Article I – NAME
The name of this association will be The Dayton Arab-American Forum, a nonprofit, nonpartisan, non-sectarian organization.
Article II – PURPOSE
The purpose of The Dayton Arab-American Forum is to develop and maintain programs which will:
A. Promote the cultural heritage of Arab-Americans.
B. Foster tolerance and understanding of Arab-Americans among the general population.
C. Counter all forms of discrimination and cultural stereotyping of Arabs and Americans of Arab descent.
D. Represent the views of the membership to the local media.
E. Encourage communication among all Arab-Americans.
F. Create liaisons and maintain cooperative relationships with local and national organizations.
Article III – MEMBERSHIP
Membership will be open to any individual who is of Arab descent, or is the spouse of an individual of Arab descent, who supports the purposes of the organization. The Board of Directors may create classes of membership, determine responsibilities and privileges, and determine membership dues.
Article IV – BOARD OF DIRECTORS
The Dayton Arab-American Forum will be governed by a Board of Directors duly elected by the membership, and will consist of nine persons, and the Immediate Past President. A term of office will be three years, with three new members elected each year. A member may stand for re-election at the conclusion of their appointed or elected term.
The Board of Directors will elect its officers by majority vote. Any member of the Board of Directors may be elected to the office of Treasurer or Secretary. The President and Vice-President may be selected from a member who has served at least one year on the Board of Directors.
Article V – OFFICERS
The officers of the Dayton Arab-American Forum will be a President, a Vice-President, a Treasurer, a Secretary, and an Immediate Past-President.
Article VI – STANDING COMMITTEES
Standing committees will be appointed and their chairpersons designated by the President with the advice and consent of the Board of Directors. The Standing Committees will be charged with conducting continuing administrative functions of the organization.
Article VII. – AD HOC COMMITTEES
The Board of Directors will create ad hoc committees as required to further the objectives of the organization. Members and chairperson of the ad hoc committees will be appointed by the President with the advice and consent of the Board of Directors.
Article VIII. ADMINISTRATIVE AND FISCAL YEAR
The administrative and fiscal year of the Dayton Arab-American Forum will be from September 1 through August 31.
Article IX – ANNUAL MEETING
The Dayton Arab-American Forum will conduct an Annual Meeting of the membership. A quorum at the Annual Meeting will be 20% of the membership.
Article X – AMENDMENTS
This constitution may be amended by a two-thirds vote of those present at the Annual Meeting, provided the amendment was submitted to the membership at least two weeks in advance. 3
Section – I Membership
A. Classification of Membership
1. Regular membership will be open to any individual who is of Arab descent, or who is the spouse of an individual of Arab descent, and/or who supports the purposes of the organization.
2. Student membership will be open to Arab persons currently enrolled in a University.
3. Honorary membership may be conferred upon outstanding individuals upon the recommendation of the Membership Committee and approved by the Board of Directors.
B. Voting Rights
All regular and associate members will have the right to vote and to fully participate in the affairs of the Dayton Arab-American Forum. Honorary members will not have the right to vote.
Membership fees will be established by the Board of Directors of the Dayton Arab-American Forum.
D. Terms of Membership
1. The term of membership will be annual, from September 1 to August 31.
2. Notification for membership renewals will be sent to all members on or before August 1. First time members who join the association after March 1 are exempt from paying dues in the subsequent year.
Section II – Officers
A. Terms of Office
1. The President, Vice-President, Secretary, and Treasurer, will be elected to serve for a term of two years. 4
2. The President, upon completion of the term of office, will become the Immediate Past President for a term of two years.
B. Election of Officers
1. The officers will be nominated from and elected by the Board of Directors at a special meeting immediately following the Annual Meeting.
2. The officers will be elected by a majority vote of a quorum.
C. Eligibility for Office
1. Any member of the Board of Directors may be elected as Secretary or Treasurer.
2. Any member of the Board of Directors who has completed one year of service on the Board of Directors may be elected President or Vice-President.
3. An officer of the board may, upon completion of the term of office, stand for re-election.
1. Vacancies in elective offices will be filled by the action of the Board of Directors, and the person appointed to fill the vacancy will serve until the expiration of the normal term.
Section III – Board of Directors
1. The Board of Directors will consist of a minimum of nine members, each elected for a three-year term, and an Immediate Past President who serves a two-year term.
2. Three new members will be elected each year to replace those who have completed their three-year term.
3. The total membership of the board may consist of up to 12 board directors, President, Immediate Past President, Treasurer and Secretary (“Officers”).
1. The Nominating Committee will submit to the Board of Directors the names of no less than three candidates for three vacancies by March 1 of each year. No later than April 1, a mail ballot will be submitted to the membership. By May 1, the ballots must be tabulated. 5
A vacancy on the Board of Directors will be filled by action of the Board of Directors. Those appointed to a vacancy will serve to the expiration of the normal term of the filled position.
1. The Board of Directors will meet the second Wednesday of odd months, unless the meeting is canceled by the President.
2. The President may call a special meeting as required to conduct the business of the association.
3. A special meeting may be called by any three members of the Board of Directors.
A member of the Board of Directors who misses more than two consecutive meetings, without the prior approval of the President, automatically forfeits membership on the Board of Directors. A member who misses more than 50 percent of the meetings in a given year, for any reason, automatically forfeits membership on the Board of Directors.
Section IV – Duties and Responsibilities of the Officers
1. The President will perform the duties which are usually performed by such office. The responsibilities will include general management of all activities of the association; implementing the Constitution and Bylaws; directing and coordinating the activities to achieve the goals of the association; calling for and presiding over the Board of Directors, and being the chief spokesperson of the association.
2. The President, upon completion of the term of office, will assume the position of Immediate Past President.
The Vice-President will perform the duties which are usually performed by such an office and will assist the President in accomplishing the objectives of the association. The Vice-President will temporarily assume the functions of the President at the request of the President, or the incapacitation of the President. 6
The Secretary will be responsible for keeping all records and files of the association, taking and circulating minutes of the Board of Directors, preparing agendas for meetings, and dealing with the official correspondence of the organization.
1. The Treasurer, in performance of the usual duties which are performed by such officer, will also be responsible for maintaining all financial records and transactions of the association; collecting and depositing all funds received on behalf of the association under appropriate bank accounts; signing all withdrawal checks on behalf of the association; and preparing and presenting the financial reports of the association to the membership at the Annual Meeting.
2. The Treasurer will submit a written report, detailing expenditures and receipts, at each regular meeting of the Board of Directors.
3. In the absence of the Treasurer, the President is empowered to receive and disburse funds.
Section V – Rules and Procedures of the Board of Directors
A. Meetings of the Board of Directors will be conducted in a manner consistent with standard parliamentary procedures as presented in Roberts Rules of Order Revised.
B. Except for amendment of the Bylaws as specified in Section X, all votes will be by a majority of the quorum.
C. A quorum is attained with 50 percent of the members of the Board of Directors.
Section VI – Standing Committees
A. The following Standing Committees will be constituted:
1. Newsletter Committee
The Newsletter Editor and Newsletter Committee, will publish at least four newsletters annually.
2. Program Committee
. Each year, the Program Committee will devise and plan programs for the following year. This committee’s report will be submitted to the Board of Directors for its approval at its regular meeting in April. The Committee will be responsible for coordinating the programs and may appoint members to assist in the implementation of the programs. The Program Committee will be chaired by the Vice-President. 7
The Membership Committee and its Chairperson are charged with the task of increasing the number of members; reviewing and approving new membership applications; nominating individuals for honorary membership; and publishing membership brochures.
The Finance Committee, consisting of the Treasurer, the President, the Vice-President, and the Immediate Past President, will meet immediately after the annual meeting, and by the next meeting of the Board of Directors, present a budget for the fiscal year.
The Auditing Committee, consisting of three members, will be appointed in March. Their sole duty is to audit the Treasurer’s accounts at the close of the fiscal year and to report its findings to the Board of Directors.
6. Nominating Committee
The Nominating Committee, consisting of three members, will present a slate of at least three nominees for the Board of Directors. The Nominating Committee will be constituted at the beginning of the administrative year. A slate of at least three candidates will be presented to the Board of Directors by March 1. Ballots will be distributed by mail to all members in good standing by April 1, and ballots will be tabulated by May 1.
B. At least one member of the Board of Directors will serve on each standing committee.
C. Standing Committee chairpersons and members will be appointed by the President with the advice and consent of the Board of Directors.
Section VII – Ad Hoc Committees
The President, with the advice and consent of the Board of Directors, is empowered to establish ad hoc committees, and designate representatives as it deems necessary, to further the work of the association.
Section VIII – General Meetings
A. Annual Meeting
At least one meeting of the general membership will be held in May. The Secretary will give at least one month’s notice for such meeting. 8
B. Special Meeting
A special general meeting of the association may be called for by any 10 members of the association, or any five members of the Board of Directors. The members requesting the special meeting will present a written request to the Secretary, along with the proposed agenda. Such meetings will be convened within fourteen days of the request being received by the Secretary, the time and place being designated by the Board of Directors.
The presence of 20% of the voting members will constitute a quorum during general, special, or emergency meetings of the association.
Section IX- Procedures
In cases of parliamentary dispute, or in cases not covered within the Constitution and Bylaws of the Dayton Arab-American Forum, decisions will be rendered according to Robert’s Rules of Order Revised.
Section X – Amendments
A. These bylaws can be amended at any regular meeting of the Board of Directors by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.
B. Any amendment may be proposed to these Bylaws if subscribed to by at least 10 members and presented in writing to the Secretary, who will present the proposed amendment at the next regular meeting. The Board of Directors can adopt the amendment by a two-thirds vote at the following regular meeting.
Section XI – Transition
A. This Constitution and Bylaws will take effect September 1, 1997, if approved by the membership prior to that time.
B. Upon completion of the provisions of Section XI, this section will be deleted from the constitution without further action by the association.
The Dayton Arab-American Forum
Constitution & Bylaws
Amendment I – Attendance of the Board of Directors
In accordance with Section X of the Bylaws, an amendment to the Bylaws, having been subscribed to by 10 members, was adopted by a two-thirds vote of the Board of Directors at the regular board meeting on February 4th, 2012.
The Bylaws, Section III paragraph E, is amended to read:
A member of the Board of Directors who misses more than 50 percent of the meetings in a given year without providing prior notification is subject to forfeiting membership on the Board of Directors.