BY-LAWS

ISTANBUL TECHNICAL UNIVERSITY ALUMNI ASSOCIATION (ITUAA) - USA

ARTICLE I NAME AND LOCATION
ARTICLE II OBJECTIVES
ARTICLE III MEMBERSHIP
ARTICLE IV ASSOCIATION'S FORMATION
ARTICLE V GENERAL ASSEMBLY
ARTICLE VI BOARD OF DIRECTORS
ARTICLE VII AUDIT COMMITTEE
ARTICLE VIII AUDITOR
ARTICLE IX HONURARY COUNCIL
ARTICLE X ADVISORY COMMITTEE
ARTICLE XI REMOVAL OF A MEMBER FROM BOARD OF DIRECTORS, OR AUDIT COMMITTEE, OR HONOUR COUNCIL, OR OFFICERS
ARTICLE XII ENACTING, REVOKING OR AMENDING OF BY-LAWS
ARTICLE XIII DISSOLUTION OF THE ASSOCIATION
ARTICLE XIV INTERPRETATION
ARTICLE XV RULES AND REGULATIONS


ARTICLE I NAME AND LOCATION
Section 1

The name of the association shall be "ITU Alumni Association - America Inc.", hereafter referred to as "the Association".

Section 2

The head office of the Association shall be located in the City of New York of the state of New York and at such place therein as the Board of Directors may, from time to time, determine, with the approval of General Assembly meeting members.

Section 3

The Association may also have an office or offices in other place or places in the USA as the Board of Directors may, from time to time, determine, with the approval of General Assembly meeting members.


ARTICLE II OBJECTIVES
Section 1

The objectives of the Association shall be

a) to promote the scientific, professional, economic and social interests of its members;
b) to promote and coordinate relations between ITU and its members;
c) to promote close liaison, understanding and interchange of ideas and knowledge with other organizations and groups that have objectives similar to those of the Association;
d) to provide representative voice for ITU graduates;
e) to provide a forum for its members to express their views on the nature and style of present and future activities of the Association;
f) to organize symposiums, seminars, technical conferences, technical tours and other activities of similar nature to carry out the above objectives.

g) to organize breakfast, lunch, or dinner meetings as required.

Section 2

The objectives of the Association shall be carried out without a purpose of gain, especially of financial nature, for its members including those in the Board of Directors, Audit, Advisory Committees, Honorary Council and any profits or other accretions to the Association shall be used for promoting the objectives of the Association.

ARTICLE III MEMBERSHIP
Section 1

Membership Classes:

a) Regular membership: A regular member is a member who is graduated from ITU or who has served in ITU as a lecturer and is in full compliance with by-laws while exercising the rights and duties of his membership including payments of dues if required to do so. Regular members shall have the right to attend, participate and vote at all meetings of members of the Association.
b)
Associate membership: An associate member is a member who is graduated from ITU or who has served in ITU as a lecturer. Associate members shall not be entitled to vote at all meetings of members of the Association, and shall not be required to pay membership fees or dues. Associate members shall attend the activities as directed by the Board of Directors.
c)
Honorary membership: A person shall be an honorary member when he has made a significant contribution towards achieving the objective of the Association and has been nominated by at least two regular members. The honorary members shall not be entitled to vote at meetings of the members of the Association nor be required to pay membership fees or dues unless they are also regular members.

Section 2

Application for Membership:
A person who meets the definition of associate membership in Article III, and endorses the
objectives given in Article II, and pays the membership dues becomes a regular member, when a
written application submitted to Board of Directors of the Association is approved by the Board of Directors.
To become a regular member, a person is required to apply for membership by filling out a
membership form.


Section 3

Membership:
The Board of Directors may provide resolution that every applicant who qualifies for membership and has paid the required fee and has been admitted as a regular member of the Association shall be issued a picture identification card with a Personal Identification Number provided by the headquarters located in Istanbul, Turkey so that the person can access the ITU mezunalari dernegi website.

Section 4

 Membership Benefits:

The picture identification card stated above, will provide at least ten percent discount at restaurants and hotels owned by ITU mezunlari dernegi trustees. There shall be at least ten percent discount on any items sold by and the benefit of the ITU mezunlari dernegi. Members shall also receive, free of charge, quarterly magazines and any other newsletters published by the Istanbul Technical University mezunlari dernegi.

ITU mezunlari dernegi website provides registered members with information and telephone members of all ITU members.

Section 5

Termination of Membership:
a) Resignation: A member may resign by delivering or mailing to the President or Secretary of the Association a written resignation which shall be deemed to become effective upon being delivered or so mailed. The member shall remain liable for payment of any dues, assessments or other sums levied or which may become payable by such member to the Association prior to the
effective date of the resignation.
b)
Violation of the By-laws of the Association: Failure to fulfill the membership requirements, given below, constitutes cause for suspension or loss of membership;
i. Non payment of dues
ii. Engagement in activities that are in conflict with the goals and aspirations of the Association.
iii. Engagement in activities that are detrimental to the reputation and well-being of the Association. A member of the Association may be expelled by affirmative vote of two thirds of the Board of Directors based on a decision of Honorary Council for violation of the by-laws of the Association.


ARTICLE IV ASSOCIATION'S FORMATION

The Association will consist of the following:
General Assembly
Board of Directors
Audit Committee
Honorary Council
Advisory Committee


ARTICLE V GENERAL ASSEMBLY
Section 1

Definition:
The General Assembly is composed of regular members of the Association in good standing. It convenes according to the procedures set out in this by-Law.
Assembly of members shall be the highest governing body of the Association.


Section 2

Powers and Responsibilities of the General Assembly:
a) to establish the policy and define the goals of the Association;
b) to elect members of the Association Committees as prescribed in these by-laws;
c) to enact, maintain, amend and revoke the by-laws of the Association as necessary, according to Article XI;
d) to review and approve the annual reports of the Board of Directors, Treasurer, the Audit Committee and Auditor¹s report;
e) to review and approve the activities of the Board of Directors;
f) to discuss and vote any resolution that may be brought to the General Assembly by the Board of Directors or by members.

Section 3

Meeting types of General Assembly :
A. Regular meetings :
a) Regular meetings take place once in every calendar year, and not more than fifteen months after the last preceding regular meeting.
b) Notice of meeting shall be given by the Board of Directors, in writing and will be to each voting member at least thirty days in advance of the meeting.
c) Notice of meeting sent by the Board of Directors to the members shall include the following:
i. Date, time and place of meeting
ii. Agenda
iii. All of the documentation relevant to items on the agenda
iv. A form of proxy
d) Quorum for the general assembly meetings is two thirds of members in good standing. If at a General Assembly meeting the quorum is not present to open the meeting, the General Assembly meeting will be re-scheduled by the Board of Directors on a date not more than thirty days from the date of the original meeting. At the re-scheduled meeting, one-tenth of members in good
standing shall constitute a quorum.. Notice of re-scheduled meeting shall be identical to the agenda of the original meeting and no additions may be made to it and no motion, which was not included in the call for the original meeting, may be considered.
e) Each voting member present at a meeting shall have the right to exercise one vote. A member entitled to vote at the meeting may, by means of a written proxy, appoint a proxyholder or one or more alternate proxyholders, who are required to be regular members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred
by the proxy.
f) No error or omission in giving notice of any regular or special meeting or any adjourned meeting, whether regular or special, of the members of the association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice of any member, Board of Directors member or officer for any meeting or otherwise, the address of the member, Board of Directors member or officer shall be his last address as recorded on the books of the association.
g) Meetings are convened by the President of the Association. As first item of business, a chairman, and a secretary are elected by show of hands for the purpose of conducting the meeting.
h) Meetings are conducted by the elected Chairman, according to the circulated agenda. The secretary is responsible for the preparation of the minutes of the meeting. Minutes of the meeting are to be approved and signed by the meeting's Chairman and Secretary. Upon closing of the meeting, minutes and all documents are transmitted to the Board of Directors.
i) Altering the order of items in the agenda, or adding new items to the agenda, requires the affirmative vote of two-thirds of the members present at the meeting.
j) At each regular meeting, in addition to any other business, the following will be on the agenda all times and will be considered:
i. Report on the Board of Directors
ii. Treasurer's financial report
iii. Auditor's report
iv. Appointing new auditor
B. Special Meeting:
The General Assembly may be called to a Special Meeting by the Board of Directors or by written request, with reasons, submitted to the Board of Directors by one third of the members of the association. In this case, the Board of Directors will arrange the Special General Assembly Meeting within thirty days of receiving such a request. The Special General Assembly Meeting may only consider items included in the call for meeting. The call for Special Meeting and the conduct of such meeting shall be according to provisions of Article VI Section 3.A(b) and Article VI Section 3.A(c).


ARTICLE VI BOARD OF DIRECTORS
Section 1

Definition:
The Board of Directors is the executive organ of the Association and consists of seven members, all elected by the General Assembly plus one ex-office member who is the immediate past president as a non-voting member. Each Director must be the regular member in good standing and minimum eighteen years of age, with power under law to contract."

Section 2

Election:
The Board of Directors is elected by the general assembly, for a two-year term. Voting will be show of hands. If the general assembly by a majority vote so decides, voting may also be secret ballot.
a) If there is the slate (or slates) of nominees, the voting shall be by slates. If the number of votes received by the slate with highest number of votes, constitutes the majority of votes of members present, that slate shall be declared the winner. If no slate receives the vote of the majority of he members present, voting will be for individuals. If the voting is for individuals, the candidates will be ranked in order of the votes they each receive. Seven individuals with the highest vote
will be elected as Board of Directors members. Five candidates with next highest votes will become reserves to fill any vacancy in the Board of Directors, according to the procedures described in article "Vacancies".

Section 3

Officers of the Association and their duties:
Seven members of Board of Directors who are elected by the General Assembly, shall elect, the following officers of the Association amongst themselves for a term of two years.
1 President
1 Vice-President
1 Secretary
1 Treasurer
The following are the duties of the officers:
1.
President: The President is the Chief Officer of the association, chairs the Board of Directors meetings and represents the Association. From time to time, he may assign all or part of his/her duties to one of the Vice-President. He shall have the general and active management of the affairs of the Association. He shall see that all orders and resolutions of the Board of Directors are carried into effect.
2.
Vice- President: The Vice-President acts on behalf of the President, when authorized to do so by the President.
3.
Secretary: The Secretary maintains all non-fiscal records of the association. He shall issue notices of all the meetings, solicit agenda items, perform the usual duties of the Board of Directors. He shall attend meetings of the Board of Directors and shall enter minutes of all proceedings at such meetings in the minutes book kept for this purpose.
4.
Treasurer: The treasurer maintains all fiscal records of the association and is responsible for the proper handling of association funds. The Treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Association, and under the direction of the Board of Directors, he shall control the deposit of the money, the safe keeping of securities and the disbursements of funds of the Association. He shall render, to the President and/or the Board of Directors at the meetings thereof or whenever required of him/her, an account of all his transaction as treasurer and of the financial position of the Association. He shall have charge of the Association seal and the books and the records of the Association, all of which he shall deliver as and when instructed or authorized by resolution of the Board of
Directors.

Section 4

Vacancies:
a) Any vacancy in membership of the Board of Directors, during its term of office, will be filled by the Board of Directors from amongst the reserves chosen according to Article VII-2
(b). If vacancy is at the office of the President, the Vice- President shall become the President. The Board of Directors according to Article VII-2 (b) will fill vacancies in other positions.
c) If, after the promotion of all reserves, the membership of the Board of Directors falls below four members, until the end of its term, the Board of Directors may fill the vacancies by appointment from amongst the association members. During the term of the Board of Directors, such appointments may not exceed two in number.
d) The same person may hold any two offices.


Section 5

Powers of the Board of Directors:
a) To implement the policies mandated by the General Assembly and in the by-laws.
b) To manage the day-to-day functioning of the Association in accordance with policies by the General Assembly Meetings.
c) To undertake all necessary steps to fulfill the objectives of the association, according to these by-laws.
d) To ensure that press and media relations, relations with the governments and other organizations as well as the relations within the community are carried out in a manner that serves the association's aims.
e) To establish or discontinue committees of the association. Terms of reference and duties of these committees will be determined by the Board of Directors.
f) To buy or sell equipment necessary for its functions.
g) To open and close bank accounts.
h) To deposit and withdraw funds from the bank or trust company, and on behalf of the association, may receive funds and make payments to third parties. In this regard, the signatures of any two of president or vice-president, and treasurer are sufficient. Whenever it is necessary, the treasurer may assign his duties to president or one of the vice-presidents.
i) To set the annual membership dues to be paid by members.
j) To co-operate with other organizations and associations, which have aims consistent with the aims of the Association.

Section 6

Meeting of the Board of Directors:
a) Board of Directors shall meet at a time and place set by the president. The president shall arrange for a special meeting of the Board of Directors, to be held within four days of the receipt of a request for such a meeting submitted by at least two members of the Board of Directors. At least 48 hours of notice will be given to each member, before any meeting of the Board of Directors takes place.
b) Notice by mail shall be sent at least 14 days prior to the meeting. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the corporation shall invalidate such meeting or make void any proceeding taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
c) Each Executive member has equal rights and is authorized to exercise one (1) vote.
d) The quorum of the Board of Directors is three.
e) A majority of the Board of Directors members, from time to time, but not less than three members, shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of authorities, power and discretions by or under the by-laws of corporation.
f) Questions arising at any meeting of the Board shall be decided by a majority of votes unless otherwise provided in the By-laws or the Letters Patent. In the case of equality of votes the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meetings shall be taken by ballot as so demanded by a Director present, but if no demand be made the vote shall be taken in usual way by assent or dissent. A declaration by the Chairman
that a resolution has been carried and entry to that effect in the minutes shall be admissible in evidence as prima facie evidence for the fact without further proof of the number or portion of the votes recorded in favor of or against such resolution.

Section 7

Responsibilities of the Board of Directors :
a) To govern the Association according to the provisions of these by-laws
b) To prepare the activity reports for the General Assembly
c) To call and organize the General Assembly meetings at the end of the term of office
d) To meet at least once a month
e) To maintain the following records:
1. Membership Registration
2. Income and expenditure account books
3. Minutes of deliberations and resolutions of all organs of the Association
4. Inventory books
5. Correspondence and activity report files of all organs of the Association
6. Any other documentation required by the by-laws of the Association or by any applicable statutes or laws of USA .

Section 8

Removal of members from the Board of Directors:
a) A member of the Board of Directors may be removed from office for cause, according to the procedures described in Article XI.
b) If a member of the Board of Directors, without prior consent and without valid reasons, misses all Board of Directors meetings in any three-month period, he shall be deemed to have resigned and his/her place will be filled.

Section 9

Execution of Documents:
Contracts, documents or any instruments in writing that requires the signature of the Association, shall be signed by the President, or the Vice-President or one of the Secretaries and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality.

Section 10

Indemnities to Members of the Board of Directors:
Every member of the Board of Directors of the Association or other persons who have undertaken or is about to undertake any liability on behalf of the Association respectively, shall from time to time and at all times, be indemnified and saved harmless out of funds of the Association, from and against:
a) All costs, charges and expenses whatsoever which such member of the Board of Directors, or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed matter or thing whatsoever, made done or permitted by him, in or about the execution of the duties of his officer in respect of any such liability;
b) All other costs, charges and expenses which he sustains or incurs in or about or in relation to affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or fault.


Section 11

Confidentiality of Minutes:
The minutes of the Board of Directors shall not be available to the public but shall be available to the members of the Association.

Section 12

Employees:
The Board of Directors, on behalf of the Association, may employ such persons that it deems necessary to carry out the task of the Association. Terms of employment and rate of pay of such persons shall be decided by the Board of Directors.


ARTICLE VII AUDIT COMMITTEE
Section 1

Definition:
The Audit Committee is responsible to monitor the financial records of the Association and consists of three members, all elected by the General Assembly.

Section 2

Election:
a) The Audit Committee is elected by the General Assembly, for a two-year term. Voting will be by show of hands. If the General Assembly by a majority vote so decides, voting may also be secret ballot.
b) If there is a slate (or slates) of nominees, the voting shall be by slates. If the number of votes received by the slate with the highest number of votes, constitute the majority of votes of members present, that slate shall be declared the winner. If no slate receives the vote of the majority of the members present, voting will be individuals, the candidates will be ranked in order of the votes they each receive. Three individuals with the highest votes will be elected as Audit Committee members. Three members who are elected by the General Assembly, shall elect, from amongst themselves, the chairperson and officers.

Section 3

Following are the duties of the Audit Committee:
a) To act as an "internal Audit Committee" to monitor the financial records of the Association and submit an "Audit Committee Report" to the regular meeting of the General Assembly, in addition to the "Auditor's Report".
b) If the Audit Committee deems it necessary, to inspect the financial records of the Association irrespective of the period of regular General Assembly meetings. Before such an inspection, a notice of 15 days is to be given to the Board of Directors.
c) If necessary, to make recommendations to the Board of Directors for the establishment of financial record keeping procedures.
d) If it establishes the existence of deficiencies, to warn the Board of Directors for the correction of these deficiencies and to monitor that they are corrected.
e) If it establishes the existence of deficiencies and errors in financial matters that may endanger the financial integrity of the Association, and after written warnings to the Board of Directors, if the Board of Directors does not correct the irregularities in the financial accounts, the audit committee shall submit a report to the Board of Directors for circulation to the members of the
Association. The Board of Directors must circulate the report, in the usual manner, within thirty days of its receipt.
f) The Audit Committee may not disclose any information on the association's financial affairs. In case of misconduct the procedure described in Article X is to be followed.

Section 4

The Audit Committee will establish its own procedures and will advise the Board of Directors of these procedures.

ARTICLE VIII AUDITOR

The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor may not be director, officer or employee of the corporation without consent of all members. The Board of Directors shall fix the remuneration of the auditor.



ARTICLE IX HONORARY COUNCIL
Section 1

Definition:
The Honorary Council is the body that examines and makes recommendations to the Board of Directors on complaints ranging from the membership qualifications to the expulsion from membership. In addition, if requested, it may act as the mediator in disputes involving members. The Council members must have minimum fifteen years of field experience in their profession or they must be identified as founding members of the Association in Article III. It consists of five members, all elected by the General Assembly.

Section 2

Election:
a) The General Assembly elects the Honorary Council, for a four-year term. Voting will be show of hands. If the General Assembly by a majority vote so decides, voting may also be secret ballot.
b) If there are the slate (or slates) of nominees, the voting shall be by slates. If the number of votes received by the slate with highest number of votes, constitute the majority of votes of members present, that slate shall be declared the winner. If no slate receives the vote of the majority of the members present, voting will be for individuals. If the voting is for individuals, the candidates will be ranked in order of the votes they each receive. Five individuals with the highest votes will be elected as Honorary Council members. Five members who are elected by the General Assembly, shall elect, from amongst themselves, the chairperson and officers.

Section 3

Following are the duties of the Honorary Council:
a) Examination of the complaints about association members:
i. If it receives a complaint under Article XI, it will examine the matter and arrive at a decision according to the procedures outlined in this article.
ii. It will collect the evidence relating to the complaint and gather the views of the parties involved in the complaint. And at this stage, the member shall have the right to be heard.
iii. It will examine the evidence in light of these by-laws, and will convey its decision, with reasons, to the Board of Directors and to the parties involved.
iv. Decision of the Honorary Council for admission of a new applicant as a member is final.
v. Decision of the Honorary Council for expulsion of a member, requires the concurrence of the Board of Directors with a two-thirds majority.
b) The Honorary Council will establish its own procedures, and will advise these procedures to the Board of Directors.


ARTICLE X ADVISORY COMMITTEE
Section 1

Definition:
Advisory Committee provides general and specific guidance or recommendation of policies to the Board of Directors and consists of three members, all elected by the General Assembly. The Committee members must have minimum twenty-five years of field experience in their profession or they must be identified as founding members of the Association in Article III or they must serve as the President for two consecutive terms.


Section 2

Election:
a) The Advisory Committee is elected by the General Assembly, for a two-year term. Voting will be by show of hands. If the general assembly by a majority vote so decides, voting may also be secret ballot.
b) If there is a slate (or slates) of nominees, the voting shall be by slates. If the number of votes received by the slate with the highest number of votes, constitutes the majority of votes of the members present, that slate shall be declared the winner. If no slate receives the vote of the majority of the members present, voting will be individuals, the candidates will be ranked in order of the votes they each receive. Three individuals with the highest votes will be elected as Advisory Committee members. Three members who are elected by the General Assembly, shall elect, from amongst themselves, the chairperson and officers.


ARTICLE XI REMOVAL FROM OFFICE OF A MEMBER OF THE BOARD OF DIRECTORS, OR AUDIT COMMITTEE, OR HONOURARY COUNCIL
Section 1

Complaints against members of the Board of Directors, or Audit Committee, or Honorary Council and resolutions for their removal from office shall be brought forward at a regular or special meeting of the General Assembly. At this meeting, the General Assembly shall either decide on the course of action or refer the matter to a Special Committee, composed of all the members of the Board of Directors and the Honorary Council, for investigation and report back.

Section 2

In addition to the provisions of the Article XI Section 1, a complaint for investigation and removal from office shall also be brought forward by the joint action of at least two members of the Special Committee referred to in Article XI section 1.

Section 3

Complaint will be examined, investigated and decided upon by the members of the Special Committee referred to in Article XI section 1. Those bringing the complaints forward and the person who is the subject of the complaint, shall be present throughout the proceedings of the Special Committee, with the exception of its deliberations for decision. Quorum for decision of the Special Committee is the affirmative vote of two-thirds of the members present. The accused and the accusers have no vote. Decision to recommend removal from office must supported by the simple majority of the members eligible to vote. Voting shall be by secret ballot.

Section 4

Recommendation of the Special Committee to remove a member from the Board of Directors, or Audit Committee, or Honorary Council, will be considered at a regular or special meeting of the General Assembly. It takes effect immediately upon approval by the General Assembly.


ARTICLE XII ENACTING, REVOKING, OR AMENDING OF BY-LAWS

Enacting, revoking or amending of by-laws may be made only at a regular meeting of the General Assembly, with two-thirds of the members present, voting in the affirmative. To be considered, the proposed by-laws amendments must be included with the notice of meeting prescribed in the Article
VI. Such duly enacted amendment and revoking of by-laws not embodied in the letters patent shall not be forced or acted upon until the approval of the minister of consumer and corporate affairs has been obtained.


ARTICLE XIII DISSOLUTION OF THE ASSOCIATION

The decision to dissolve the Association may be taken only at a special meeting of the General Assembly, called by the Board of Directors of the Association in accordance with these by-laws, specifically to consider the resolution for the dissolution of the Association. The resolution for dissolution must be included with the notice of meeting and must be circulated to the members at least 30 days in advance of the meeting. For its adoption, the motion to dissolve the association requires the affirmative vote of two-thirds of the members of the Association. In the event of dissolution or winding up of the Association, all its remaining assets after payment of its liabilities shall be donated to ITU Mezunlari Dernegi located in Istanbul, Turkey .


ARTICLE XIV INTERPRETATION

In these by-laws and in all other by-laws of the Association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.


ARTICLE XV RULES AND REGULATIONS

The member of the Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next regular meeting of the Association when they shall be confirmed, and failing such confirmation at such a regular meeting of the Association shall at and from time to time cease to have any force and effect.