THE BYLAWS OF BEIT SAHOUR USA ORGANIZATION
ARTICLE I OFFICES & MISSION
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- Name. The official name of this organization shall be Beit Sahour USA Organization (“BSUSA”).
- Principal Office. The principal office of the organization shall be within the state of Michigan at such place as the board of directors may determine from time to time.
- Other Offices. The board of directors may establish other offices in or outside the state of Michigan.
- Definition and Goals. BSUSA is a non-profit, non-partisan, social, educational, and charitable organization 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 organization 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. Our Goals are to:
- Provide a well-defined structure to represent and connect all the people originally from Beit Sahour – Palestine – and their descendants currently residing in the USA.
- To instill and nurture our ancestral language, culture, and heritage in our youth.
- 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.
- Collaborate 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.
- Establish a charitable fund to provide social and health care support to the people of Beit Sahour, especially the elderly, without interfering or influencing their affairs or politics.
Our strategic approach includes:
- Establishing a National non-profit organizational structure.
- Providing the tools to help our members and community better connect and interact socially, emotionally, and economically through various activities.
- 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 various Operating Committees.
ARTICLE II MEMBERS
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- Eligibility for Membership. To be eligible for membership in the Organization, 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. All eligible individuals and families are members of the organization unless they choose otherwise or specifically barred by the Board of Directors from being members. However, the Board of Directors may grant non-voting membership to whomever it chooses to and may add guest members from other adjacent countries (Canada + Mexico).. A non-voting member or guest is one that cannot vote or hold any position in the organization or its board of directors.
- Member in Good StandingA 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 Annual Dues. Members in Good Standing are the only members allowed to vote at any of the Organization’s meetings or run for any office in the Organization.
- Membership Dues. The annual membership fees are $60.00 per individual or $120.00 per family (with or without children up to the age of 24 years old). A family shall have no more than two votes at any membership meeting. At age 24, a family member is considered an individual unless they are married. Any member over 70 years of age will be an honoree member of the organization. An honoree member shall be a member in Good Standing without having to pay membership dues.
- Voting. Each member in Good Standing is entitled to one vote on each matter submitted to a vote. A family is entitled to two member votes for each matter. The family need to identify the two voting members at registration. A vote may be casted 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 majority of votes cast at any election.
- Annual Meeting (Convention). 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 organization 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.
- Place of Annual Meeting. Unless decided at the convention, the Board of Directors shall decide the physical location of the next convention.
- Special Meetings. Special meetings of the members may be called by the Board of Directors. Such meetings shall also be called by the Chairperson or secretary at the written request of not less than 10 percent of the members in Good Standings.
- Place of Special Meeting. Any special meeting can be held virtually or at such place where regular meetings take place. The board of director or the person calling for the meeting is responsible for providing virtual calling options to the members.
- 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 organization. Alternatively, notice may be sent by e-mail as provided by the books of the organization.
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- List of Members. The secretary of the organization or the agent of the organization having charge of the membership records of the organization 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.
- 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 in Good Standing 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 cannot 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.
- 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 statue.
- 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.
- State Chapter Membership. A member in Good Standing of any State Chapter will be automatically considered a member in Good Standing of the organization provided they qualify for the organization membership. Unless there is no State Chapter at a member state of residency, any member in Good Standing in this organization must be a member in the State Chapter where that member resides for more than 50% of the fiscal year.
ARTICLE III BOARD OF DIRECTORS
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- General Powers. The business, property, and affairs of the organization shall be managed by the Board of Directors.
- The Board shall set the general policy, long-term goals, and yearly goals and strategies for the Organization at the Annual meetings.
- The Board shall provide the committees, including the executive committee, with all the yearly goals and strategies.
- The Board shall perform a review of the Organization progress during its regular and Annual meetings.
- 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. The Chairperson shall represent the Organization in meetings with other organizations and advance the Organization goals on the national levels. The Chairperson may attend any committee meeting at any time as an observer.
- 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. The Vice Chairperson may attend any committee meeting at any time as an observer.
- 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.
- Qualification. Board members must be Good Standing members of the organization for at least 3 months prior to the election date and must reside legally in the United States.
- 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.
- The Board shall form an Election Committee to oversee the election process at least 4 months prior to the election date. The board shall provide the Election Committee with its duties, procedures, and responsibility. The election committee members must be Good Standing members of the organization.
- Resignation. A director may resign at any time by providing written notice to the organization. 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 3.07 of the bylaws.
- 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.
- 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 who is elected shall be a director for a term of office continuing until the next election of directors by the members. In filling these vacancies, the Board shall take in consideration the last election votes.
- Annual Board 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.
- 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.
- General Powers. The business, property, and affairs of the organization shall be managed by the Board of Directors.
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- Special Meetings. Special meetings of the board may be called by the Chairman of the Board or 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.
- Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meetings of the board need be specified in the notice for that meeting.
- State Chapters. Upon the recommendation of at least two Board members the Board shall decide to accept or refuse the admission of a State Chapter in the organization.
- 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.
- 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.
- Quorum. A majority of the directors (51%) 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.
- 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 theboard’s proceeding.
- Spending Powers. The Executive Committee shall 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 $50,000.00 dollars annually. A Board of Director meeting is required to approve projects with total cost of more than $50,000.00 dollars annually. No officer or board member shall have authority to spend more than $500.00 dollars without the Executive Committee approval. Any draft requires board approval, and all checks shall require two authorized signatures.
ARTICLE IV COMMITTEES
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- General Powers. The Board, by resolution adopted by a vote of the 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 they constitute a quorum or not, 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 organization’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 organization.
- 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 the organization’s property and assets.
- Recommend to the members a dissolution of the organization or a revocation of a dissolution; or
- Terminate memberships.
- Meetings. Committees shall meet as directed by the Board at least once a month, 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 Executive Committee.
- Consent 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.
- Standing Committees. The following committees shall be designated at the Annual Board Meeting: Executive Committee, Youth Empowerment Committee, Women Empowerment Committee, Beit Sahour Affairs Committee, Financial Planning Committee, Social Planning & Membership Committee, and Public Relation Committee.
- Acting Committees. The following committees shall be designated by the Board at the appropriate time when needed: Credentials Committee, Election Committee, and any other Project Specific Committees deemed appropriate by the Board.
- Rules for Committees. Except for the Executive Committee, each Standing Committee shall confirm to the following rules:
- General Powers. The Board, by resolution adopted by a vote of the 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 they constitute a quorum or not, 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 organization’s business and affairs to the extent provided by resolution of the Board.However, no committee shall have the power to:
- Number: Each committee shall have between 3-9 members. Each member cannot serve in more than two committees at the same time.
- Coordinator: Each committee shall have one coordinator. Each Standing Committee Coordinator shall be a member of the Executive Committee. A member can only be a coordinator for one committee only.
- Term: Each Committee member shall hold office for One year term.
- Reporting: At each of the Executive Committee meetings a report shall be submitted by each Committee’s Coordinator for review and approval.
- Approval Process: If the Executive Committee fails to approve any other standing committee initiative, the concerned committee may escalate the matter to the full Board Meeting for approval.
- Budget. Each committee should submit its budget to the board at the beginning of the fiscal year. Each committee should work within its approved budget. Any additional fund must be approved by the board.
ARTICLE V
Executive Committee
- Number. The Executive Committee of the organization shall be appointed by the Board. The number of officers is 9-11 members as decided by the Board. The Executive Committee shall include a President, Vice-president, Secretary, Treasurer, and Member Officers. Member Officers shall be assigned as Committee Coordinators by the Executive Committee. 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.
- 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 Board. 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.
- 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.
- Vacancies. A vacancy in any office for any reason may be filled by the Board. In the meantime, the executive committee has the right to temporally appoint someone to fill in the vacancy until the board appoint a member.
- President. The President shall be the chief executive officer of the organization and shall have authority over the general control and management of the business and affairs of the organization. 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 organization, 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, tothe President’s right and the right of the Board to delegate any specific power to any other officer of the organization.
- 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.
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- 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 ensure 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.
- 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 organization at such depositories in the
organization’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.
ARTICLE VI
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.
ARTICLE VII INDEMNIFICATION
Any person made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that she or he is or was a Director or Officer of BSUSA shall be indemnified by the organization against any and all liability and the reasonable expenses, including attorney fees and disbursement incurred by him or her in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein except in relation to matters as such to which it shall be adjudged in such action suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his or her duties.
ARTICLE VIII COMPENSATION
When authorized by the board, a person shall be reasonably compensated for services rendered to the organization as an officer, director, employee, agent, or independent contractor, except as prohibited by these bylaws.
ARTICLE IX FISCAL YEAR
The fiscal year of the organization shall be July 1 to June 30.
ARTICLE X AMENDMENTS
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.
ARTICLE XI STATE CHAPTERS
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- Any physical concentration in the U.S. with at least 25 or more members has authority to form a State Chapter of the Organization, 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.
- 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.
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- 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 organization By-Laws and must comply with state and federal laws.
- 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.
- Activities to be run by the different State Chapters should be communicated; through the various channels provided; to the Board of the Organization to avoid conflicting activities. These communications shall not constitute a power of the Board to interfere with any activity of any state chapters.
- 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 organization.
- 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.
- Each State Chapter have the right to spend their funds as they may choose to do.
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- The sole use of the organization federal tax identification number shall not give the organization any authority to claim or use State Chapter funds without the written approval of the State Chapter governing bodies.
- Each State Chapter can 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.
- All the programs of any State Chapter must be within the scope of the allowed programs under BSUSA by-laws.
- Upon dissolution of any State Chapter or any of its Clubs, all assets of that dissolved State Chapter shall be bestowed to BSUSA.