s Notice (hereinafter “member’s answer”) shall constitute sufficient cause entitling the Board to expel the member for cause, and the member shall not be entitled to any refund for paid Annual Membership dues.
The Board shall within ten (10) days of receipt of the member’s answer, specify the time and place wherein the member shall through its Primary Representative or upon seven (7) days’ written notice to the Board through its Alternate Representative, appear before the Board at a hearing. The Board shall adjourn such hearing only once, upon the Primary Representative’s seven (7) days’ written notice to the Board. The Board shall give the member a right to refute the accusations for no more than fifteen (15) minutes. Within seven (7) days of the member’s appearance before the Board, the board shall issue its final binding decision in the matter. The member may not, at the hearing, or with respect to any matters pertaining to the member’s expulsion, be represented by counsel, except as otherwise authorized by the Board. If the objectionable conduct shall have been by the member’s Alternate Representative, not by the Primary Representative, then the Chamber shall give the member thirty (30) days to designate another Alternate Representative. If the member fails to so designate an alternate, the member, at the end of the thirty (30) day period, shall automatically be deemed to have been expelled from the Chamber, and the member shall not be entitled to any refund for paid membership dues.
ARTICLE IV – ANNUAL AND EXTRA ORDINARY GENERAL ASSEMBLY MEETINGS
Section 1. Annual General Assembly Meetings.The annual membership meeting of the Chamber shall be held once a year on the date and place selected by the Board (hereinafter "Annual Meeting of Members"). Only those members whose names appear on the membership roll and on the Chamber's web site and who on or before the 15th business day preceding the Annual Membership Meeting shall be current with respect to their Annual Membership Dues shall be entitled to vote. If the Annual General Assembly Meeting takes place before June 30th, TOBB attends the Annual General Assembly Meeting having all the membership rights even if it has not made its assistance payment yet. Each member shall be entitled to only one (1) vote.
Two (2) weeks before the Annual General Assembly Meeting, the Chamber shall, by e-mail or otherwise, send every member in good standing at his or her address as it appears on the Membership List (Defined at Article VIII, Section 7) and whose name appears as a member on the Chamber's website, a notice stating the time and place of the annual meeting (hereinafter “Notice of Annual General Assembly Meeting”).
The presence at an Annual General Assembly Meeting of not less than fifty one percent (51%) of the members shall constitute a quorum and except to amend these Bylaws, a simple majority vote shall be necessary to take all decisions and conduct the business thereof. However, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled in the Notice of Annual General Assembly Meeting. The secretary shall cause a notice of the adjourned date of the Annual General Assembly Meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall not be required at any adjourned Annual General Assembly Meeting.
Section 2. Extraordinary General Assembly Meetings. Extraordinary General Assembly Meetings (hereinafter “Extraordinary Meeting”) of the Chamber may be called either by fifty-one percent (51%) of the members or 2/3 of all directors of the Board. The presence at an Extraordinary Meeting of the Chamber of not less than fifty percent (50%) of the members, shall constitute a quorum and the vote of two-thirds (2/3) of the members present shall be necessary to take decisions and conduct the business thereof. Two (2) weeks before the meeting, the Chamber shall, by e-mail or otherwise, send every member at its address as it appears on the Membership List (Defined at Article VIII, Section 7), a notice stating the time and place of the meeting. Such notice shall state the date, time, place and purpose of the Extraordinary Meeting and whether called by 2/3 of the Board or by 51% of the members.
No other matter but that specified in the notice may be transacted at such Extraordinary Meetings.
Section 3. Waiver of Notice.The attendance of any member at a meeting of members, in person or by proxy, shall constitute a waiver of notice by such member.
Section 4. Fixing Record Date.For the purpose of determining the members entitled to notice of, or to vote at, any Annual General Assembly Meetings, Extraordinary Meetings or at any adjournment thereof, the record date for any such determination of members shall be thirty (30) days before the date of any such meeting.
Section 5. Proxies.Appearance at Annual General Assembly Meetings or at Extraordinary Meetings of the Chamber may be by the Primary or Alternate Representative by proxy. A representative shall have one proxy only. Every proxy for use thereof must be signed by the member’s Primary Representative. No proxy shall be valid after the expiration of eleven (11) months from its date unless otherwise provided in the proxy. Every proxy shall be recoverable at the pleasure of the member’s Primary Representative executing it, except as otherwise provided by law. Members shall notify the Chamber of proxies three (3) business days in advance of the Annual General Assembly Meetings and Extraordinary Meetings.
ARTICLE IV – ANNUAL AND EXTRA ORDINARY GENERAL ASSEMBLY MEETINGS
Section 1. Management of the Chamber. The Chamber shall be managed by a President, Vice Presidents, Treasurer, Secretary (collectively referred to as the “Officers”) and under the direction of the Board, which shall consist of Primary Representatives of nineteen (19) members (hereinafter each a "Director", and collectively "Directors").
Section 1.1. Functions of the Board: The Board shall supervise the Officers and establish the goals and aims of the Chamber consistent with these Bylaws. The Board shall no longer than thirty (30) days following Annual General Assembly Meeting, prepare and distribute the Chamber’s proposed annual budget to all the members. The Board may not more than twice yearly revise the same, consistent with the Chamber’s revenues and expenditures.
Section 1.2. Committees of the Board: The Directors may decide to organize one or more committees (hereinafter each a “Board Committee” and collectively the “Board Committees”). Provided each Board Committee shall have at least one Director presiding, Primary Representatives, Alternate Representatives and Additional Designated Representatives may staff the Board Committees. No Board Committee Member shall receive compensation from the Chamber, except that their expenses upon prior approval shall be reimbursed by the Chamber.
Section 2. Election and Term of Directors. At General Assembly Meetings in every two years, the members shall elect the eighteen (18) Board members, including those whose Primary Representatives shall hold office as Directors until the next General Assembly Meeting with elections. TOBB appoints its Primary Representative as a Board Member. TOBB may change its Primary Representative any time. The General Assembly will elect nine (9) substitutes for the Board of Directors. The Chamber shall record the number of votes each director has received. The term of office of Directors shall be two (2) years. Each elected or appointed Director shall hold office until the expiration of the term for which the Member was elected or appointed. If a board member other than TOBB quits, replacement is made from the substitute list, by taking into consideration the highest voted one. If a board member does not show up for three consecutive meetings without an excuse he/she can be discharged from the board. This clause is not applicable to TOBB. If the board is fully filled up with substitutes and still have some absences can continue until the next General Assembly with whatever number remains. The vacant positions will be filled by election during the first General Assembly. In case the number of the board members falls below than half of the normal member, The General Assembly is called up on to meet within one (1) month.
Section 3. Ex-Officio Director. The Senior Commercial Attaché of the Turkish Consulate General in New York shall be, subject to his/her accepting the position of Director, an ex-officio Director, from whom the Chamber shall collect no Annual Membership Dues. The Ex-Officio Director shall preside at the Annual General Assembly Meetings and at the Extraordinary Meetings and in his/her absence a president shall be voted at each meeting. The said president shall be the individual who shall have obtained the plurality of votes prior to the Annual General Assembly Meetings and the Extraordinary Meetings.
Section 4. Compensation of Directors. The Directors shall serve without compensation or remuneration of any kind from the Chamber, except that their pre-approved expenses shall be reimbursed by the Chamber.
Section 5. Newly Created Directorships and Vacancies. Vacancies occurring in the Board other than due to TOBB’s representatives absence, for any reason shall be filled from the list of Alternate Directors, starting with the Alternate Director who shall have received the most votes. The appointed Alternate Directors shall have full voting powers and shall serve during the remaining term and until the next election of Directors of the Board.
Section 6. Removal of Directors. Any act, activity or conduct, which may result in disciplinary action against any Director(s) including, but not limited to removal of the same shall be referred by the Board decision to the Disciplinary Committee (as described in detail under Article VI) for final resolution.
Section 7. Resignation. A Director may resign at any time by sending a written notice to the Board. Such written notice shall be addressed to the Board at the Chamber’s Principal Office. The resignation shall take effect upon receipt thereof by Secretary of the Board and the acceptance of the resignation by the Board shall not be required to make it effective.
Section 8. Quorum of Directors. Ten (10) Directors constitute a quorum for the transaction of business at a meeting of the Board.
Section 9. Proxies. Proxies cannot be given during the Board of Directors Meeting.
Section 10. Action of Board. Unless otherwise required by law, the vote of the majority of Directors present, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one (1) vote.
Section 11. Board Meetings. The Board may hold its meetings at the Principal Office or at such other places, either within or without the state, at least once a month.
Section 11.1. The President shall be responsible for the preparation of the minutes of each Board Meeting. At each Board Meeting, the President shall submit to the Board a resolution encapsulating the matters approved at the prior Board Meeting and each Board Member including, members who has voted against such particular resolution(s) shall so state and execute the resolution.
Section 12. Notice of Meetings of the Board. Regular meetings of the Board may be held without notice at such time and place as the Board shall at its first meeting or otherwise determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President, or by any five (5) Directors upon three (3) days, notice to each Director either personally, or by e-mail or otherwise; the meeting shall be held no later than within seven (7) days of the date of the Notice. Notice of a meeting need not be given to any Director who attends the meeting.
Section 13. President. At all meetings of the Board, the President, or in his absence, one of the Vice-Presidents shall preside. No President of the Chamber shall serve for more than two (2) terms or four (4) years.
Section 14. Committees. The Board, by resolution adopted by a majority of the entire Board, may designate committees from among the Primary Representatives and Additional Representatives of the members of the Chamber to serve under directives of the Board of Directors according to their fields of activity. The Board shall approve any action taken by any such committee that in the Board’s discretion may affect the Chamber.
ARTICLE VI - DISCIPLINARY COMMITTEE
Section 1. Functions of the Disciplinary Committee. The Disciplinary Committee (hereinafter the “DC”) shall ensure ethical and orderly conduct of the activities of the Members and for such purpose the DC shall evaluate the written and signed complaints by the Board Members (hereinafter the “complaints”). The DC will take the necessary measures as authorized herein
Section 2. Election and Term of DC Members. The Disciplinary Committee (hereinafter the “DC”) shall ensure ethical and orderly conduct of the activities of the Members and for such purpose the DC shall evaluate the written and signed complaints by the Board Members (hereinafter the “complaints”). The DC will take the necessary measures as authorized hereinThe DC shall be composed of three (3) members and two (2) substitutes who are elected at Annual General Assembly Meetings in every two years by all the members, including those whose Primary Representatives shall hold office as members to the DC (hereinafter the “DC Members”) until next General Assembly Meeting with elections. No Board Member shall be elected to hold office in the Discipline Committee. The term of office of DC Members shall be two (2) years. Each elected DC Member shall hold office until the expiration of the term for which the DC
Member was elected. The General Assembly will elect three (3) substitutes for the Disciplinary Committee.
Section 3. Meetings and the Chairman of the DC. The DC Members shall elect its Chairman (hereinafter the “Chairman of DC”) at the first DC meeting held after the Annual General Assembly Meeting at which the DC Members are elected. The DC shall meet at least once a year.
In case a complaint is submitted the DC shall meet within one month after receipt of such complaint by the Chairman of the DC. The DC shall meet within one month after notice is given by one of the DC Members who may deem a meeting necessary without a complaint. Attendance of three (3) DC Members shall constitute a quorum for a meeting of the DC.
Section 4. Complaints. Member complaints should be directed to the DC by the Board for evaluation. The Complaints and supporting evidence or documentation must be forwarded by the Board to the Chairman of the DC. The DC shall first evaluate the Complaint to determine whether the complaint is has any merit and there is sufficient evidence to proceed for further evaluation. If the DC determines that the case is frivolous then, they will dismiss the complaint and notify the Board accordingly. If the DC determines that the complaint is justifiable and supported with sufficient evidence then, the DC will take appropriate measures and impose sanction including, but not limite to, termination of membership status. The decisions of the DC shall be final and binding.
Section 5. Resignation of DC Members. A DC Member may resign at any time by sending a written notice to the Board. Such written notice shall be addressed to the Board at the Chamber’s Principal Office. The resignation shall take effect upon acceptance by the Board. The Board will appoint the Alternate Director who has received the most votes as a temporary DC Member until the next Annual or Extra Ordinary General Assembly Meetings.
ARTICLE VII – BOARD OF AUDITORS
Section 1. Election and Term of Auditors: At General Assembly Meetings in every two years, the members shall elect a Board of Auditors comprised of three (3) members and two substitutes whose Primary Representatives shall hold office as Auditors until the next General Assembly Meeting with elections (each “Auditor” and collectively the “Board of Auditors”). Each member may have only one representative as an Auditor. No Auditor may be a Director and/or employed by directly or indirectly by a member whose Primary Representative sits on the Board. The term of office of Auditors shall be two (2) years. Each elected Auditor shall hold office until the expiration of the term for which the Member was elected.
Section 2. Compensation of Auditors: The Auditors shall serve without compensation or remuneration of any kind from the Chamber, except that their expenses may be reimbursed as determined by the Board.
Section 3. Purpose: The purpose of the Board of Auditors is to assure the proper functioning of the Board and of individual Directors and Officers. Auditors may participate and may offer nonbinding recommendations at meetings of the Board. It is not the purpose of the Board of Auditors to set policy for the Chamber, or to approve or disapprove any decision by the Board.
Section 4. Powers: A majority of the Board of Auditors shall have the power:
- To attend all meetings of the Board, without voting privileges;
- To demand access to all of the books and records of the Chamber, including the Minutes of Board meetings;
- To require Directors and Officers to answer written questions and appear for oral interviews, on all matters involving the operation of the Chamber;
- To issue written reports to the Board, setting forth any failure on the part of any Director or Officer to perform his duties, or any misfeasance or omission that injures the Chamber in any way; and
- To make written demand of the Board to correct or otherwise deal with any matter so reported
- To submit the report to the General Assembly
The Chamber shall send to each of the Auditors notice of all meetings of the Board, at the same time it sends such notices to Board members.
Section 5. Resignation: An Auditor may resign at any time by sending a written notice to the Chamber. The resignation shall take effect upon receipt thereof by the Chamber, and the acceptance of the resignation shall not be necessary to make it effective.
Section 6. TOBB has the right to access to all of the financial books and records of the Chamber and the Minutes of Board meetings throughout its membership.
ARTICLE VIII – OFFICERS
Section 1. Offices, Election, Term: The Board shall, from among the Directors, elect, for two-year terms a President, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified.
Section 2. Removal, Resignation: Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two (2) or more offices may be held by the same person, except the offices of president and secretary. A Director who is removed pursuant to Article V shall automatically loose his position as an officer.
Section 3. President of the Board: The President shall be elected by the Directors at the Board Meeting among the board members and shall serve for a term of two (2) years. The President shall be the chief executive officer of the Chamber; he shall preside at all meetings of the Chamber; he shall have the general management of the affairs of the Chamber and shall see to it that all orders and resolutions of the Board are carried into effect. The President shall sign and execute all contracts in the name of the Chamber. The President shall need no Board approval to execute contracts having to do with the Chamber's daily operations. The President shall also co-sign all checks, drafts, notes, and orders for the payment of money.
Section 4. Vice-Presidents: During the temporary absence or disability of the President, the Vice-President, or if there are more than one, the executive vice-president, shall have all the powers and functions of the President. Each vice-president shall perform such other duties as the Board shall prescribe.
Section 5. Treasurer: The Treasurer shall have the care and custody of all the funds and http://www.turkishuschamber.org/assets/front of the Chamber, and shall deposit said funds and liquid http://www.turkishuschamber.org/assets/front in the name of the Chamber in a bank to be identified by the Board and within the State of New York. At each Annual General Assembly Meeting, he shall present to the members, an annual report setting forth in full the financial condition of the Chamber.
Section 6. Acting Treasurer: During the temporary absence or disability of the Treasurer, the President may appoint an Assistant-Treasurer, who shall for the time the Treasurer shall be disabled or absent have all the powers and functions of the Treasurer. Upon return of the Treasurer to the Chamber, the Assistant-Treasurer shall turn-over to the Treasurer, the functions of his or her office.
Section 7. Secretary: The Secretary shall have the custody of the seal of the Chamber and shall affix and attest the same to documents when duly authorized by the Board. He or she shall see to it that all notices of the Chamber are duly sent out, and shall have charge of such books and papers as the Board may direct; He or she shall see to it that a membership list containing the names, alphabetically arranged, of all members of the Chamber, and their Primary Representatives is kept (hereinafter the “Membership List”). The Secretary shall prepare or cause to be prepared the resolutions of the Board.
Section 8. Acting Secretary: During the temporary absence or disability of the Secretary, the President may appoint an Assistant-Secretary, who shall for the time the Secretary shall be disabled or absent have all the powers and functions of the Secretary. Upon return of the Secretary to the Chamber, the Assistant-Secretary shall turn-over to the Secretary, the functions of his or her office.
Section 9. Compensation of Officers: The Officers shall serve without compensation or remuneration of any kind from the Chamber, except that their expenses may be reimbursed as determined by the Board.
Section 10. Expenditures by the Officers: All the expenses of the Chamber shall be approved by at least two (2) officers. The Treasurer or Assistant-Treasurer as well as the President or Vice-President shall sign all checks for expenditures of the Chamber.
ARTICLE IX – CHAMBER’S EXECUTIVE MANAGER & EMPLOYEES
The Board may at any time the finances of the Chamber so permit, hire an Executive Manager and one or more employees, who shall all serve under the directives of the Board. The Board shall set the conditions for such employment including the salaries and benefits if any. The Chamber’s Manager shall be the employed officer of the Chamber; he shall under the supervision of the President, manage the daily operations of the Chamber and shall see to it that all orders and resolutions of the Board are carried into effect.
ARTICLE X – MISCELLANEOUS
Section 1. Seal: The seal of the Chamber shall be as follows: Turkish-American Chamber of Commerce and Industry, Ltd. Corporate Seal, New York 2002
Section 2. Construction: These Bylaws are subject to the Chamber's Certificate of Incorporation. The Chamber's Certificate of Incorporation may be amended to conform to these bylaws. If there be any conflict between the provisions of the Chamber's Certificate of Incorporation as amended and the Bylaws, the provisions of the Certificate of Incorporation shall govern.
Section 3. Amendments: These Bylaws shall be effective immediately upon approval by the General Assembly. The bylaws may be adopted, amended or repealed by the General Assembly or at an Extraordinary Meeting but only with the vote of 2/3 of the members present. The General Assembly shall not consider amendment or repeal of the Bylaws, unless the Secretary shall, upon the Board’s request, have sent a notice to each member thirty (30) days in advance of the Annual General Assembly Meeting or of an Extraordinary Meeting, indicating that the General Assembly will consider and vote on amendment or repeal of the bylaws.
Section 4. Self Dealing and sharing Chamber profits and http://www.turkishuschamber.org/assets/front: No Director, Member, Officer, Manager, employee or person connected with this Chamber or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Chamber, provided however that this provision shall not prevent payment to any such person of a reasonable compensation for services performed for the Chamber in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no person or persons shall be entitled to share in distribution of and shall not receive any of the Chamber’s http://www.turkishuschamber.org/assets/front on dissolution of the Chamber.
Section 5. Distribution Upon Dissolution: Upon dissolution, all of the Chamber’s http://www.turkishuschamber.org/assets/front shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to any association or associations organized for purposes similar to the purpose of the Chamber as may be designated by the Board, provided that such organization is an organization qualified under Section 501(c) (6) of the Internal Revenue Code of 1954 as amended.
ARTICLE XI – INDEMNIFICATION
Section 1. Indemnification of Director: To the full extent authorized or permitted by law (as now or hereinafter in effect), the Chamber shall indemnify any person, who incurs liability or expense by reason of the fact that such person, his or her testator or intestate was a Director, with respect to any threatened, pending or completed action or proceeding, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees and expenses actually and necessarily incurred as a result of such action or proceeding, or any appeal thereof, if such person or his testator or intestate acted reasonably with respect to the implementation of any of the Board's resolutions, for a purpose which he or she reasonably believed to be in, and not opposed to, the best interests of the Chamber, and, in criminal actions and proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. Expenses incurred in defending a civil or criminal action or proceeding shall be paid by the Chamber in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount upon a determination that such person is not entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Chamber or allowed by the Court exceed the indemnification to which he or she is entitled.
Section 2. No amendment or repeal of this Article shall apply to or have any effect on the right to indemnification or advancement of expenses provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.
Section 3. The Chamber shall have power to purchase and maintain insurance on behalf of any person who is or was or whose testator or intestate is or was a Director, a Manager, an Auditor, an Officer or employee of the Chamber, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Chamber would have the power to indemnify him or her against such liability under applicable law.