Bylaws

By-Laws of Galatasaray CA, Inc.

ARTICLE I – OFFICES

The initial principal office of the Galatasaray CA, Inc. (“the Corporation” or “GalatasarayCA”) shall be located at 6801 Via Carona Drive Huntington Beach, CA 92647. The location of the principal office of the Corporation may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or outside the State of California as the Board of Directors may designate.

ARTICLE II – PURPOSE

Section-1. GENERAL PURPOSES
The Corporation shall have such charitable, educational, social, and sports activities as are now or may hereafter be set forth in the Articles of Incorporation as follows:
• Promoting togetherness, solidarity and mutual help among its members who consist of supporters and fans of Galatasaray Sporting Club of Istanbul, Turkey;
• Maintaining a steady contact and cooperation with Galatasaray Sporting Club of Istanbul, Turkey, as well as other organizations of similar goals located in the United States and other parts of the world while organizing specific activities identified by the Board of Directors;
• Organizing a variety of sport events and/or participating in these activities directly;
• Mobilizing all its efforts towards a successful development of Galatasaray Sporting Club of Istanbul, Turkey while providing an effective platform in the California Metropolitan Area to spread the word about the activities of the Club to the American public;
• Conducting research and developing various projects such as organizing balls, dinners, conferences, concerts, picnics, sports events in an effort to generate financial support to meet the objectives mentioned above and;
• Encouraging the establishment of organizations in similar nature in the Americas while offering to play a coordinating role among them.
The Corporation is formed upon the articles, conditions and provisions herein expressed, and subject in all particulars to the limitations relative to nonprofit corporations which are contained in the laws of the State of California, and by the limitations placed upon organizations qualifying for tax exempt status under 26 U.S.C. § 501(c) (3) and the remainder of the Internal Revenue Code. The foregoing enumeration of the purposes, powers, objects and business of the Corporation is made in furtherance of the powers conferred upon the Corporation by the laws of the State of California. Except to the extent required by the laws of the State of California relating to the powers of non-profit corporations and the extent required by 26 U.S.C. § 501(c) (3), neither the enumeration of those powers nor the mention of any particular purpose, power, object or business is intended in any manner to limit or restrict any of the purpose, powers, objects or business of the Corporation.

Section 2. POWERS AND LIMITATIONS
• The Corporation, being organized exclusively for charitable, educational, social, and sports activities may make distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future United States Internal Revenue Law.
• No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its directors, members, trustees, officers, or other private persons, except that the Corporation 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 Section 1 above.
• No substantial part of the activities of the Corporation shall consist of engaging in propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distributions of statements) any political campaign on behalf of any candidate for public office.
• Notwithstanding any other provision of this document, the Corporation shall not engage in any other activity not permitted to be undertaken (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 or corresponding section of any future United States Internal Revenue Law or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code or corresponding section of any future United States Internal Revenue Law.
• Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code of 1986 or corresponding section of any future United States Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III – MEMBERSHIP

Section 1. The Membership of this Corporation shall consist of those individuals and entities designated as Initial Members by these Bylaws. The qualifications of Membership shall be established by these Bylaws. The Initial Members of the Corporation include:

Dr. Ilhan S. Ozulu, President                    6801 Via Carona Dr. Huntington Beach, CA 92647
Okan Ustun, Executive Vice President     2501 W Sunflower Ave. #F5 Santa Ana, CA 92704
Haldun Cetinbay, Vice President              2009 Gates Ave. Unit A Redondo Beach, CA 90278
Kaya Mentesoglu, Secretary                      807 N Lucia Ave. #1 Redondo Beach, CA 90277
Haluk Aktuccar, Treasurer                        78 Meadowood Aliso Viejo, CA 92656

Section 2. As supporters and/or fans of Galatasaray Sporting Club of Istanbul/Turkey, persons of good standing can be admitted as members to the Corporation.

Section 3. Persons who apply for membership shall submit their applications together with the annual membership fee to the Corporation. The applications will be reviewed at the first meeting of the Board of Directors; and their membership will be approved if the Board of Directors determines that they meet the membership criteria set forth in Section 2 above. All applicants will agree to be bound by the Bylaws or any amendments thereto, of the Corporation.

Section 4. Newly admitted members shall become eligible to vote at the General Assembly meetings of the Corporation six months after their membership approval. An entity admitted to the Membership shall have one vote within the Corporation.

Section 5. The amount of the annual membership fee may be modified by the General Assembly. There is only one type of membership and the present annual membership fee is listed below:
• Individual membership fee: $20.00 (US Dollars)

Section 6. The Board of Directors may award honorary membership to those persons who have made significant contributions to the advancement of the goals of the Corporation.

Section 7. The Secretary shall maintain a list of all members and update it at least once a year, no later than one month prior to the Annual Meeting, and correct the list no later than six business days, and no more than 15 business days prior to the Annual Meeting.

Section 8. Membership in the Corporation may not be assigned by operation of law or otherwise. Any attempt to assign such Membership will be null and void and of no effect and will result in automatic termination of that Membership. In the event of a termination of Membership by reason of any attempted assignment, resignation, expulsion pursuant to these Bylaws, or by operation of law, if the terminated member holds an office in the Corporation, that office shall immediately cease to be held by the incumbent and the Board of Directors shall take steps consistent with these Bylaws to fill the resulting vacancy.

Section 9. Termination of Membership: The following individuals may be expelled from the Corporation with the joint decision of the Board of Directors and the Ethics Committee:
• Those members who have lost their suitability for membership and are found to be acting against the objectives of the Corporation.
• Those members who have been convicted of any criminal offense.
• Those members who engage in conduct detrimental to the welfare of the Corporation.
• Those members who are at one year arrears for payment of their annual membership fee.
• The joint decision to expel a member from the Corporation is provisional; and the General Assembly will make the final decision at its annual meetings.

ARTICLE IV – ORGANS

The Corporation shall include the following sections:
• General Assembly
• Board of Directors
• Board of Auditors
• Ethics Committee: This Committee is composed of three (3) members and (1) substitute member from among the delegates of the General Assembly and is appointed by the Board of Directors for a period of two (2) years. The Ethics Committee will review possible complaints and allegations regarding the executives and the members of the Corporation.
• Working Groups: Designated or mandated by the Board of Directors to engage in such activities in variety of areas that may be deemed necessary for the productive and successful functioning of the Corporation.

ARTICLE V – GENERAL ASSEMBLY

The General Assembly is the highest authority, and as such, it has the power to decide on all matters concerning the Corporation. The General Assembly is composed of all the members of the Corporation in good standing who have duly paid their annual membership fees. The General Assembly will hold three (3) types of meetings:

Section 1. Annual Regular Meeting: This meeting, which will be held annually, provides an oversight mechanism for the workings of the Board of Directors. At this meeting, reports of the Board of Auditors will be reviewed, accordingly the Board of Directors is cleared and guidelines and directives are given for the following term. The Annual Regular Meeting shall not turn into a meeting to remove the Board of Directors from office. The removal of the Board of Directors before its term comes to its scheduled end could only be done through an Extraordinary Meeting of the General Assembly.

Section 2. Election Meeting: It is held every two years to elect the officers and the members of the Board of Directors.

Section 3. Extraordinary Meeting: These meetings are held in the following circumstances:
• By a decision of the Board of Directors,
• When the Board of Directors loses its quorum by way of resignations and/or other ways,
• By a decision of the Chair of the General Assembly taken in accordance with the procedure and conditions set in article 7-13 of the By-Laws when the Board of Directors has failed to be cleared at the Annual Financial Review of the General Assembly,
• By a joint decision of the Board of Auditors and Ethics Committee; and
• Through a written request signed and submitted by one third (1/3) of the total membership to be no less than thirty (30) members requesting an extraordinary meeting
• If the required conditions are met, the decision to hold an Extraordinary Meeting of the General Assembly shall be communicated to the entire membership by means enunciated in Section 3, paragraph d below.
• At the Extraordinary Meetings of the General Assembly, discussions shall not be held on matters outside the agenda set by the Board of Directors; nor could the agenda be modified.
Schedules of the Regular Meeting of the General Assembly and Other General Provisions:
• The annual meeting of the General Assembly is held on the first or second Sunday of October or November at a location designated by the Board of Directors,
• A simple majority of the members will constitute quorum for all purposes at a regular meeting. A member may also attend and vote at any such meeting by giving its proxy to another member or to the Board of Directors. If a quorum is not present, a second meeting will be organized and announced with an at least five (5) days written notice before the meeting. If the quorum does not exist at the second meeting, the meeting shall be held with those present and attending, who shall constitute quorum regardless of their numbers.
• Should compelling reasons such as snow storms, earthquakes, and/or flood exist, the meeting is ‘ipso facto’ postponed for two weeks, and at this meeting no quorum is required and the workings of the General Assembly are conducted by way of a simple majority of those present and attending; and
• The Board of Directors communicates the place, date and time of the meeting to the entire membership at least three (3) weeks in advance through letters, fax and/or e-mail. In this communication, the provisional agenda of the General Assembly meeting as set by the Board of Directors is also communicated.

Section 4. Procedures of the General Assembly
After the President of the Corporation declares the meeting of the General Assembly open, the Chairman of the Board of Auditors or a member of the same Board will conduct a roll call by identifying each delegate from the membership list and hands out the ballot papers to each and every delegate. Only those delegates in possession of the ballot papers are authorized to vote. Following this procedure, the election of the Chair and the Bureau will commence. The Chair and the Bureau consist of three persons (one chair and two members). If there is more than one candidate for the chair, the election is conducted by way of secret ballot. The other members of the Bureau are elected through open balloting. The Board of Auditors will handle these proceedings.

Section 5. The responsibility to conduct the meeting of the General Assembly will be then assumed by the newly elected Chairman and the members of the Bureau of two persons assisting.

Section 6. The Chair will submit the provisional agenda for the approval of the General Assembly. At that time, possible amendments will be introduced and voted to finalize the agenda, which will set the direction of the proceedings to follow. At the Extraordinary Meetings of the General Assembly, no amendments can be introduced and the agenda set will be final.

Section 7. As per the agenda, the Chair will give the floor to the President or to the person designated as spokesman of the Board of Directors, who will submit the annual report for the review of the General Assembly. The financial report and the report of the Board of Auditors are subsequently submitted by the Treasurer as the designated spokesman. Following the presentation of reports, the Chair will open the floor for discussion

Section 8. The General Assembly decisions will be taken by a simple majority of the delegates present and attending. Half (1/2) plus one of the delegate’s vote at the general Assembly meeting are enough finalize the election results. Members can cast their votes through email messages. The first email message received from the member’s email address is eligible as an official vote.

Section 9. Duties and Responsibilities of the General Assembly
• To determine the content and direction of the workings of the Corporation in line with the wishes and suggestion made by the members.
• To empower and mandate the newly elected Board of Directors with those binding policy decisions that the membership has set forth for the Corporation.
• To review the annual financial report of the Board of Directors together with the report of the Board of Auditors and take decision thereon accordingly.
• To elect the President, two Vice Presidents, Treasurer, Secretary General, as well as the members of the Board of Directors of the Corporation who will elect Board of Auditors and Ethics Committee.
• To make the final decision on those members who have been selected for expulsion from the Corporation by a joint decision of the Board of Directors and the Ethics Committee.

Section 10. Two thirds (2/3) of the delegates must vote to amend the bylaws or disband the Corporation.

Section 11. The delegates who wish to take the floor during the meeting of the General Assembly should put their names in the list of speakers compiled by the secretaries on the floor. Should there be numerous speakers, the General Assembly may limit the duration of each speaker’s address accordingly.

Section 12. The chair shall give the floor to those delegates who wish to make a point of order. Equally, the Chair must prevent delegates from taking the floor to discuss matters other than point of order.

Section 13. The Chair must put to vote those requests signed by 20 or more delegates. Requests of similar nature may be combined and put to vote concurrently. These proceedings will be conducted through open ballot.

Section 14. The floor will be given to a delegate who is against, before they are voted upon. If necessary, a time limit may be imposed by the Chair.

Section 15. The Chair must give the floor to those persons who are personally criticized on the floor. If there is uncertainty regarding the nature of personal criticism, the Chair must put this to a vote by the General Assembly.

Section 16. At the conclusion of the review of the annual report of the Board of Directors, the President or a designated spokesman shall provide the necessary replies and clarifications. Following this, the financial report is submitted to the approval of the General Assembly.

Section 17. In the event the financial report is not approved by the General Assembly, the Chair must submit this report to an independent CPA of one or more persons within 30 days following the General Assembly. If the independent review identifies irregularities and wrongdoing in the financial report, the Chair must call the General Assembly to an extraordinary meeting within 30 days.

Section 18. After the review of agenda items are exhausted, the General Assembly shall proceed to elect the following boards through secret ballot:
• President
• Vice President (2)
• Treasurer
• Secretary General
• Board of Directors (6)
• Substitute Board of Directors (3)

Section 19. The Ballots will be signed and sealed by the Chair and/or the Bureau and will be distributed to the delegates present and attending. At secret balloting, the Chair will call each delegate by name to cast his/her ballots. Under no circumstances proxy voting could be exercised during the General Assembly meetings.

Section 20. The Chair shall submit all records pertaining to the General Assembly meeting to the newly elected Board of Directors within two weeks. In turn, the Board of Directors will circulate copies of these records to the entire membership within two weeks of their receipt. The originals of the records will be kept at the safeguarding of the Board of Directors for a period of five (5) consecutive years. For record keeping purposes, the records will need to be properly archived.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. Duties and Responsibilities of the Board of Directors
After the General Assembly, the Board of Directors is the highest authority in the Corporation and it is only accountable to the General Assembly for all of its functions. The Board of Directors consists of the following:
• President
• Executive Vice President
• Vice President
• Secretary General
• Treasurer
• Five (6) General Board Members
• Five (3) Substitute Board Members

Section 2. Should vacancies incur in the composition of the Board of Directors, the positions shall be filled by the substitute Board members. Substitute Board members may take part in any Board of Directors meetings.

Section 3. The Board of Directors will be elected for a period of two (2) years, and during this term, it will conduct its function to meet the purposes of the Corporation. The Board of Directors shall make rules and regulations governing the conduct of the Corporation, consistent with the provisions of these Bylaws and the laws of the State of California.

Section 4. The Board of Directors shall meet at least once a month to review various items on its agenda. All decisions taken at its meetings will be kept in the ‘Compiled Record of Decision’ by the Secretary General after they are duly signed by the President or the Secretary General. These decisions will then be communicated to the members of the Board of Directors by letter, fax or email within one week.

Section 5. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

Section 6. The authority of the Board of Directors may be exercised without a meeting if consent in writing, setting forth the action taken, is signed by all the directors entitled to vote.

Section 7. It shall be the duty and responsibility of the Board of Directors to keep a record of all their meetings and official acts and of the proceedings of the General Assembly Meeting, and to present a statement at the Regular Annual Meeting, showing in detail the activities and financial condition of the Corporation. A similar statement shall be presented at any other General Assembly meetings when requested by a two-third (2/3) majority of the members of the Corporation eligible to vote.

ARTICLE VII – OFFICERS’ DUTIES AND POWERS

Section 1. The duties and responsibilities of the President of the Corporation will include the following:
• Represent the Corporation and preside the meetings of the Board of Directors and ensure that the purposes of the Corporation are duly met, while ascertaining appropriate cooperation among the Board members,
• Sign all the correspondence pertaining to the work of the Board of Directors, members of the Board of Directors,
• Call the Board of Directors for extraordinary meetings, besides its regular scheduled meetings,
• The President must call for an extraordinary meeting within 15 days at the request of at least six (6) members of the Board of Directors,
• Establish and appoint members to various Working Groups with consultations of members of Board of Directors. As ‘ex officio’ member of these Working Groups, participate and supersede their work,
• Prepare the annual report in collaboration with other Board members,
• Exercise appropriate authority in compelling situations in consultation with members of the Board.

Section 2. The duties and responsibilities of the Vice President of the Corporation will include the following:
Represent the Corporation in the absence of the President with all authorities invoked. In the demise and/or resignation of the President, the senior Vice President shall assume the office for the remaining duration of the term.

Section 3. The duties and responsibilities of the Secretary General of the Corporation will include the following:
• Receive and keep in his/her custody all records of the Corporation, keep the minutes of all meetings, keep updated roster of members of the Corporation,
• Execute all correspondence pertaining to the Corporation and hold the compiled records of decisions of the Board of Directors,
• Inform the member of the Board on dates and places of the meetings,
• Prepare the attendance list and inform the Board of Directors of those members unable to attend,
• Maintain an orderly handling of records and correspondence and transmit these records to the next elected Secretary General.

Section 4. The duties and responsibilities of the Treasurer of the Corporation will include the following:
• Handle all transactions pertaining to income and expenditure and jointly sign the necessary checks with the President,
• Deposit all income of the Corporation to the designated bank account. Authorized to make direct payments when check writing is deemed not feasible and, as the amounts are less than $100 by way of obtaining the corresponding receipts. Financial assets of the Corporation can only be provided as loans to third parties. Payments affected by the Board of Directors that are found to be contrary to the purposes of the Corporation, shall be redeemed from the members of the Board of Directors with the decision of General Assembly,
• Summarize the financials of the Corporation to the Board of Directors at each regularly held meeting,
• Keep financial records up-to–date and ready for inspection by the Board of Auditors. This procedure is conducted as enunciated in Article 9,
• Receive membership dues with appropriate receipt and record them properly to the ‘membership rooster’ and inform the Board of Directors of those members in arrears and provide the necessary information for the termination of membership from the organization,
• Accept donations to the Corporation with appropriate receipt,
• Keep ‘property and equipment records’ up-to-date,
• Prepare and present the financial report of the Board of Directors to the Board of Auditors one (1) week in advance of the General Assembly meeting,
• Submit the financial report to the General Assembly after having it examined by an independent CPA,
• Submit the required tax forms to the IRS while informing the Board of Directors accordingly.

Section 5. Board of Auditors
• Composed of three (3) members with one (1) substitute member from among the delegates to the General Assembly,
• Inspect all financial records of the Corporation four (4) times a year and prepare a report in triplicate: One copy for the Board of Auditors, second copy for the Board of Directors and a third copy for the General Assembly,
• Prepare and submit the quarterly inspection report to the General Assembly one week prior to the annual meeting.
• Should there be an irregularity and/or wrongdoing outside the scope of the commonly accepted accounting rules, notify the Ethics Committee and call for a joint meeting within one (1) week. Give appropriate directives to the Board of Directors to call for an Extraordinary General Assembly meeting,
• Board of Auditors may choose to designate the Chairman and/or a representative to attend Board of Directors meetings. Such a person may make recommendations but cannot vote at the meetings.

Section 6. The Board of Directors may, at its option, appoint such Officers as may be necessary to perform the duties incidental to the above listed offices. Such Officers need not be Members or Directors of the Corporation, and shall perform the duties assigned to them by the Board of Directors.

ARTICLE VIII – FINANCIAL RESOURCES

Financial Resources of the Corporation include the following:
• Membership dues,
• Donations,
• Income derived from various activities,
• Income derived from the media,
• Rentals and earned bank interests,
• Income generated through the projects developed by the Working Groups,
• Income received through advertisement and various other promotions.

ARTICLE IX – INDEBTEDNESS

The Officers shall have no power to borrow and/or invest money on behalf of the Corporation without the express approval and authorization of the General Assembly.

ARTICLE X – CORPORATION’S PROPERTY

The Board of Directors is jointly responsible for the proper safekeeping and use of all property of the Corporation.

ARTICLE XI – RECORDS AND SEAL OF THE CORPORATION

Compiled Records of Decisions of Board of Directors: The Secretary General is responsible for the proper handling of such records,
• Compiled Records of Decisions of General Assembly: Maintained by the Chair assisted by the Bureau of General Assembly. Minutes of the meetings as well decisions taken are recorded here as signed by the Chair and the Bureau. Handed over to the newly elected Board of Directors by the Chair and the Bureau. Kept and submitted by the Secretary General to the Chair and the Bureau at each meeting of the General Assembly,
• Membership Rooster: Kept and maintained by Secretary General,
• Dues, Donations and Other Receipts: All receipts will be signed by the Treasurer and will then be recorded into the Income Expenditure,
• Income-Expenditure Records: Kept and maintained by the Treasurer,
• Banking Records: All checks and bank statements will be kept and maintained by the Treasurer,
• Property and Equipment Records: Prepared in the presence of the Board of Directors and kept by the Treasurer,
• General Correspondence: Copies of all incoming and outgoing correspondence are kept in this file and maintained by the Secretary General,
• Seal of The Corporation: The Corporation shall have a common seal, bearing the words: California. Galatasaray Fan Club, Inc. This seal may be used by causing it, or a facsimile thereof, to be impressed, affixed or reproduced in any other manner. Official seal will be in safekeeping of the Secretary General,
• Receipts: All receipts are given a sequential number. These receipts will be received by the Treasurer in the presence of the Board of Directors and kept accordingly.

ARTICLE XII – GENERAL PROVISIONS

Salaried personnel may be hired if the financial situation of the Corporation permits such hiring. In that case, all records and other written materials will be kept and maintained by such personnel under the supervision and responsibility of the designated members.

ARTICLE XIII – AMENDMENTS

Section 1. These Bylaws may be amended or repealed or new Bylaws adopted at a regular or special meeting of the General Assembly upon the affirmative vote of two-thirds (2/3) of the Members present and eligible to vote at such a meeting.

Section 2. These Bylaws may also be amended or repealed or new Bylaws adopted at any regular or special meeting of the Board of Directors. Such action shall require a two-thirds (2/3) vote of the full membership of the Board of Directors.

Section 3. Any amendments or new Bylaws adopted must be copied into the book of the original Bylaws. If any Bylaw is repealed or amended, that occurrence, together with the date of the meeting at which the repeal or amendment was enacted, must be stated in that book.

Section 4. Any Board of Directors or member of Ethics Committee or member of Board of Auditors does not attend to three consecutive meetings of which he/she was officially invited, without any reasonable excuse, shall be dismissed from his/her position automatically.

The working language is English. All books and records of the Corporation are kept in English.
I hereby certify the foregoing to be a true and exact copy of the Bylaws of California. Galatasaray CA, Inc., adopted and amended at the organizational meeting of the Board of Directors thereof held in Los Angeles County, State of California, on 06/01/2014.

Ilhan S. Ozulu
__________________
President

Board of Directors for the Corporation, Inc.

• President:  Dr. Ilhan S. Ozulu
• Executive Vice President:  Okan Ustun
• Vice President:  Haldun Cetinbay
• Secretary General:  Kaya Mentesoglu
• Treasurer:  Haluk Aktuccar