arab american center for culture and arts inc.
By-Laws of a Nonprofit Corporation
Pursuant to the provision of the Nonprofit Corporation Act of Michigan, the undersigned directors hereby adopt the following By-Laws:
The name of the corporation is Arab American Center for Culture and Arts Inc., (hereinafter referred to as “AACCA,” the “Corporation,” or the “Organization”).
The principal office of the Corporation is located at 5232 Oakman Blvd., Dearborn, MI 48126.
The Corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
This Organization is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code, 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 and any other action permitted under the code and relevant US laws.
The specific objectives and purposes of this Organization shall be:
- To preserve, promote, and educate about the Arab culture, including the arts and music.
- To preserve, promote, and educate about Arab heritage.
- To preserve, promote, and educate about the Arab language.
- To perform all other activities permitted under the internal revenue code in furtherance of the Organization’s purpose and stated objectives.
It is a community development organization adhering to:
- Universal principles related to community service.
- United States Federal Law which establishes the rights for non-profit institutions under article 501(c)(3).
- Not having any political or partisan affiliations.
3 Article: Directors
The Board of Directors shall be comprised of a minimum of (7) seven directors and not more than (9) nine directors. Five directors will serve as permanent members. The remaining members will serve as non-permanent members appointed in accordance with these bylaws.
Qualifications for Directors of this Organization shall be as follows;
- Is known as an upright person with a good reputation in the community; and
- Have no record of ethical or disciplinary violations in past held positions.
Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws, if any, of this Organization, the activities and affairs of this Organization shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors shall have the ultimate power to resolve any issue regarding the Organization, and has the final say in all disputes.
It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
- Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers of the Organization;
- Supervise all officers of the Organization to assure that their duties are performed properly;
- Meet at such times and places as required by these bylaws;
- Register their addresses with the secretary of the Organization, and notices of meetings mailed to them at such addresses shall be valid notices thereof.
The five permeant members will serve indefinitely. The non-permanent members will serve two year terms. Non-permanent members can only be appointed to two terms. Terms should be staggered, and appointments should be made in such a manner to ensure that not all of the Directors’ terms of office expire at the same time.
The members of the Board of Directors shall elect from amongst themselves a Chairman by a majority vote. The Chairman will serve a one year term. The Chairman shall preside over all meetings of the Board of Directors and shall have any other duties as detailed in these bylaws. In the case that Chairman is not able to preside over a meeting, he/she may designate a Director to act as Chairman on his/her behalf.
Directors shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Directors shall be approved in advance in accordance with this Organization’s conflict of interest policy, as set forth later in this document
Meetings shall be held at the principal office of the Organization unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Regular meetings of Directors shall be held at the Organization’s principle office at a regular time determined by the Directors.
At the annual meeting, if a vacancy has been created in the Board of Directors for any reason, Directors shall be elected by the existing Board of the Directors. Each Director shall cast one vote per candidate and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected to serve on the Board of Directors.
Special meetings of the Board of Directors may be called by a majority vote of the Directors.
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
- Regular Meetings. No notice need be given of any regular meeting of the Board of Directors.
- Special Meetings. At least one-week prior notice shall be given by the secretary of the Organization to each Director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the Director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
- Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this Organization under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
- Format. Regular meetings should be held face to face. Only in limited cases, including but not limited to, situations where attendees are out of town or the country, may a meeting be conducted electronically or through any other use of technology which allows for meeting participants to both speak and be heard by others.
A quorum shall consist of majority of the members of the Board of Directors.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chairman shall entertain at such meeting is a motion to adjourn.
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased. Outgoing board members whose term has expired should serve pro tem after the expiration of the term until the newly elected Director takes office.
Any Directors may resign effective upon giving written notice to the Chairman of the board, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Directors may resign if the Organization would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.
A Director of the Organization may be removed from office for cause upon the vote of a 4/5 majority of Directors then in office. Cause includes, but is not limited to, (1) a criminal charge or conviction, (2) ethical/disciplinary violations in any positions held, and (3) failure to fulfill the duties of the Directors as prescribed in the bylaws.
A Director of the Organization may be removed from office for missing three consecutive regular or special meetings of the Board of Directors, provided that notice of such meeting was properly given in accordance with the provisions of these Bylaws. Such removal shall be deemed to be removal for cause and shall require only a motion by the Chairman.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the Board may be filled only by approval of a 4/5 majority of the Directors than in office. A person elected to fill a vacancy on the board shall hold office until the expiration of their term, their death, resignation, or removal from office.
Election of members to the Board of Directors shall take place at the annual meeting of the Board. A Director may be appointed to the Board of Directors only by approval of a 4/5 majority of the Directors in office.
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Organization.
The Directors of the Organization shall be indemnified by the Organization to the fullest extent permissible under the laws of this state.
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Organization (including a Director, officer, employee, or other agent of the Organization) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Organization would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
The five permanent members will be [List Names]. The nonpermanent members will be [List Names].
4.1 Section: Executive Committee
The Board of Directors shall, by a majority vote of its members, designate an Executive Director who will lead the Executive Committee to manage the day to day operation of the Organization. The Executive Director will be appointed to a one year term. The Board of Directors may appoint the Executive Director to an unlimited number of terms. The General Membership Assembly will elect the Executive Officers, including, the Vice President, Treasurer, Secretary, and the committee leads in accordance with these bylaws.
By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated and remove/replace the Executive Director. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
4.2 Section: Special Committees
The Organization shall have the power to assemble special committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
4.3 Section: Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with rules and regulations set up and adopted by the Board of Directors. The Board of Directors may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. A member of the Executive Committee of the Organization may be removed from office for missing four consecutive regular or special meetings of the Executive Committee, provided that notice of such meeting was properly given. Such removal shall be deemed to be removal for cause and shall require only a motion by the Board of Directors.
The salaries of any members of the Executive Committee or any other Committee, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by members of this Organization shall be reasonable and given in return for services actually rendered to or for the Organization. All salaries shall be approved in advance in accordance with this Organization’s conflict of interest policy, as set forth in Article 9 of these bylaws.
5.1 Section: Number
The Board of Advisors shall be comprised of an unrestricted number of Advisors.
5.2 Section: Qualifications
Advisors shall be of the age of majority in this state. Other qualifications for Advisors of this Organization shall be as follows:
- Is known as an upright person with a good reputation in the community; and
- Have no record of ethical or disciplinary violations in past held positions
5.3 Section: Power and Duties
The Board of Advisors shall serve in an advisory and consulting capacity to the Board of Directors and the Executive Committee. The Board of Advisors may review the long-term and short-term strategic plans of the Organization and shall be consulted from time to time by the Executive Committee.
5.4 Section: Election of Advisors
Advisors shall be nominated by the Executive Director and shall be elected by the Board of the Directors.
5.5 Section: Compensation
Advisors shall serve without compensation except that a reasonable fee may be paid to Advisors for attending regular and special meetings of the Board of Advisors.
6.1 Section: Number
The General Membership Assembly shall be comprised of an unrestricted number of Members.
6.2 Section: Qualifications
Members shall be of the age of majority in this state. Other qualifications for Members of this Organization shall be as follows:
- Is known as an upright person with a good reputation in the community;
- Have no record of ethical or disciplinary violations in past held positions; and
- Pay the required membership fee.
6.3 Section: Power and Duties
The General Membership Assembly shall elect the Vice President, Treasurer, and Secretary of the Executive Committee as well as all committee leads. The elections will be held annually. The elections shall be administered and ratified by the Board of Directors.
6.4 Section: Compensation
Members shall serve without compensation.
Upon the dissolution of AACCA and after the provision for payment of all liabilities of AACCA, the Board shall dispose of all the assets for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and in accordance with other governing federal and state law. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office AACCA is then located.
Within six months of the first meeting of the Board of Directors, the Board shall adopt a resolution outlining the requirements and procedures for the appointment of mediators and arbitrators in case of disputes among the members of the Board.
The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances. If the authority is not specified as a general authority, this authorization will be regarded as applicable only to the specific instance for which the authority is sought. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Organization shall be signed by the designated officer of the Organization, as decided by the Board of Directors.
All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.
The Board of Directors and the Executive Committee may accept on behalf of the Organization any contribution, gift, bequest, or devise for the nonprofit purposes of this Organization.
The Organization shall keep at its principal office:
- Minutes of all meetings of Directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
- A copy of the Organization’s articles of incorporation and bylaws as amended to date.
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Organization. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Organization and shall have such other rights to inspect the books, records, and properties of this Organization as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this Organization, to be so prepared and delivered within the time limits set by law.
10.1 Section: Limitations on Activities and Prohibition against Private Inurement
Notwithstanding any other provisions of these bylaws, this Organization shall not carry on any activities not permitted to be carried on by an Organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
No part of the net earnings of this 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 of this Organization.
Upon the dissolution of Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Organization, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code at the discretion of the Board of Directors as per Section 4.1 of this document. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
The purpose of this conflict of interest policy is to protect this tax-exempt Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Organization or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
- Interested Person. Any Director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article 9, Section 9.3, paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
- Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest.
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy.
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for Directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
- The terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;
- All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this Organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
- Is not the person who is the subject of the compensation arrangement, or a family member of such person;
- Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;
- Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
- Has no material financial interest affected by the compensation arrangement; and
- Does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
- The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
- Compensation levels paid by similarly situated Organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” Organizations are those of a similar size, purpose, and with similar resources;
- The availability of similar services in the geographic area of this Organization;
- Current compensation surveys compiled by independent firms;
- Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement; As allowed by IRS Regulation 4958-6, if this Organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable Organizations in the same or similar communities for similar services.
- The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
- The terms of the compensation arrangement and the date it was approved;
- The members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;
- The comparability data obtained and relied upon and how the data was obtained;
- If the board or compensation committee determines that reasonable compensation for a specific position in this Organization or for providing services under any other compensation arrangement with this Organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;
- If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
- Any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement);
- The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Each Director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy;
- Has read and understands the policy;
- Has agreed to comply with the policy; and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
- Whether partnerships, joint ventures, and arrangements with management Organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
These bylaws may be altered, amended, or repealed and new bylaws adopted by approval of a 4/5 vote of the Board of Directors.
We, the undersigned, do attest that, as the Directors of this Organization, we have consented to and adopted the foregoing bylaws, consisting of 29 pages, as the bylaws of this Organization, at the initial meeting of the Board of Directors on _______________.
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