Bylaws of TAA

"Alone we can do so little; together we can do so much" - Helen Keller 

Article Definitions 

​Article 1 - Definitions 

  1. Association: Tripoli Association of Atlanta, INC, a Georgia not-for-profit corporation that shall be operated as a non-profit corporation under the provisions of the Georgia Non-profit Corporation Code.

  2. Board of Directors: The Association’s board of officers and non-officer directors.

  3. Officer Director: A member of the Association’s board of directors.

  4. Non-Officer Director: A member of the Association’s board of directors.

  5. Member: An honorary member of the Association.

  6. Association Year: Twenty Four months term that begins on August 28.

  7. TAA: Tripoli Association of Atlanta, INC.

  8. President and CEO: President and Chief Executive Officer.

  9. Secretary: Fostering communication and ensuring proper management.

  10. CFO: Chief Financial Officer.

  11. Association Officers: President & CEO, Secretary and CFO

Article 2 - Governance 

  1. Governing Body: The governing body of this Association is its Board of Directors, consisting of three members of the Association, the president who is also a CEO on the Board of Directors, Secretary and CFO. The officers listed above are required to be members of the Association Board of Directors.

  2. Contracts: Any contract or agreement that binds the Association, whether written or oral or required in carrying out a TAA project must be approved by the Board of Directors and signed by the President of the CFO.

  3. Internal Control Requirements: The most current System of Internal Control adopted by the Association is hereby made a part of these By Laws as completely as if they were reproduced here in their entirety.

  4. Amendments: No resolution or motion to commit this Association on any matter shall be considered at a regular Association meeting. Such resolutions or motions, if offered at an Association meeting, shall be referred to the Board of Directors without discussion.

Article 3 - Election of Directors and Officers

  1. Biannual Elections: At the biannual meeting of the Association, as described in the Meetings Article, the presiding officer shall present the candidates proposed by the nominating committee from the current Board of Directors for all open officer and open Board member positions. Upon the closing of nominations, a voice vote will be conducted and the candidate receiving the majority of the votes for each open officer and Board of Directors position shall be declared elected. If no candidate receives a majority of the votes, voting will continue among the top two vote getters until all positions have been filled. Officers and Board members shall take office at the beginning of the Association year, as described in the definitions, following their election.

  2. Nominating Committee: The nominating committee shall consist of all active Board of Directors as well as the current president of the Association. The current president is the nominating committee chair.

  3. Preliminary Nominating Meeting: The president shall call for a preliminary meeting of the nominating committee to be held within 6 months before the ending of the Association year, as described in the definitions, as described in the definitions for the purpose of considering potential officer and Board candidates. Association Members may suggest candidates or provide other input to the nominating committee. The nominating committee chair, with any input from the Members, will prepare for the Preliminary Nominating Meeting with a list of not fewer than three potential candidates. This list will be submitted in writing and presented in order of number of years of experience in the Association. The list will include a paragraph as to why each candidate is a good choice for the position recommended. Desired criteria for this list include seniority, 80% attendance, active Association participation, and the potential to serve as president. Only candidates presented in writing, at the nominating committee meeting will be considered by the nominating committee. This list, plus any new nominations identified at that meeting, becomes the slate of candidates to be voted on at the nominating committee meeting within 6 months before the ending of the Association year, as described in the definitions.

  4. Final Nominating Meeting: The chair of the nominating committee will call for a meeting within 6 months before the ending of the Association year as described in the definitions and approximately one month after the preliminary meeting. Committee Members may vote by written proxy and present written opinions for the committee’s consideration. No new candidates can be nominated at this final nominating meeting. At this final nominating meeting, a vote for the President/CEO, Secretary, CFO and Directors nominees will be held. Upon nomination and before the annual meeting of the Association, the chair will approach the nominees in the order prioritized, ask them to serve and announce confidentially the results to the nominating committee.

  5. Eligibility: Each Association year, as described in the definitions, Directors shall be nominated for an Association year term (24 months), as described in the definitions. To be eligible for election as a Director, candidates must have been an active Member of the Association for at least two years at the time they are elected. After serving a complete term, Directors may be re-elected as non-officer Directors. Former Directors may be re-elected as Officers.

  6. Terms of Office: Officers and Non-officer Directors shall serve for an Association year (twenty four months) as described in the definitions. A Director elected to fill a partial term of fewer than 13 months shall be eligible for election to a full, regular two year term at the end of the partial term.

  7. Mid-term Vacancies: A vacancy among the officers, officers-elect, Directors or Directors-elect shall be filled for the remainder of the open term by action of the remaining members of the Board of Directors.

  8. Removal: Removal of an officer or Director is a serious matter that should be reserved for cases of malfeasance, extreme dereliction of duty and the like. However, any officer or Director may be removed from office and/or Board of Directors membership by a two-thirds vote of the remaining Board of Directors, provided that notice of intent to consider such a matter shall have been communicated to the entire Board of Directors at least ten days before the matter is brought up for consideration.

Article 4 - Duties of the Directors 

  1. President: It shall be the duty of the president to preside at meetings of the Association and the Board of Directors and to perform other duties as ordinarily pertain to the office of president or as may be prescribed by the Board of Directors.

  2. Immediate Past President: It shall be the duty of the immediate past president to serve as a Director and to perform such other duties as may be prescribed by the president or the Board of Directors. The past president shall be responsible for chairing the nominating committee and obtaining the assent of nominees to serve.

  3. President-Elect: It shall be the duty of the president-elect to serve as a Director and to perform such other duties as may be prescribed by the president or the Board of Directors. The president-elect shall chair the long range planning committee and be responsible for preparing the annual plan and budget for his or her Association year, as described in the definitions. In addition, the president elect will preside over regular Association and Board of Directors meetings in the absence of the president.

  4. Secretary: Biannually, the President shall appoint a member of the Board of Directors as Secretary. It shall be the duty of the secretary to record, distribute, and preserve the minutes of all Board of Directors meetings; and to maintain these bylaws; and to perform such other duties as may be prescribed by the President or the Board of Directors. Amendments to the bylaws will be recorded on a separate page or pages in both the minutes of the meeting at which they were approved and in the bylaws themselves until they are incorporated into the published bylaws.

  5. CFO: It shall be the duty of the CFO to maintain custody of all funds, accounting for them to the Association annually, biannually and at any other time upon request by the Board of Directors, and to perform other duties as pertains to the office of treasurer or as may be prescribed by the President or the Board of Directors. The CFO will be responsible for all regulatory filings required of the Association for that Association year, including forwarding appropriate records to the Association’s tax preparer, signing and filing the Association’s tax returns and any reports required to be submitted to the Georgia Secretary of State. Upon retirement from office, the treasurer shall turn over to the incoming treasurer, or to the president, all funds, books of accounts, or any other Association property in his possession or control.

  6. Archivist: It shall be the duty of the Archivist to determine and maintain a calendar of the regulatory filings required of the Association, including but not limited to the annual State and Federal tax returns, and the annual corporate registration. In the absence of other arrangements, the Archivist will serve as the Registered Agent of the Association. The Archivist is not responsible for performing any of the regulatory requirements, only to notify and follow up with the appropriate Association officer. The Archivist shall also develop the retention schedule for all Association documents and maintain all files. All archived documents shall be marked with a “permanent” or a “destroy” date, based on the Retention schedule.

  7. Bookkeeper: The Board of Directors may retain a bookkeeper to maintain the Association's books of account, and other assigned duties, all in conformance with these By Laws. The Bookkeeper's duties include assuring that any required checks are promptly requested from the CFO who will prepare, sign, and mail them; keeping the attendance records and respond to members questions; sending out notices of Association and Board of Directors meetings.

  8. Other Officers: The Board of Directors in its discretion may elect from time to time such additional officers as it may deem appropriate or advisors with such duties as the Board of Directors shall prescribe. Any such additional officer positions created may at any time be terminated by the Board of Directors.

Article 5 - Meetings 

  1. Annual Meeting of the Association: An annual meeting of this Association shall be held at the first regular meeting in September, or at such other meeting of the Association as the Board of Directors may elect, at which time the election of officers and Directors to serve for the ensuing Association year, as described in the definitions, shall take place.

  2. Quarterly Meetings & Events: The meeting and event place to be arranged by the Board of Directors. Due notice of any changes in or canceling of the meeting or events shall be given to all Members of the Association.

  3. Board of Directors Meetings: Regular meetings of the Board of Directors shall be held on the third Monday of each quarter or on such other date as the President may select. Special meetings of the Board of Directors may be called by the president, whenever deemed necessary, or upon the request of two Directors. Notice of all Board of Directors Meetings shall be communicated to each Director at least ten days before such meeting.

  4. Board of Directors Meeting Quorum: A majority of the Directors shall constitute a quorum of the Board of Directors. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during the meeting. Participation in such a meeting shall constitute presence in person at the meeting. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at a meeting which was adjourned.

  5. Actions In Lieu of Meeting: The Board of Directors may make decisions or take action via email or other written assent of not less than the minimum number of Directors that would be necessary to authorize or take such action at a meeting. In such cases, a majority of the Board of Directors must assent and the decision or action must be recorded in the minutes of the next Board of Directors meeting.

Article 6 - Fees, Dues and Contributions 

  1. Amounts: Contributions from and to the charitable funds, membership, and other charges shall be as determined from time to time by the Board of Directors and documented.

  2. Dues: At the current time there are no Annual Association membership dues. The Board of Directors may make the decision to collect membership dues and send a notice to the members at least 6 months before such a decision is active.

Article 7 - Fiscal Policies 

  1. Receivables: The CFO is in charge of all receivables. The CFO will notify by phone, mail, or email of unpaid accounts, and of the late charges being assessed.

  2. Expense Reimbursement: The CFO shall write checks or otherwise disburse Association funds to pay for approved budget items upon the submission of a receipt for an expense.

Article 8 - Duties of Association Committees 

  1. President ex officio: The president shall be ex officio a Member of all Association committees and, as such, shall have all the privileges of membership thereon.

  2. Limits of Committee Delegation: Each association committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the Board of Directors. Except where special authority is given by the Board of Directors, such committees shall not take action until a report has been submitted to and approved by the Board of Directors.

  3. Committee Chair Responsibility: Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the association committee, and shall report to the Board of Directors on all committee activities.

  4. Type of Committees: The Association currently has Social, Community outreach, Education, Wellness, Outdoor, Youth, Service Projects, and Long term planning committees.

  5. Other Committees: The Board of Directors may from time to time authorize the appointment of other committees having such duties, authority, and responsibility as the Board of Directors may determine.

Article 9 - Finances 

  1. Budget: Prior to the beginning of each one year of the Association, the Board of Directors shall prepare budgets of estimated income and expenditures for the one year of the Association for submission to the Board of Directors no later than 60 days prior to the beginning of the Association year, as described in the definitions. Upon approval by the Board of Directors, these budgets shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board of Directors. Separate budgets will be prepared for Association operations and charitable contributions. The Association’s charitable activities being funded through the Tripoli Association of Atlanta, and the charitable budget must be approved by the Board of Directors.

  2. Depository: The CFO shall deposit all Association funds in a bank approved by the Board of Directors.

  3. Methods of Payment: All bills shall be paid only by check, credit card, debit card, or electronic bill pay, as from time to time determined by the CFO. Bills associated with budgeted activities shall be paid upon submission of valid expenses by committee Members and approval by the CFO. The Board of Directors must approve any non-budgeted or over-spent items.

  4. Fiscal Year: The fiscal year of this Association shall be the one year of the Association.

Article 10 - Method of Membership 

  1. Requirements: Tripoli Association of Atlanta is actively seeking to consistently reach out to the community and promote membership. At the current time, membership to the Association is honorary and there are no association membership dues. The Association seeks to strengthen the relationship and the bonding of the Lebanese community and invited guests living in Atlanta and the surrounding cities in the State of Georgia through interaction and by conducting social, seasonal activities and events.

Article 11 - Amendments 

  1. Requirements: These bylaws may be amended at any regular meeting of the Board of Directors, a quorum being present, by a two-thirds vote of the entire Board of Directors, provided that notice of such proposed amendment shall have been communicated to each Member at least ten days before such meeting. This notice requirement can be waived by a vote equal to two-thirds of the entire Board of Directors, not just two-thirds of those present. No amendment or addition to these bylaws can be made which is not in harmony with or not permitted by non-profit corporations organized and existing under the laws of the State of Georgia.

  2. Effective Date: Amendments to these bylaws become effective immediately unless otherwise specified in the resolution adopting the amendment. Amendments shall be effective as fully as if they were written into the bylaws, and any portions of the pre-amendment bylaws in conflict with an amendment shall be void.

  3. Procedures: All administrative decisions, policies, manual of procedure, practices, and similar documents, become void at the end of the Association year, as described in the definitions unless specifically added to these bylaws. However, such documents are recommended to succeeding officers, Directors, and committee chairs as indicative of practices followed.

 

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