Bylaws 2017-05-01T17:56:59+00:00

ARTICLE I. MEMBERSHIP

A member in good standing must:

  • Complete a membership application form, and the application approved by the American Turkish Association of Houston, Inc. (Hereafter referred to as ATA-Houston), Board of Directors, or the Executive Committee.
  • Pay annual membership dues. Annual dues for each class of membership shall be proposed by the ATA-Houston Executive Committee and approved by the ATA-Houston Board of Directors.
  • Abide with the Articles of Incorporation, Mission Statement and Bylaws of ATA-Houston.
  • Receive full benefits of ATA-Houston, including voting in the General Assembly for the election of all officers and Board members of ATA-Houston, and receive all ATA-Houston benefits, services, news bulletins, and correspondence.

The Association shall have the following classes of members:

    • Family Membership: Family membership shall include two adults and all dependent children.
      Dependent to be defined as children 21 years or younger.
    • Individual Membership: By a single person.
    • Student membership: A student member is defined as a person who is a full time student in a higher academic institution (above high school level). Persons with full time jobs shall not be considered full time students.
    • Special membership: Special Membership classes shall be conferred to persons who provide outstanding services or financial support to ATA:
      • Honorary Member: Honorary membership shall be conferred for lifetime to a person who has provided outstanding service(s) to ATA-Houston in furtherance of its goals. Honorary membership will be awarded by the ATA-Houston Board of Directors upon the recommendation of an ATA-Houston member followed by seconding of the ATA-Houston President.
      • Lifetime Member: Any ATA-Houston Member whose total lifetime contributions to ATA-Houston exceed $10,000 shall become a Lifetime Member of ATA-Houston. These individuals shall retain their membership for ATA-Houston for duration of lifetime of named individual.
      • Founding Member: Any ATA-Houston member who makes a contribution to ATAHouston of at least “24 times the A$M (example – if membership is $50, amount =$1200) over a single calendar year shall receive the designation of Founding Member. The designation shall be valid for duration of five years, and shall expire upon the completion of the fifth year.
      • Sustaining Member: Any ATA-Houston member who makes a contribution of at least “10 times the A$M (example – if membership is $50, amount =$500) to ATAHouston in a single calendar year shall receive the designation of the Sustaining Member. This membership level shall be valid only for the calendar year during which the level is reached. Should the member continue to contribute, the membership level shall be upgraded to the appropriate level reached for the same membership year.
      • Contributing Member: Any ATA-Houston member who makes a contribution of at least “5 times the A$M (example – if membership is $50, amount =$250) to ATAHouston in a single calendar year shall receive the designation of the Contributing Member. This membership shall be valid only for the calendar year during which the level is reached. Should the member continue to contribute, the membership level shall be upgraded to the appropriate level reached for the same membership year.
      • Outstanding Service Member: Outstanding Service membership shall be conferred to a person who has exceeded volunteer hours to ATA-Houston throughout the calendar year, as defined by the Board of Directors. Outstanding Service membership will be awarded by the ATA-Houston Board of Directors upon the recommendation of the ATA-Houston President. The membership level will be valid for one year only for the following membership year. Each year, maximum of five Outstanding Service Memberships will be confirmed.Note 1: Special memberships are only applicable to the named individual(s) and is not transferrable, including to surviving family members.

        Note 2: Special membership categories and qualifying members will be recognized at important ATA-Houston events, website, and newsletter, as appropriate.

    • Corporate Member: Special memberships may also be awarded to an organization that has provided outstanding financial support to ATA-Houston in furtherance of its goals. The Lifetime, Founding, Sustaining, and Contributing level memberships shall be awarded to organizations and/or corporations who contribute to ATA-Houston at the following levels:
      • Lifetime Corporate Membership: $40,000 cumulative.
      • Founding Corporate Membership: $5,000 or more in a single calendar year, valid for 5 years.
      • Sustaining Corporate Membership: $2,500 or more annually.
      • Contributing Corporate Membership: $1,000 or more annually.Note: Special Corporate membership categories and qualifying members will be recognized at important ATA-Houston events, website, and newsletter, as appropriate.
    • Grandfather Clause: Any member who has been awarded the designations of the Founding, Sustaining, or Supporting Member levels by the ATA-Houston Board of Directors’ former resolutions shall be automatically transferred to the appropriate special membership level as defined above. However, the current requirements as defined must continue to be met in order to maintain these membership levels.
  • Corporate Members shall have no voting rights.
  • Only two adults from a single family shall be allowed to vote.
  • Individual members shall have a single voting right.
  • Student members shall have no voting rights.
  • A member satisfying the above conditions shall have right to vote if: The person has been an ATA-Houston member in good standing for the past one year prior to elections.
All resignations from membership shall be made in writing and presented to the ATA-Houston Board of Directors. No annual membership due for the remaining part of the fiscal year shall be refunded to a member who resigns.
The President, The Executive Committee, or The Board of Directors can recommend and initiate action for the expulsion of any member whose activities are judged to be against the goals and purposes of ATA-Houston. The Board of Directors may put this recommendation into effect by approval of twothirds majority of the attending Board members. The member shall be given a notice at least 15 days before the expulsion becomes effective.

ARTICLE II. GENERAL ASSEMBLY AND ELECTIONS

The General Assembly shall be the highest governing body of ATA-Houston. It shall set the vision, policy, and goals, and be the final authority over all affairs of ATA-Houston, unless otherwise stated in the governing U.S.A. and The State of Texas laws, the ATA-Houston Articles of Incorporation and these Bylaws.
General Assembly shall consist of all voting ATA-Houston members in good standing, as defined in Article I section 1 and section 3. All General Assembly meetings shall be conducted according to the common parliamentary law and rules of order. In the case of a dispute and if not defined by these by-laws, “Roberts Rules of Conduct” shall govern.

Regular General Assembly Meeting:

A regular meeting of the General Assembly shall be held once a year Under the status of ATAHouston as an organization described in Section 501(c) 3 of the IRS Code, the ATA-Houston fiscal year is designated to run from January 1st to December 31 of each year.

A simple majority of the membership shall constitute a quorum. If simple majority cannot be attained, then a second meeting shall be held within a week. In this second meeting, only a quarter of the membership shall constitute a quorum. In both meetings, representation by proxy is acceptable. A proxy shall be considered present only for the purpose it is given and the same proxy can be used for both meetings.

The Chairperson of the Board of Directors shall announce the call for a regular meeting of the General Assembly in writing (email acceptable), to all members at least thirty (30) days in advance with a tentative agenda

Special General Assembly meetings may be called by:

A special meeting of the General Assembly may be called by:

  • The Board of Directors,
  • The Executive Committee,
  • Any five voting ATA members with the approval of the Board of Directors or,
  • The written request signed by a simple majority of all members. The approval of the Board of Directors shall not be required for this case.

The call for special meetings of the General Assembly shall be announced to all members by the Chairperson of the Board in writing (email acceptable) at least fifteen (15) days in advance and shall state the purpose of the meeting.

Members who will not be able to attend the General Assembly shall be allowed to vote by mail, or electronic media, or assign another ATA member as proxy to vote on their behalf.

Following are the acceptable forms of voting:

  • Being physically present and casting a vote,
  • Voting by regular mail,
  • Voting by electronic media.
  • Voting by proxy sent by mail or the scanned copy of the proxy attached to email.

When introduced and becomes available, votes cast by electronic media shall have the same effect and meaning as votes cast personally by being present at the meeting or votes sent by mail.

A proxy, to be valid, should be dated and have the member’s first and last name and signature, and a witness’ name and signature.

There shall not be a blank proxy given to anybody for the purpose of using it in whatever way the proxy holder sees fit.

Voting and Proxy forms shall be mailed to all voting ATA members with the written General Assembly announcement (email acceptable). All voting forms and written proxies, signed by the member giving the proxy, must be received and validated by the ATA Board of Directors prior to the convening of the General Assembly as per the specified time table. The only exception to this shall be for the case of a family member, who is eligible to vote, delivers the ballot and proxy of another family member to the General Assembly.

  • Nominees for the President’s position shall meet the following qualifications: Nominee shall be an ATA-Houston member in good standing for at least one year.
  • Nominee shall have served actively as an ATA-Houston Volunteer or have served in the ATAHouston ExCom or in the ATA-Houston Board. A letter from the current president stating that this requirement is met needs to be submitted.
  • Nominee shall submit a written nomination request letter to ATA-Houston Board of Directors by no later than 3 months prior to the election. The letter shall be addressed to the ATA-Houston Board of Directors and, as a minimum, shall include the following:
    • A brief description of who she/he is and current professional duties
    • The reason why she/he wants to be ATA-Houston President
    • Describe previous support work provided to ATA-Houston.
    • The goals you project having as a president and why they are chosen.
    • The letter from the current president confirming ATA-Houston service history.

Board of Directors shall review all submitted nominations. The Board shall advise all nominees’ acceptance or rejection 30 days after receipt of their request letters.

If accepted, the nominee shall be required to:

  • Participate in all ExCom meetings held up to the elections and provide assistance as needed.
  • Work closely with the current president to get familiar with the system.
  • Study the Bylaws and the standard operating procedures.

Should the nominee not satisfy the above pre-election requirements, the Board of Directors reserves the right to reject the nomination of the individual.

ATA-Houston Executive Committee and Board of Director positions shall be elected by the General Assembly by tallying the votes given by those who are present or voted by mail or by electronic media or by proxy as stated in Article II Section 3. All election votes shall be cast in writing using the voting forms prepared by the ATA-Houston Board of Directors. A candidate for a position who receives the highest number of votes shall be declared elected. Board of directors shall send a notice to all eligible ATA-Houston voters asking them to nominate candidates for the Executive Committee and open Board of Director positions and to submit resolution proposals, at least 45 days prior to the General Assembly date giving them at least 15 day-notice to respond. The following is the suggested regular General Assembly (GA) time table, however the dates can be changed as per the requirements and with the discretion of the Board of Directors:

  • By December 1: Members are notified on the regular GA date and nominations are invited for open positions of the Board of Directors and Executive Committee.
  • By December 31: Members’ nominations are received. Nominees for role of ATA-Houston President must submit the required documentation, as outlined in Article II, Section 5.
  • By January 15: Board of Directors reviews all nominees and shall send the necessary information and the documents, as listed below, to all eligible members.
  • Before February 13: Voting by mail and/or by electronic media ends
  • Before February 15: General Assembly meets

Upon receipt of all nominations and resolution proposals, the Board of Directors shall prepare the voting and the proxy forms and communicate these by mail and/or email to all eligible members at least one month prior to the General Assembly date. This communication shall contain the following items, as a minimum:

  • A tentative Meeting Agenda,
  • A joint report from the Executive Committee and the Board of Directors summarizing ATAHouston’s activities and results achieved during their term.
  • A budget report summarizing income, expenses and the status of the assets and liabilities as of end of the current ATA-Houston fiscal year.
  • A ballot for all positions to be elected and all candidates proposed for these positions. Members shall be allowed to enter write-in candidates.
  • A yes/no ballot for absolving the outgoing Executive Committee and the Board of Directors of any future liability. Space shall be provided for those who vote “no” to explain their reason(s) for this choice.
  • A yes/no ballot for voting for all resolutions proposed by the membership.
  • Space to write in the name and authorize another eligible ATA-Houston member to vote on the member’s his/her behalf on other resolutions, which may be proposed by the ATA-Houston Members during the General Assembly.
  • Space for member’s name, signature, and the date proxy was signed.

With the exception of the cases where it is indicated in these Bylaws, majority vote shall rule at all meetings.

1. Outgoing or current president declares the regular or special General Assembly open and confirms if there is quorum based on voting members present, votes received by mail and by electronic media.

2. If there is a quorum and the meeting can proceed, as the first item of business, General Assembly shall elect, by show of hands, a three-person “Assembly Committee” that consists of a Chairperson, a Secretary, and a Member.

Assembly Committee’s duty is to impartially conduct the regular or special General Assembly meeting and also to function as the Election Committee at the time of elections. Assembly Committee’s term and duty shall end with the meeting it is elected for and shall not extend into the next meeting.

An exception to this may occur in the eventuality that the Assembly Committee has to assume the responsibility to temporarily manage ATA affairs under the special circumstances defined in Item-8 below.

3. Outgoing or current President shall turn the meeting over to the Assembly Committee.

4. The Chairperson of the Assembly Committee shall offer the tentative Meeting Agenda to the members for any modifications and for their approval. Voting on the agenda shall be held by show of hands. Proxy holders can vote on the agenda on behalf of those whom they represent.

5. The outgoing president shall then present the ATA Executive Committee’s activity report to the General Assembly. This will be followed by the budget report given by the Treasurer and the Board of Directors’ report given by the Chairperson of the Board. After these, the floor shall be opened to discussion of the presented reports.

6. A vote shall be taken for the absolution of the Executive Committee and the Board of Directors from any future liability.

Voting for the absolution of the ATA officers and proposed resolutions shall be done in the first instance by a show of hands. The number of Yes/No votes received from members not present shall be announced by Chair and included in the total Yes/No count. In the case of equality of votes, the Chair shall call for a written ballot.

If the Executive Committee and the Board of Directors are not absolved, the General Assembly shall continue with electing the new Executive Committee and Board of Directors. Newly elected Executive Committee and the Board of Directors shall take necessary steps that may include legal action, if necessary, against the outgoing Executive Committee and the Board of Directors that did not receive absolution.

7. Vote for absolution shall be followed by the election of the new Board of Directors and the Executive Committee Officers for the forthcoming term. Election shall be conducted using written ballot forms. Ballots shall be saved for a minimum period of three years for record keeping purposes. Members of the Assembly Committee shall be eligible for being candidates and can be elected to ATA Officer Positions.

8. If General Assembly fails to elect a new Board and Executive Committee for any reason, the following course of action shall be followed:

  • Absolved Board temporarily assumes the duties and the responsibilities of the Board and of the ExCom until the new Board and ExCom are elected. Absolved Board's temporary duty starts after the General Assembly is adjourned and continues until such time as the election is successfully completed.
  • In the eventuality that the outgoing Board had not been absolved and, therefore, should not assume the responsibility to govern ATA;
    • Assembly Committee conducting the General Assembly temporarily assumes the responsibilities of the Board and ExCom after the General Assembly is adjourned and continues until such time as the election is successfully completed.
    • It is mandatory that the outgoing Executive Committee and the Board that did not receive absolution cooperate fully with the Assembly Committee in conducting the day-to-day decision-making and governance of the ATA business to maintain continuity and integrity of the organization.
  • It is mandatory that a second General Assembly is held within two weeks to complete the elections and to follow the rest of the agenda items accepted in the first meeting.
  • When the General Assembly meets again, a new Assembly Committee shall be elected to carry out the elections and the rest of the agenda items agreed to in the first meeting.

9. After the elections are completed, Assembly Committee conducts the rest of the meeting with discussions and resolution of the remaining agenda items that may include other resolution proposals which may be made by the membership and any other business.

A workshop shall be held between the outgoing and the newly elected Board and ExCom members within one week after the elections for information and experience transfer and to turn over the documents.

ARTICLE III. THE BOARD OF DIRECTORS

The Board of Directors (hereafter referred as the “Board”) is the second highest legislative organization of the ATA-Houston, only superseded by the ATA-Houston Articles of Incorporation, Bylaws and The General Assembly resolutions.

The Board shall have the authority to set vision and establish policies in all matters, including oversight of the actions taken by the President and the Executive Committee, and approving their annual budget and operating plans.

Board shall meet at least four times during its tenure to review Executive Committee activities. The Board shall have the authority and responsibility of auditing the Executive Committee biannually and make a presentation to the General Assembly reporting their observations and results, before the absolution vote is taken.

During the General Assembly and the elections preparation process, the Board shall approve each nominee’s candidacy to the Board and to the Executive Committee. Any individual who wants to be a candidate must prove that he/she is a member of ATA-Houston and in good standing.

The Board has the responsibility to enforce the Conflict of Interest guidelines set forth in Article-VII

The Board shall be composed of Four (4) Directors plus the current and previous presidents. In case if the past president and the current president is the same person than the total number of Board members shall be Five (5). Each elected Director shall serve for two years. Two Elected Board seats shall be available for election every year. A quorum of director membership must be present before the Board can meet and take any action in any matter.

The Board of Directors shall elect a Chairperson and a Vice-Chairperson from amongst themselves within a week after their own election, and determine the general policy and program and approve the budget for the organization within a month after the elections. The elected Chairperson of the Board cannot be related to the President of ATA-Houston. The Board shall recognize suggestions from all members at all times. Other Board of Directors’ responsibilities are described in appropriate sections of these Bylaws.

If a Board of Directors member resigns or does not attend more than two consecutive meetings without a valid excuse or assigning a proxy, Board of Directors are authorized to assign a new member in its place. This assignment shall be made with the unanimous vote of the Board of directors Quorum. No more than two Board of Directors assignments can be made during a Board of directors’ tenure.

If an Executive Committee member does not attend to more than two consecutive meetings without a valid excuse or assigning a proxy, the President shall ask from the Board to dismiss this member from Executive Committee and assign a new one. No more than four elected Executive Committee assignments can be made during an Executive Committee’s tenure for this reason.

Unless otherwise declared, all decisions of the Board shall be simple majority. If there is a tie, the Chairperson of the Board will have one additional vote.

ARTICLE IV. THE EXECUTIVE COMMITTEE

The Executive Committee (hereafter referred as the “ExCom”) shall have the authority for running the day-to-day decision-making and governance of the ATA-Houston business, including spending of the ATA-Houston funds.
The Executive Committee shall consist of a President, an Executive Secretary, a Treasurer, a Vice President of Development, a Vice President of Cultural Affairs and a Vice President of Communications. All ExCom members shall be elected by the General Assembly. The President shall have the additional authority to dismiss or replace not more than two Executive Committee members by the approval of the Board of Directors. In addition, the President shall have the authority to assign up to four ExCom Members to serve on the Executive Committee. The Treasurer cannot be related to the President of ATA-Houston. Authority and responsibility of each Executive Committee Member is elected by the General Assembly is further described below:

President:

  • The President shall be a member ex-officio of all committees and the Board of Directors. The President shall designate the chairperson of all committees; shall represent the organization; shall preside over all General Assembly meetings except elections, and perform such other duties as they usually pertain to the office of the President.
  • The President shall lead the implementation of the programs, resolutions, and policies adopted by The General Assembly and the Board of Directors.  The President shall chair the Executive Committee meetings and will cast the deciding vote in case of a tie.
  • The President shall authorize all expenditures, whether by cash, check, promissory note, or any other means. The Board of Directors shall set the annual spending limit and budget of the President.
  • The President, at his/her discretion, may authorize the Treasurer to sign ATA-Houston checks, promissory notes, or any other vehicles not to exceed a limit decided by the President. Both the President’s and the Treasurer’s signatures shall be required for amounts above this limit.
  • The recommendation of the President and the approval of the Board of Directors can dismiss any two Executive Committee members for reasons other than being absent at ExCom meetings. The President may also create and/or fill a maximum of two positions for the Executive Committee upon approval by the Board of Directors.
  • The President may assign additional responsibilities and duties for each of the Executive Committee members.

Executive Secretary:

  • The Secretary shall handle all official correspondence, file all records and communications. The Secretary shall record all of the proceedings of the Executive Committee, the Board of Directors, and General Assembly meetings and receive all reports and recordings of committees. The secretary shall process and file all business correspondence and documents that come before him/her and is disposed of by the ATA-Houston organization, and shall act as a member exofficio of all committees.
  • The Secretary shall file with the responsible authorities and follow through all income tax return documents prepared by the Treasurer.
  • The Secretary shall assist the President in the performance of his/her duties. The President shall define additional authority and responsibilities for the Secretary. In the absence of the President, the Secretary may be assigned to deputize the President.

Treasurer:

  • The Treasurer shall handle all funds of the organization, shall keep complete and accurate record of the receipts and disbursements, prepare annual income/loss and asset/liability statements in line with the generally accepted accounting principles, and report at the Board and General Assembly meetings when necessary.
  • The operating funds of the organization shall be deposited in a bank in the name of this organization, ATA-Houston, Inc. The Treasurer or the President may only disburse from the operating funds.
  • The Treasurer shall be authorized to make expenses, sign checks, promissory notes, or any other vehicles for expenses not to exceed a limit authorized by the President. Both the President’s and the Treasurer’s signatures shall be required for amounts above this limit.
  • The Treasurer cannot be related to the President.

Vice President of Development:

  • The Vice President of Development shall be responsible for promoting membership, maintaining membership roster, raising funds and receiving donations from the ATA-Houston Members, corporations, and others for charitable, religious, scientific, library, or educational activities of ATA-Houston in compliance with the Section 501(c) (3) of the Internal Revenue Code (IRC).
  • The Vice President of Development shall manage the ATA-Houston’s corporate partnerships, sponsorships and corporate matching programs, and be responsible for identifying new opportunities with other organizations to maximize the ATA-Houston’s fundraising efforts.

Vice President of Cultural Affairs:

  • The Vice President of Cultural Affairs shall be responsible for presenting the Turkish culture and art to the Houston community in general. Activities such as the Turkish language classes, Turkish folk dance group, Turkish Film Festival, Turkish art and music shows, and others as agreed by the Executive Committee shall be conducted.
  • The Vice President of Cultural Affairs shall be responsible of organizing all charitable, cultural, religious, scientific, philanthropic, or educational activities of ATA-Houston in compliance with the Section 501(c) (3) of the Internal Revenue Code (IRC).

Vice President of Communications:

  • The Vice President of Communications shall be responsible for raising the awareness of the ATAHouston Members and the general public of ATA-Houston and its activities. These shall include but not limited to the cultural and educational festivals such as the Turkish Festival, the days of importance for Turkish Americans (Republic Day, Children’s Day, Fourth of July), and Religious Holidays and Festivals (Ramadan, Thanksgiving).
  • The Vice President of Communications shall prepare all announcements including the ATAHouston publications, web-site, newsletters, and e-mail correspondence under the guidance of the President.

Excomm Members Appointed by the President:

  • The President shall be responsible for defining the authority and responsibilities of the Executive Committee members he/she assigns.

ARTICLE V. COMMITTEES

The President or the Chairperson of the Board may form special purpose committees. The President or the Chairperson of the Board shall designate a Chairperson and the Chairperson will select three or more members for the committee. Committees and their responsibility, authority, and dissolution are subject to the approval of the Board of Directors.

ARTICLE VI. MANAGEMENT OF THE ATA FINANCIAL RESOURCES

ATA financial resources shall be managed as described below:

ATA Annual Operating Budget Account:

Funds to be deployed for the annual operating expenses of ATA-Houston shall be deposited in a bank and controlled by the ATA-Houston President and the Treasurer. At the start of his/her term, ATA- Houston President shall present an Annual Operating Budget proposal to the Board and Directors and obtain their approval. Board of Directors, after approving this budget, shall establish the amount of excess funds that must be maintained in the ATA-Houston Annual Operating Budget. In cases where there will be excess or insufficient funds in the Annual Operating Account, ATA-Houston Board may authorize transfer of funds from the ATA-Houston Reserve Fund Account. Funds in the ATA-Houston Operating Account shall not be used for investment purposes other than bank interest received on balance

ATA Reserve Fund Account:

Financial resources that are judged not essential for the annual ATA-Houston operations shall be deposited in an ATA-Houston Reserve Fund account established in a bank or a financial institution approved by the ATA Board of Directors. The ATA-Houston Board of Directors shall approve the disbursement and investment of funds kept in the ATA-Houston Reserve Fund Account. The signature authority for the ATA-Houston Reserve Fund Account shall be with the ATA-Houston President and the Chairperson of the Board.

Miscellaneous Funds:

Creation of any funds/activities by and through ATA-Houston can only occur with approval of the Board and remain the property of ATA-Houston and cannot be transferred to another organization without Board approval.

ARTICLE VII. CONFLICT OF INTEREST POLICY

ATA Board of Directors, members of the Executive Committee and all members shall follow the Conflict of Interest Policy which is attached as Exhibit-A and made an integral part of these Bylaws.

ATA Board of Directors and the President shall be responsible for enforcing these guidelines and take necessary action if there is a violation.

ARTICLE VIII. DISSOLUTION

ATA May be dissolved in the following occasions:

  • By the proposal of the ATA-Houston Board of Directors and approval of the two-thirds majority of the ATA-Houston membership in good standing.
  • By not having an elected President for a period longer than two years.
  • By a legal judgment, due to non-compliance with the ATA-Houston Articles of Incorporation, or financial insolvency.

In the event of dissolution, all assets owned by ATA-Houston shall become the property of a charity, fitting under the IRS Section 501(c)(3) non-profit stature, shall be selected by two-thirds majority of the Board of Directors.

ARTICLE IX. AMENDMENTS

These By-Laws shall be effective after the approval of the General Assembly. Thereafter, any proposition to amend it as a whole or in part shall be made by the action of the Board of Directors. Any five ATA members in good standing may request amendment by written submission to the Board of Directors, who must then present the proposed amendment to the next General Assembly meeting for approval.

Enactment shall require approval by two-thirds of the members present and represented by proxy at the meeting and those who voted by regular mail or through electronic media before the specified voting deadline. In addition, total votes cast in favor of the amendments must be more than 50% of the ATA members in good standing.

EXHIBIT-A

The ATA-HOUSTON conflict of interest policy was developed to assist in identifying potential risks to the organization and to allow a framework for reporting potential conflicts of interest to the full Board of Directors for discussion and resolution. Additionally, the conflict of interest policy is established to remove confusion and mistrust from the Board of Directors, Executive Committee (hereafter referred as “ExCom”), staff members and volunteers in times where potential for conflict may arise.

A conflict of interest is defined as an actual or perceived interest by a staff or Board member in an action that results in, or has the appearance of resulting in, personal, organizational, or professional gain. Officers and members are obligated to always act in the best interest of the ATA-HOUSTON. This obligation requires that any officer or member, in the performance of organization duties, seek only the furtherance of the organization mission. At all times, officers and board members are prohibited from using their job title or the organization's name or property, for private profit or benefit.

Financial Interests: Members, especially the Board and Executive Committee members, must disclose all business, personal and family relationships in writing or at a full Board meeting when the nonprofit is considering contracting with those parties on fee basis. Financial contracts over $500 must be put out for bid from at least three parties. A Board member must remove him or herself from the final discussion prior to Board making a final decision.

Board Member and Executive Committee Compensation: ATA-HOUSTON Board members and the Executive Committee receive no compensation for their services. With prior approval of the President and the Treasurer, Board and ExCom may request and receive budgeted reimbursements for materials used on behalf of the organization. Reimbursement requests must include copies of receipts and must be documented in an expense report. Expense report reimbursement for personal expenses that are not approved through previous budget planning must be approved by the Board of Directors and the Treasurer of the organization.

Gifts and Gratuities: Members may accept personal gifts of token value (less than $25). Gratuities (including tips) directed at Board, ExCom, staff and volunteers become the property of the nonprofit.

Political Activities: Members may not use the nonprofit's name, property or facilities in connection with any political activity.

Hiring or Contracting with Relatives & Nepotism: ATA-HOUSTON will only hire persons related to Board or ExCom or staff members if three competitive bids are reviewed or interviews are conducted by a disinterested party, and the quality and cost of work substantially exceed the other unrelated parties. These contracts or hiring will be re-bid every other year.

Nepotism: “Familial relationship” within the meaning of this policy means; the relationship of husband, wife, spouse, father, mother, brother, sister, son, daughter, uncle, aunt, nephew, niece, grandfather, grandmother, grandson or granddaughter, or any of those relationships arising as a result of marriage (for example, brother-in-law). Any familial relationship as defined above between President and Treasurer or President and Chairperson of the board may lead to a possible conflict of interest, thus it is not allowed. Any individual with the above defined familial relationship to the President or President candidate cannot be a candidate for the Treasurer position or cannot be elected as the chairperson of the board.

Public Comments: Members have an obligation to help donors, contributors, the media and the general public to see the nonprofit in the best possible light. Public comment, whether to a group or an individual, must be supportive of the nonprofit's initiatives, activities and personnel. Disagreements are to be aired in confidence, in the Board room or in ExCom meeting. Additionally, when possible and applicable, public communication to the mass media should be planned and assigned by the President of the association as part of public relations activities (i.e. radio/television interviews).

Disclosure: 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.

Board Action: Members violating a standard of conduct may be asked to step down from the Board or removed from executive position or staff duties, respectively. Violations are to be brought to the attention of the Board immediately. If meriting serious action, the Board members shall discuss these violations in person with the individual who violated the standards. The Board of Directors may ask the individual to resign in the best interests of the organization. If the individual wishes to further explore the issue, the Board and the Executive Committee may jointly appoint a 3-person fact finding committee to review the issues and make a recommendation. The individual and the Board should jointly agree on a public statement to be made to other members, staff, donors, etc. concerning this resignation.

Record of Conflict: The official minutes of the Board shall reflect that the conflict of interest was disclosed and the interested person(s) did not participate in the final discussion or vote and did not vote on the matter.

This policy statement shall be made available to each member of the Board of Directors and ExCom and each person appointed to an ATA-HOUSTON position which involves initiation, review, or approval of significant ATA-HOUSTON contracts or other commitments. Such people will be asked to sign the attached acknowledgment concerning reporting of potential conflicts of interest. ATA-HOUSTON Secretary will file and keep the signed acknowledgement in the records.