By-Laws

 

BYLAWS OF SYRIAN EXPATRIATES ORGANIZATION (SEO)

 

 

ARTICLE 1: NAME; REGISTERED OFFICES AND REGISTERED AGENT

 

Section 1.1 Name

The name of this not-for-profit corporation is Syrian Expatriates, Inc. (referred to herein as “SE” or the “Organization”), incorporated under the laws of the State of Michigan.

 

Section 1.2 Registered Office; Other Offices

The Organization shall maintain a registered office in the State of Michigan, and may maintain its principal office or other offices in the State of Michigan or such other locations as may be determined from time to time by the Board of Directors.

 

Section 1.3 Registered Agent

SE shall have and continuously maintain a registered office in the State of Michigan (which may be identical with the principal offices) and the Board of Directors shall appoint and continuously maintain in service a registered agent in the State of Michigan, who shall be an individual resident of the State of Michigan or a corporation registered in Michigan, whether for profit or not for profit.

 

ARTICLE 2: PURPOSES

 

Section 2.1 General Purposes

The purposes of the Organization shall be limited to charitable and educational activities in accordance and compliance with Section 501(c)(3) of the Internal Revenue Code, as amended. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements.

Notwithstanding any other provisions herein, the Organization shall not carryon any activities that the following types of organizations are not permitted to carryon:

(a) organizations exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c) of such Code, and/or

(b) organizations, contributions to which are deductible under Sections 170(c)(2), 2055(A)(2), 2106 or 2522(a)(2) of the Internal Revenue Code.

 

Section 2.2 Specific Purposes

In accordance with and subject to Section 2.1, SE was further formed to organize, sponsor, and fund charitable aid and development activities for Syrians, both inside and outside of Syria, in compliance with applicable state and federal law, including but not limited to the following general categories of activities:

(a) Organize, sponsor and fund activities in support of the charitable, educational, and economic development of Syria;

(b) Support democratic initiatives and promote principles of democracy and equality in Syria;

(c) Provide for the delivery of humanitarian assistance to the needy people of Syria; and

(d) Provide for educational and technical assistance towards the educational, and economic development of Syria.

 

ARTICLE 3: GENERAL STRUCTURE

 

The Organization shall be a member-based organization governed by a Board of Directors (the “Board”), which shall have general authority to supervise, manage and control the Organization in order to further the purposes set forth in Article 2. The Organization shall be managed on a day-to-day basis through its Officers as set forth in Article 5 and 6.

 

ARTICLE 4: MEMBERSHIP AND GENERAL ASSEMBLY

 

Section 4.1 Qualifications

To be a Member of the Organization (a “Member”), an individual must:

(a) be eighteen years of age or older;

(b) agree with the purposes and objectives of the Organization;

(c) have been accepted as a Member in accordance with the approved rules of the Organization;

(d) be current in payment of dues; and

(e) be otherwise in good standing with the organization.

 

Section 4.2 Dues

Membership dues shall be determined by the Board.

 

Section 4.3 Rights and Privileges

A Member is in good standing if he or she is current in all dues and is not under any restriction or disciplinary action. Members in good standing may attend and participate in the General Assembly meeting. In addition, Members in good standing shall be entitled to nominate, be nominated, stand for election and participate in the elections for members of the Board.

 

Section 4.4 Removal of Members

The Board may remove a Member if such Member does not meet the qualifications set forth in Section 4.1 as determined by a two-thirds affirmative vote of the Board.

 

Section 4.5 General Assembly

The General Assembly is a formal meeting that is open to all members called at least annually or as often as the Board may determine from time to time. All Members shall be provided at least a one week advance notice. The quorum for the General Assembly shall be twenty percent (20%) of the Members. Members in good standing who are personally present at the General Assembly meeting are eligible to vote on matters requiring action by the General Assembly, but a Member must be in good standing for 30 days to be eligible to vote for members of the Board of Directors. Each eligible Member shall be entitled to one vote upon any matter submitted to a vote of the General Assembly. Members shall be deemed to be personally present if they are participating via conference call or web based meeting.

 

Section 4.6 Veto/Challenge Authority of the General Assembly

The General Assembly retains the right to veto or otherwise challenge a determination of the Board provided that at least 10% of the Members in good standing sign a petition seeking to veto or challenge a particular determination (voting via a Facebook poll or on-line petition service may constitute a ”signature” for these purposes). If a qualified petition is delivered to the Chairperson, then the Chairperson shall be obligated to call a Special Meeting of the Board promptly but no later than two weeks following receipt of the petition to re-visit the particular issue being challenged. If the Board changes its determination in a manner consistent with the demands, if any, of the petition, then that brings the matter to the end. If the Board re-confirms its earlier determination or takes another determination that is inconsistent with the demands (if any) of the petition, then the Board shall call a meeting of the General Assembly to address the challenge. A majority vote of the Members participating in the General Assembly meeting at which there is quorum shall finally decide the matter.

 

Section 4.7 Honorary Members

Individuals may be designated as “Honorary Members” by a two-thirds vote of the Board in recognition of their contributions to the cause of freedom and democracy of Syria. Honorary Members shall not be obligated to pay dues, have any voting authority or be eligible to serve as a Director.

 

ARTICLE 5: BOARD OF DIRECTORS

 

Section 5.1 Function and Duties

The Board of Directors (the “Board”) shall be the highest governing authority of the Organization and shall manage its business, property and affairs as provided by law, its Articles of Incorporation and these Bylaws. In addition, the Board shall have the following specific duties:

(a) To provide a strategic vision and adopt policies and procedures to further the purposes of the Organization.

(b) To approve or disapprove any financial transactions relating to the Organization’s real estate and other major assets. No sale, assignment, transfer, or any other action involving the disposition of the Organization’s real estate can be authorized without the written consent of two-thirds of the whole Board.

(c) To review and amend or approve the annual budget.

(d) To approve non-budgeted financial transactions and disbursement of the Organization’s funds greater than $1,000 (including borrowing, lending and investing for and on behalf of the Organization).

(e) To approve the hiring or termination of senior-level employees of the Organization.

(f) To adopt rules and regulations for the conduct of its business, and to delegate such responsibility and authority as shall be deemed advisable to individual Officers, committees or other agents of the Organization, insofar as such

delegation of authority is not inconsistent with the Articles of Incorporation of the Organization or these Bylaws (in their present form or as they may be amended) or to any applicable law.

(g) To approve any amendments to these Bylaws or the Organization’s Articles of Incorporation.

 

Section 5.2 Number and Term

The board shall consist of a minimum of five members in good standing elected by the general assembly. A director shall serve for a term of 4 years. Terms shall be staggered so that approximately half of the board is up for elections every 2 years.

 

Section 5.3 Qualifications, Nominations and Elections

An election committee shall be formed by the Board to coordinate the elections in accordance with the policies and procedures set forth by the Board, including any qualifications and/or conditions on the nomination process. The election committee shall be composed of Members who are not eligible to run, have not been nominated or otherwise will not stand for the election. Members in good standing for at least 90 days prior to any election date may nominate themselves or be nominated to serve on the Board. Ballots and necessary supporting information related to approved nominees shall be distributed to the Members at least 15 days prior to the close of voting. Nominees shall provide full disclosure of any membership or leadership positions in other organizations and disclose any possible conflicts of interests with the Organization. The Board may require other disclosures as needed.

Board members are required to contribute financially to the organization or a commit significant work load to its activities.The closing date shall be determined by the Board or the election committee and stated on the ballot. Voting may take place at a meeting of the General Assembly and/or during a period of time set forth on the ballot. Elections may be held on-line provided there are adequate procedures, including means of ensuring the identity of the Member voting.

 

Section 5.4 Officers of the Board

The Board shall elect from among themselves the following Officers: Chairman, Vice-Chairman, Treasurer, Secretary and such other officers as the Board may determine from time to time in accordance with Article 6.

 

Section 5.5 Meetings

The Board shall hold at least one regular meeting every quarter. The Board shall, by its own resolution, designate dates, times and places for such meetings. The Chairman of the Board may also call special meetings of the Board at his discretion. A special meeting shall be called by the Chairman upon the written request of a majority of the Board Members. Any meeting may be held in person or by telephone conference or other means of appropriate communication.

 

Section 5.6 Notice

(a) Notice of the purpose, date, time, and place of any meeting of the Board shall be made to each Board Member at least two calendar days before a regular meeting and twelve hours before a special meeting. Notice may be given in person, by telephone, by electronic mail or by any other method approved by resolution of the Board.

(b) The attendance of a Board Member at a meeting shall constitute a waiver of notice of such meeting, except (i) where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the

meeting is not lawfully called for or convened or (ii) where a Board Member objects to the consideration of a particular matter not included within the purpose stated in the meeting notice.

 

Section 5.7 Quorum

Two thirds of the Board Members shall constitute a quorum for the transaction of business at any meeting. If a quorum is not present, the meeting shall be adjourned and a subsequent date may be designated. If a subsequent meeting is designated, the Board Members shall be given again the required notice. A majority of the Board Members attending the subsequent meeting shall constitute a quorum.

 

Section 5.8 Voting

Decisions shall be made by the affirmative vote of a majority of Board Members present in a duly convened meeting, except that the affirmative vote of a two thirds majority is required to:

(a) adopt or amend the Bylaws;

(b) acquire or sell real estate;

(c) incur debt;

(d) adopt and set periodically the membership dues;

(e) remove a Member; or

(f) appoint or remove a Director or Officer.

Section 5.9 Conduct of Meetings

All meetings shall be conducted according to Robert’s Rules of Order.

 

Section 5.10 Manner of Acting

Except as set forth in Section 5.8, the act of a majority of the members of the Board at a meeting in which there is a quorum shall be the act of the Board. Each Director shall have one vote. Meetings may be held by telephone conference or other electronic means to the extent permitted by law. Voting by proxy shall not be permitted. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board. The Board may adopt rules and regulations for the conduct of its business in accordance with these Bylaws. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if the Directors unanimously approve such action consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

Section 5.11 Removal of Directors

Any Director may be removed by vote of a two thirds majority of the whole Board, with cause for:

(1) violation of these Bylaws,

(2) failure to regularly attend meetings of the Board without justifiable reason for which the Board is timely informed or

(3) performing acts that are morally repugnant or harmful to the purposes and objectives of the Organization.

Any removal may occur only if the Director involved is first provided with adequate notice of the charges against him or her in the form of a statement of such charges by the Board of Directors. The Director involved shall have the right to respond to these charges. Each member of the Board shall review any response independently. The Board then shall act on the basis of advancing the best interests of the Organization.

 

Section 5.12 Resignation of Directors

Any Director may resign at any time by giving a written notice to the Organization. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 5.13 Board Vacancies

In the event that the General Assembly fails to fill all required regular positions on the Board or in the event of vacancies on the Board, the Board shall elect on the basis of a two-thirds vote new qualified Directors from among the Members in good standing to serve for the rest of the term.

 

Section 5.14 Conflict of Interest

It is the responsibility of each Director to advise the Board of any perceived or potential conflict of interest such Director believes may exist with respect to his or her obligations as a Director as soon as it arises; however, any Director may raise the possibility that a potential of conflict exists with respect to him or herself or any other Director with the Board at any time. Such potential conflicts of interest include, but are not limited to, the situation of a Director, or the immediate family of a Director, proposing to enter into a financial or business relationship with the Organization. After revealing the potential conflict of interest, the Board will adopt the procedures set forth in the Organization’s Conflict of Interest Policy.

 

ARTICLE 6: OFFICERS

 

Section 6.1 Powers and Responsibilities of the Officers

The Officers shall have the powers and authority expressly assigned to it by the Board or by these Bylaws. Any power not expressly conferred to the Officers by these Bylaws or a duly adopted resolution of the Board shall belong to the Board.

 

Section 6.2 Chairperson

The Chairperson shall preside at all meetings of the Board and the General Assembly. The Chairperson shall perform all duties customary to that office and shall supervise and control the day-to-day affairs of the Organization in accordance with the policies and directives of the Board of Directors.

 

Section 6.3 Vice-Chairperson

The Vice Chairperson of the Organization shall have powers and duties as the Board of Directors shall determine, including serving as acting chairperson in the absence of the Chairperson or during such time as the Chairperson of the Organization is unable to carry out the duties of that office. The Vice-Chairperson shall exercise such other powers and perform such other duties as the Board of Directors or the Chairperson may assign from time to time.

 

Section 6.4 Secretary

The Secretary of the Organization shall have all powers and perform all duties commonly included in the office of secretary, including the following duties and responsibilities:

(a) He/she shall attend all meetings of the Board and the General Assembly, and be responsible for the preparation and distributions of minutes of all such meetings to the Board and the General Assembly.

(b) The Secretary shall be the custodian of the Organization’s meeting records and principal documents.

(c) He/she shall ensure that all notices are given in accordance with these Bylaws.

(d) He/she shall prepare the agenda at the direction of the Chairman for the meetings of the Board and the General Assembly

(e) He/she shall also maintain a current list of membership of the Organization.

(f) He/she shall assist in the preparation of quarterly reports to the Board of Directors describing the activities, present status, future plans, financial reports and other matters of interests.

(g) He/she shall perform such other duties as the Chairperson may, from time to time, prescribe.

 

Section 6.5 Treasurer

The Treasurer of the Organization shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of a corporation, including the following duties and responsibilities:

(a) He/she shall be responsible for developing and reviewing the fiscal policies of the Organization for the approval of the Board of Directors.

(b) He/she shall have the responsibilities to keep complete and accurate accounts of receipts and disbursements of all amounts. He/she shall have the responsibilities to deposit all monies and other valuable property of the Organization in the Organization’s name to the credit of the Organization in such banks or depositories as the Board may designate.

(c) Besides maintaining the monthly account reports and semiannual reports, whenever required by the Board, the Treasurer shall prepare a financial report, which shall include a balance sheet, a cash flow statement and statements of income. The Treasurer shall also be able to exhibit the books and accounts to any member of the Board upon reasonable notice.

(d) He/she shall render a report of the finances of the Organization at each regular meeting of the Board and whenever requested by the Chairperson or the Board showing all receipts and expenditures for the current year.

(e) He/she shall provide assistance for filing all tax returns and governmental filings, as may be required.

(f) He/she shall also perform such other duties as the Chairperson or the Board may, from to time, designate.

 

Section 6.6 Officer Terms

The Board shall determine the terms of each Officer.

Section 6.7 Removal of Officers

Any Officer may be removed by vote of a two-thirds majority of the whole Board, with cause for:

(1) violation of these Bylaws,

(2) failing to regularly attend meetings of the Board without justifiable reason for which the Board is timely informed,

(3) performing acts that are morally repugnant or harmful to the objectives of the Organization or

(4) failure to fulfill satisfactorily the responsibilities of the office to which such person was elected.

Such removal may occur only if the Officer involved is first provided with adequate notice of the charges against him or her in the form of a statement of such charges by the Board of Directors. The Officer involved shall have the right to respond to these charges.

Each member of the Board shall review any response independently. The Board then shall act on the basis of advancing the best interests of Organization.

 

Section 6.8 Resignation of Officers

Any Officer may resign at any time by giving a written notice to the Board. Such resignation shall take effect at the time specified therein; and,unless otherwise specified therein, the acceptance of such resignation shall not be necessary tomake it effective.

 

Section 6.9 Vacancy

In case of a vacancy of the office of Chairperson, the Vice Chairperson shall serve as Chairperson until the Board meets and elects a Chairperson to serve the remainder of the term of the vacant office. In the case of any other Officer vacancies, the Board shall elect an individual to serve as the Officer of such vacant office for the remaining term.

 

ARTICLE 7: COMMITTEES

 

Section 7.1 Committees

The Board shall create committees as it may determine from time to time.

 

Section 7.2 Duties and Responsibilities of the Committees

The Board of Directors shall approve a charter describing the purposes of each committee. Each committee Chair shall propose amendments or revisions to the committee charter form time to time for approval by the Board.

 

Section 7.3 Committee Members

The Chairperson, after consultation with the Board Members, shall nominate a Chair and members of the proposed committee. Each committee shall contain at least one member of the Board (such member need not be such committee’s Chair). The Board shall vote to approve or amend the proposed committee members. Each committee Chair, with the assistance of the Board of Directors, shall be responsible for recruiting members to hislher standing committee. Each committee Chair may set forth meeting and other procedures for the operation of the standing committee, which shall be included in such Committee’s Charter.

 

ARTICLES 8: PROPERTY AND INVESTMENTS

 

Section 8.l Property

All property, whether real, personal or mixed, received by the Organization by bequest, devise, gift, grant or otherwise shall be held by the Organization or disposed of by it on such terms and conditions, not inconsistent with the Articles of

Incorporation or the terms, if any, of any bequest, devise, grant or other instrument, as the Board may determine.

 

Section 8.2 Investments

Unless otherwise specified by the terms of a particular gift, bequest or devise, grant or other instrument, the funds of the Organization may be invested, from time to time, in such manner as the Board may deem advantageous without regard to restrictions applicable to Directors of trust funds, provided however:

(a) The Organization shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax law.

(b) The Organization shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax law.

 

ARTICLE 9: DISSOLUTION AND LIQUIDATION

 

Section 9.1 Dissolution and Liquidation

The Organization may be dissolved upon the adoption of a plan to dissolve in the manner now or hereafter provided in the Michigan Nonprofit Corporation Act, as amended. In the event of dissolution of the Organization, no liquidating or other dividends and no distribution of property owned by the Organization shall be declared or paid to any private individual, but the net assets of the Organization shall be distributed as follows:

(a) All liabilities and obligations of the Organization shall be paid, satisfied and discharged, or adequate provision shall be made therefor.

(b) Remaining assets shall be distributed to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code as determined in the plan to dissolve adopted in the manner set forth above in this Article 9.

 

ARTICLE 10: MISCELLANEOUS PROVISIONS

 

Section 10.1 Indemnification of Directors, Officers and Employees

The Organization shall have the power to indemnify all Officers and Directors of the Organization to the full extent permitted by the Michigan Nonprofit Corporation Act, as amended, and as further elaborated below. The Organization may purchase insurance for such indemnification of Officers and Directors to the full extent as determined from time to time by the Board.

Any person made or threatened with being made a party to any action, suit or proceeding (civil, criminal or administrative) by reason of the fact that he or she is or was a Director, Officer or employee of the Organization, or of any corporation which he or she served in any such capacity at the request of the Organization, shall be indemnified by the Organization against judgments, fines and other liabilities (including amounts paid in settlement) sustained as a result of, and investigation, defense or the compromise or settlement of, any such action, suit or proceeding or threat thereof; provided, however, that:

(a) In the event of final adjudication of such action, suit or proceeding, such person shall not be indemnified hereunder with respect to any matter as to which he or she shall be adjudged liable for material negligence or material misconduct in the performance of his or her duties to the Organization, or

(b) In the event that such action, suit or proceeding or threat thereof is compromised or settled before final adjudication thereof, such person shall not be indemnified hereunder unless it shall be determined that he or she acted without material negligence and that his or her action did not constitute material misconduct in the performance of his or her duties to the Organization.

In connection with the defense of a judicial proceeding, under Chapter 42 of the Internal Revenue Code of 1954, such person shall not under any circumstances be indemnified for taxes, penalties or expenses of correction and further shall not be indemnified for other expenses in connection with such judicial proceeding unless: (a) such other expenses are reasonably incurred by him or her in connection with such proceeding; or (b) such person is successful in such defense, or such proceeding is terminated by settlement and he or she has not acted willfully or without reasonable cause with respect to the act or failure to act which led to liability for tax under said Chapter 42. A judgment or conviction in a criminal action, suit or proceeding or termination of such proceeding by a plea of nolo contendere or its equivalent shall not be deemed an adjudication that the Director, Officer or employee is liable for negligence or misconduct in his or her

performance of his or her duties to the Organization if it shall be determined that the action complained of on the part of the Director, Officer or employee was taken in good faith in what he or she considered to be the best interests of the Organization and on the reasonable assumption of its legality.

As used in this Section 10.1, the words “it shall be determined” mean that the matter in question shall be determined either (i) by a court order, or (ii) by a majority of those Directors who are not parties to the suit, action or proceeding in which the matter is involved, or (iii) by independent counsel selected by (x) a majority of the Directors who are not such parties, or (y) a judge of the U.S. District Court located in Detroit, Michigan.

The foregoing rights of indemnification shall not be exclusive of any other rights which any Director, Officer or employee may have as a matter of law. The foregoing rights of indemnification shall, in the case of the death of a Director, Officer or employee, inure to the benefit of his or her estate, heirs, or successors.

Notwithstanding the foregoing, the Organization shall not indemnify any Director, Officer or employee of the corporation if such indemnification shall constitute an act of self dealing under Section 4941 of the Internal Code 1954, or corresponding provisions of any subsequent federal tax law.

 

Section 10.2 Depositories

All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may designate.

 

Section 10.3 Checks, Drafts, Notes, Etc.

All checks, drafts, and other orders for the payment of money and all notes or other evidence of indebtedness issued in the name of the Organization shall be signed by such Officers or Officer, agent or agents, of the Organization and in such manner as shall from time to time be determined by resolution of the Board.

 

Section 10.4 Fiscal Year

The fiscal year of the Organization shall end on December 31 of each year.

 

Section 10.5 Distribution of Income

The Organization shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or

corresponding provisions of any subsequent federal tax law.

Section 10.6 Self-Dealing

The Organization shall not engage in any act of self dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws.

 

Section 10.7 Certain Expenditures

The Organization shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax law.

Section 10.8 Advisory Board

The Board may appoint individuals to serve on an advisory board. Such individuals should have certain experiences, expertise and insight that can benefit the Organization. The advisory board shall serve as a strategic resource to the Board, Officers, employees and other agents of the Organization. Such individuals may serve for so long as the Board may determine or their earlier resignation.

 

ARTICLE 11: AMENDMENTS

 

These Bylaws may be amended by (a) a two-thirds majority vote of the whole Board of Directors and (b) a majority vote of a General Assembly meeting in which quorum is met. In order to be voted upon at a meeting of the Board, the substance of a proposed amendment must be provided to the Directors at least seven days prior to the meeting.