Table of Contents
- ARTICLE I: OFFICES & MISSION
- ARTICLE II: MEMBERS
- ARTICLE III: BOARD OF DIRECTORS
- Eligibility for Membership
- General Powers
- Board Vacancies
- Annual Meeting
- Regular Meetings
- Special Meetings
- Statement of Purpose
- State Chapters
- Waiver of Notice
- Meeting by Telephone or Similar Equipment
- Consent to Corporate Actions
- Spending Powers
- Waiver of Notice
- ARTICLE IV: COMMITTEES
- ARTICLE V: Executive Committee
- ARTICLE VII: CORPORATE DOCUMENT PROCEDURE
- ARTICLE IV: INDEMNIFICATION
- Nonderivative Actions
- Derivative Actions
- Expenses of Successful Defense
- Contract Right; Limitation on Indemnity
- Determination That Indemnification Is Proper
- Proportionate Indemnity
- Expense Advance
- No exclusivity of Rights
- Indemnification of Employees and Agents of the Corporation
- Former Directors and Officers
- Changes in Michigan Law
- ARTICLE VIII: COMPENSATION
- ARTICLE IX: FISCAL YEAR
- ARTICLE X: AMENDMENTS
- ARTICLE XI: STATE CHAPTERS
BYLAWS OF BEIT SAHOUR USA ORGANIZATION
OFFICES & MISSION
1.01 Name. The official name of this corporation shall be Beit Sahour USA Organization (“BSUSA”).
1.02 Principal Office. The principal office of the corporation shall be within the state of Michigan at such place as the board of directors may determine from time to time.
1.03 Other Offices. The board of directors may establish other offices in or outside the state of Michigan.
1.04 Definition and Goals. BSUSA is a non-profit, non-partisan, social, educational, and Private charitable corporation whose proud members are invested in promoting the general welfare of the communities that derive their ancestry from the city of Beit Sahour, Palestine. This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Our mission is to improve the general welfare of our members and the communities we serve by providing educational, humanitarian, financial, charitable, developmental, and cultural programs. We aim to:
- Provide social and health care support to the elderly of Beit Sahour.
- Unlock the potential inside every individual from the education of students to the entrepreneurship of women and youth.
- Focus on the areas of greatest needs to derive gender-equitable positive change in our communities.
- Improve social interaction and enhance and promote networking between our members and with the Palestinian and Arabic communities at large to promote our culture and heritage to those outside our community and the American public at large, and to descendants of Beit Sahour living throughout the world.
- Work with the best organizations around the globe to bring together resources, expertise and vision that can better serve our members and communities in Beit Sahour and abroad.
Our strategic approach includes:
- Establishing a National organizational structure headed by a Board of Directors
- Providing community outreach and cultural education to our community and beyond.
- Developing initiatives and activities to empower members with Business and Professional skills and encourage business collaborations between members.
- Strengthening ties between the different Chapters and the National organization through increased participation in the Executive Committee and various Operating Committees.
2.01 Eligibility for Membership. To be eligible for membership in the corporation, an individual must have attained the age of eighteen (18) years, resides in the USA, and derives his or her origin from ancestral Beit Sahour or is married to people having such origin with proof. However, the Board of Directors may grant non-voting membership to whomever it chooses to. A non-voting member is one that cannot vote or hold any position in the corporation or its board of directors.
2.02 Membership Dues. The annual membership fees are $60.00 per individual or $120.00 per family. A family shall have two individual votes at any membership meeting. At age 24, children are no longer part of the family, they are considered an individual unless they are married. Any member over 70 years of age will be an honoree member of the corporation. An honoree member shall have full membership rights without having to pay membership dues.
2.03 Member in Good Standing. A member in Good Standing (“Good Standing”) is one that adheres to and complies with the organization By- Laws and has paid his/her current membership year Annual Dues.
2.04 Annual Meeting. The annual meeting of the members shall be held at such time to be set by the board of directors. At each annual meeting, all the business of the corporation shall be transacted as it may come before the meeting. The Board of Directors shall be elected once every 2 years at the conclusion of the annual meeting.
2.05 Special Meetings. Special meetings of the members may be called by the board of directors. Such meetings shall also be called by the president or secretary at the written request of not less than 10 percent of the members.
2.06 Place of Annual Meeting. The first annual meeting physical location will be provided by the current steering committee. Continuative meeting location shall be decided through vote at the annual meeting. Members present at each annual meeting shall decide where to hold the next meeting taking in consideration the need to visit the different states.
2.07 Place of Special Meeting. Any special meeting can be held virtually or at such place where regular meetings takes place. The board of director or the person calling for the meeting is responsible for providing virtual calling options to the members.
2.08 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given either personally or by mail to each member of record entitled to vote at the meeting at his or her last address as it appears on the books of the corporation. Alternatively, notice may be sent by e-mail as provided by the books of the corporation.
2.09 List of Members. The secretary of the corporation or the agent of the corporation having charge of the membership records of the corporation shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each member, be produced at the time and place of the membership meeting, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting. This list shall always be available to the Election Committee. The election committee shall certify the membership validity of each member entitled to vote or run for a post in the organization.
2.10 Quorum. Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represented 51% of the members or Board of Directors and entitled to vote at a meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present. If a quorum can’t be attained at the annual meeting, then another meeting shall be specified within 30 days and announced at that time. At that subsequent meeting any number of voting members present shall constitute a quorum.
2.11 Proxies. A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the member or the member’s authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it except as otherwise provided by statute.
2.12 Voting. Each member is entitled to one vote on each matter submitted to a vote. A family is entitled to two member votes for each matter. A vote may be cast either orally or in writing. When an action, other than the election of directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute. Directors shall be elected by a plurality of votes cast at any election.
2.13 Meeting by Telephone or Similar Equipment. A member may participate in a membership meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
2.14 State Chapters. A member in good standing of any State Chapter will be automatically considered a member of the corporation provided they qualify for the corporation membership. Unless there is no State Chapter at a member state of residency, any member in this corporation must be a member in the State Chapter where that member resides for more than 50% of the fiscal year.
BOARD OF DIRECTORS
3.01 General Powers. The business, property, and affairs of the corporation shall be managed by the Board of Directors.
3.02 Number. The Board shall consist of 15 – 25 directors, including the following elected positions:
- Chairperson. The Chairperson, if elected, shall preside at all Board meetings. The Chairperson shall have the power to perform duties as may be assigned by the Board.
- Vice Chairperson. If the Chairperson is absent or unable to perform his or her duties, the Vice Chairperson shall perform the Chairperson’s duties until the Board directs otherwise.
- Secretary. The Secretary shall (a) keep minutes of board meetings; (b) be responsible for providing notice to each member and director as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each member, officer and director; and (e) perform all duties incident to the office and other duties assigned by the Chairperson or the Board.
3.03 Qualification. Board members must be members of the corporation and must reside legally in the United States.
3.04 Tenure. Directors shall be elected at the annual membership meeting to hold office for two years until the appropriate annual membership meeting and until the director’s successor is elected and qualified, or until the director’s death, resignation, or removal. At any Membership meeting a new Board of Directors could be elected provided there is a Quorum in supporting such election.
3.04.01 The Board shall form an Election Committee to oversee the election process. The election committee members must be members in good standing of the organization.
3.05 Resignation. A director may resign at any time by providing written notice to the corporation. Notice of resignation will be effective on receipt or at a later time designated in the notice. A successor shall be appointed as provided in section 3.06 of the bylaws.
3.06 Removal. Any director who missed 3 or more board meetings without cause may be removed by a majority vote of the members entitled to vote.
3.07 Board Vacancies. A vacancy on the board may be filled with a person selected by the remaining directors of the board, though less than a quorum of the board of directors, unless filled by proper action of the members. Each person so elected shall be a director for a term of office continuing until the next election of directors by the members. Taking in consideration the last election votes.
3.08 Annual Meeting. An annual meeting shall be held each year on such a date specified by the board of directors immediately after the annual membership meeting. If the annual meeting is not held at that time, the board shall cause the meeting to be held as soon thereafter as is convenient.
3.09 Regular Meetings. Regular meetings of the board may be held at the time and place as determined by a board resolution without notice other than the resolution. The Board shall meet at least once every 3 months.
3.10 Special Meetings. Special meetings of the board may be called by the president or any two directors at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each director in any manner at least three days before the meeting.
3.11 Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice for that meeting.
3.12 State Chapters. The Board shall decide to admit a State Chapter in the corporation.
3.13 Waiver of Notice. The attendance of a director at a board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
3.14 Meeting by Telephone or Similar Equipment. A director may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
3.15 Quorum. A majority of the directors then in office constitutes a quorum for the transaction of any business at any meeting of the board. Actions voted on by a majority of the directors’ present at a meeting where a quorum is present shall constitute authorized actions of the board.
3.16 Consent to Corporate Actions. Any action required or permitted to be taken pursuant to board authorization may be taken without a meeting if, before or after the action, all directors consent to the action in writing. Written consents shall be filed with the minutes of the board’s proceeding.
3.17 Spending Powers. The board of directors have the power to adopt and execute any project in accordance with the BSUSA goals provided the total cost of such project does not exceed a total of $100,000.00 dollars annually. A membership meeting is required to approve projects with total cost of more than $100,000.00 dollars annually. No officer or board member shall have authority to spend more than $500.00 dollars without the board approval. Any draft requires board approval and all checks shall require two authorized signatures.
4.01 General Powers. The Board, by resolution adopted by a vote of a majority of its directors, may designate one or more committees, each committee consisting of one or more directors. The Board may also designate one or more directors as alternate committee members who may replace an absent or disqualified member at a committee meeting. If a committee member is absent or disqualified from voting, members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified member. All committees designated by the Board shall serve at the pleasure of the Board.
A committee designated by the Board may exercise any powers of the Board in managing the corporation’s business and affairs to the extent provided by resolution of the Board. However, no committee shall have the power to
- Amend the articles of incorporation.
- Adopt an agreement of merger or consolidation.
- Amend the bylaws of the corporation.
- Fill vacancies on the board; or
- Fix compensation of the directors for serving on the board or on a committee.
- Recommend to members the sale, lease, or exchange of all or substantially all of the corporation’s property and assets.
- Recommend to the members a dissolution of the corporation or a revocation of a dissolution; or
- Terminate memberships.
4.02 Meetings. Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in article III for meetings of the Board. Minutes shall be recorded at each committee meeting and shall be presented to the Board.
4.03Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the minutes of the committee’s proceedings.
5.01 Number. The Executive Committee of the corporation shall be appointed by the Board. The number of officers may vary between 5-11 members as decided by the Board. The Executive Committee shall include a President, Vice-president, Secretary, Treasurer, and Member Officers. The Board shall elect each member of the Executive Committee to his/her post directly. All Executive Committee members shall be voting members of the Board. Two or more offices may be held by the same person, but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the President or by the Board to be executed, acknowledged, or verified by two or more officers. Any executive members cannot serve more than four consecutive years in the same capacity.
5.02 Term of Office. Each officer shall hold office for one-year term and until a successor is appointed and qualified. An officer may resign at any time by providing written notice to the corporation. Notice of resignation is effective on receipt or at a later time designated in the notice. The Board can replace the officers at any time it chooses to.
5.03 Removal. An officer appointed by the Board may be removed with or without cause by vote of a majority of the Board. The removal shall be without prejudice to the person’s contract rights, if any. Appointment to an office does not of itself create contract rights.
5.04 Vacancies. A vacancy in any office for any reason may be filled by the Board.
5.05 President. The President shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation. The President shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The President shall sign all corporate documents and agreements on behalf of the corporation, unless the president or the board instructs that the signing be done with or by some other officer, agent, or employee. The President shall see that all actions taken by the board are executed and shall perform all other duties incident to the office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other officer of the corporation.
5.06 Vice President. The Vice President, if any, shall have the power to perform duties that may be assigned by the President or the Board. If the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise. The Vice President shall perform all duties incident to the office.
5.08 Secretary. The Secretary shall (a) keep minutes of Executive Committee meetings; (b) be the custodian of Executive Committee records; (c) coordinate with the Secretary of the Board to insure accurate register of the names and addresses of each member, officer and director; and (d) perform all duties incident to the office and other duties assigned by the President.
5.09 Treasurer. The Treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the corporation at such depositories in the corporation’s name that may be designated by the board; (d) complete all required corporate filings; and (e) perform all duties incident to the office and other duties assigned by the President or the Board.
CORPORATE DOCUMENT PROCEDURE
No corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall be signed by any officer, designated agent, or attorney-in-fact unless authorized by the board or by these bylaws.
7.01 Nonderivative Actions. Subject to all of the other provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a director or officer of the corporation, or who was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
7.02 Derivative Actions. Subject to all of the provisions of this article, the corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the corporation or (b) the person was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.
7.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 7.01 or 7.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.
7.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 7.03 of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.
7.05 Determination That Indemnification Is Proper. Any indemnification under sections 7.01 or 7.02 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 7.01 or 7.02, whichever is applicable. The determination shall be made in any of the following ways:
- By a majority vote of a quorum of the board consisting of directors who were not parties to such action, suit, or proceeding.
- If the quorum described in clause (a) above is not obtainable, by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
- By independent legal counsel in a written opinion.
- By the members.
7.06 Proportionate Indemnity. If a person is entitled to indemnification under sections 7.01 or 7.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
7.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 7.01 or 7.02 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but it need not be secured.
7.08 No exclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
7.09 Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.
7.10 Former Directors and Officers. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
7.11 Insurance. The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation or (b) was or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against liability under this article or the laws of the state of Michigan.
7.12 Changes in Michigan Law. If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that the change permits the corporation to provide broader indemnification rights than the provisions permitted the corporation to provide before the change.
When authorized by the board, a person shall be reasonably compensated for services rendered to the corporation as an officer, director, employee, agent, or independent contractor, except as prohibited by these bylaws.
The fiscal year of the corporation shall be January 1 to December 31.
A majority of the membership at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of a majority of the membership, provided that notice setting forth the proposed amendment(s) has been given to all board members at least 10 days prior to the meeting.
11.01 Any physical concentration in the U.S. with at least 25 or more members has authority to form a State Chapter of the Corporation, provided that no more than one State Chapter allowed per each state. However, each State Chapter can have as many local clubs as it may chooses.
11.02 State Chapters shall function as an independent entity as long as they adhere to BSUSA’s by-laws and each of their respective by-laws.
11.03 Each State Chapter shall adopt its own governing laws, including but not limited to by-laws, provided that these laws do not conflict with this corporation By-Laws and must comply with state and federal laws.
11.04 Each State Chapter shall produce its own separate board meetings, separate minutes, separate bank accounts, separate books, and records, filing annual reports, filing a separate Form 990.
11.05 Activities to be run by the different State Chapters should be communicated; through the various channels provided; to the Board of the Corporation to avoid conflicting activities. These communications shall not constitute a power of the Board to interfere with any activity of any state chapters.
11.06 Any membership dues collected by State Chapters must be split in half with BSUSA and will cause the state chapter members to be in good standing with the corporation.
11.07 Any funds collected or raised by state chapters other than membership dues are the sole funds of that State Chapter and no claims can be made against it by BSUSA.
11.08 Each State Chapter have the right to spend their funds as they may choose to do.
11.09 The sole use of the corporation federal tax identification number shall not give the corporation any authority to claim or use State Chapter funds without the written approval of the State Chapter governing bodies.
11.10 Each State Chapter shall obtain its own Federal Tax ID Number. If allowed by a favorable determination by the Internal Revenue Service, each State Chapter may have authority to use BSUSA’s 501(c)(3) Federal Tax ID Number for any reason.
11.11 All the programs of any State Chapter must be within the scope of the allowed programs under BSUSA by-laws.
11.12 Upon dissolution of any State Chapter or any of its Clubs, all assets of that dissolved State Chapter shall be bestowed to BSUSA.