ARTICLE 1
NAME, HEADQUARTERS, PURPOSE, AND SCOPE OF ACTIVITIES
1.1 Name
The legal name of the organization shall be:
Galatasaray Association of Miami, Inc.
For cultural, community, promotional, and public communication purposes, the Association may also operate under the name:
Miami Galatasaraylılar Derneği
Both names shall be considered official designations of the Association.
1.2 Headquarters
The principal office of the Association shall be located in Miami-Dade County, Florida.
The current headquarters of the Association is:
100 SE 2nd Street
Suite 2000 M-1905
Miami, Florida 33131
The Board of Directors may relocate the principal office within the State of Florida as necessary, provided that all applicable legal filing requirements are satisfied.
1.3 Nature of Organization
The Association is organized exclusively as a nonprofit corporation under the Florida Not For Profit Corporation Act and shall operate in compliance with Section 501(c)(3) of the Internal Revenue Code and all applicable federal, state, and local laws.
The Association shall be operated exclusively for charitable, educational, cultural, social, and community purposes.
No part of the Association’s net earnings shall inure to the benefit of any private individual.
1.4 Mission
The mission of the Association is to preserve, promote, and advance the values, culture, traditions, history, and sporting heritage associated with Galatasaray while strengthening the relationship between Turkish and American communities.
The Association shall further seek to:
(a) Promote Turkish culture, history, arts, language, and traditions throughout the United States;
(b) Support educational, charitable, cultural, and social programs benefiting the public;
(c) Organize sporting, cultural, educational, and community events;
(d) Promote friendship, cooperation, and understanding between Turkish and American communities;
(e) Support youth development through educational, cultural, and athletic activities;
(f) Establish and maintain relationships with Galatasaray Sports Club and Galatasaray organizations throughout the world whenever legally and operationally appropriate;
(g) Increase public awareness of the Galatasaray community within the United States;
(h) Encourage volunteerism, civic engagement, and community service.
1.5 Scope of Activities
To accomplish its mission, the Association may:
(a) Organize meetings, conferences, seminars, workshops, festivals, tournaments, exhibitions, galas, and community events;
(b) Establish educational and cultural programs;
(c) Operate websites, social media platforms, publications, and digital communication channels;
(d) Lease, acquire, maintain, or utilize offices, event venues, equipment, and facilities;
(e) Receive donations, sponsorships, grants, and other lawful sources of support;
(f) Collaborate with public agencies, nonprofit organizations, educational institutions, and community groups;
(g) Conduct any lawful activity permitted under applicable nonprofit laws that supports the Association’s mission.
1.6 Official Seal
The Association shall maintain an official seal.
The use of the official seal shall be restricted to authorized Association business and may only be used in accordance with policies established by the Association.
1.7 Fiscal Year
The fiscal year of the Association shall begin on January 1 and end on December 31 of each calendar year.
1.8 Non-Political Activities
The Association shall not participate in political campaigns, endorse candidates for public office, or engage in activities prohibited under Section 501(c)(3) of the Internal Revenue Code.
1.9 Non-Discrimination
The Association shall not discriminate on the basis of race, color, religion, sex, national origin, ethnicity, disability, age, or any other classification protected by law.
Membership and participation opportunities shall be equally available to all qualified individuals.
ARTICLE 2
FOUNDING PRESIDENT
2.1 Establishment of the Office of Founding President
The office of Founding President is hereby permanently established as a foundational component of the governance structure of the Association.
The individual who conceived, founded, incorporated, organized, and served as the first President of the Association shall hold the title:
FOUNDING PRESIDENT
for life.
The Founding President shall be recognized as the highest institutional authority of the Association.
2.2 Lifetime Status
The title of Founding President shall be permanent and lifetime in nature.
The title shall:
(a) Not be subject to election;
(b) Not be subject to term limits;
(c) Not be subject to removal by the Board of Directors;
(d) Not be subject to removal by the General Assembly;
(e) Not be subject to amendment, suspension, or abolition by any committee, officer, or governing body of the Association.
The title may only be relinquished voluntarily by the Founding President through written notice.
2.3 Institutional Authority
The Founding President shall serve as the guardian of:
(a) The Association’s mission;
(b) The Association’s identity;
(c) The Association’s reputation;
(d) The Association’s historical legacy;
(e) The long-term vision of the Association.
All officers, committees, and governing bodies shall conduct their activities in a manner consistent with these principles.
2.4 Reserved Powers of the Founding President
The following actions shall require the written approval of the Founding President:
(a) Any amendment to the Association’s legal name;
(b) Any amendment to the Association’s public name;
(c) Adoption of a new logo;
(d) Modification of the Association’s logo, seal, colors, branding, or visual identity;
(e) Dissolution of the Association;
(f) Merger, consolidation, affiliation, or transfer of the Association to another organization;
(g) Sale, transfer, assignment, licensing, or surrender of any trademark, brand, logo, or intellectual property associated with the Association;
(h) Any amendment affecting the powers, status, or authority of the Founding President.
Any action taken without the written approval required under this section shall be deemed null and void.
2.5 Participation Rights
The Founding President shall have the right to attend and participate in:
(a) General Assembly meetings;
(b) Board of Directors meetings;
(c) Committee meetings;
(d) Audit Committee meetings;
(e) Ethics Council meetings;
(f) Any special meeting conducted by the Association.
The Founding President may address the membership and provide recommendations at any time.
2.6 Advisory Authority
The Founding President may issue written recommendations regarding:
(a) Governance matters;
(b) Strategic planning;
(c) Organizational development;
(d) Financial sustainability;
(e) Membership growth;
(f) Community outreach initiatives.
Such recommendations shall be formally reviewed by the elected leadership.
2.7 Protection of Association Identity
The Association shall preserve and protect its:
(a) Name;
(b) Logo;
(c) Historical records;
(d) Institutional identity;
(e) Mission and values.
The Founding President shall serve as the ultimate custodian of these elements.
2.8 Digital Assets and Intellectual Property
Unless otherwise transferred through a written agreement executed by the Founding President, ownership and control of the following assets shall remain under the authority of the Founding President:
(a) Internet domain names;
(b) Websites;
(c) Social media accounts;
(d) Digital archives;
(e) Historical media archives;
(f) Branding materials;
(g) Trademarks;
(h) Logos;
(i) Digital communication channels.
The Association shall be granted the right to utilize such assets for official Association activities.
2.9 Founding President Emeritus Status
Upon the passing of the Founding President, the title shall automatically become:
Founding President Emeritus
and shall be permanently retired.
No individual shall thereafter be appointed, elected, or recognized as Founding President.
The title shall forever remain associated with the original founder of the Association.
2.10 Relationship with the Elected President
The Association shall elect a President in accordance with these Bylaws.
The elected President shall be responsible for:
(a) Day-to-day operations;
(b) Event planning and execution;
(c) Membership recruitment and retention;
(d) Sponsorship development;
(e) Volunteer coordination;
(f) Community relations;
(g) Management of committees;
(h) Execution of programs and activities approved by the Association.
The elected President shall operate within the institutional framework established and protected by the Founding President.
2.11 Interpretation
In the event of uncertainty regarding the interpretation of any provision affecting the identity, legacy, mission, or historical continuity of the Association, the interpretation of the Founding President shall prevail unless otherwise prohibited by applicable law.
ARTICLE 3
MEMBERSHIP
3.1 Membership Eligibility
Membership in the Association shall be open to any individual who:
(a) Supports the mission and objectives of the Association;
(b) Is at least eighteen (18) years of age;
(c) Completes the official membership application process;
(d) Complies with these Bylaws and all applicable Association policies.
The Association shall not discriminate based upon race, religion, ethnicity, nationality, gender, disability, age, or any other legally protected classification.
3.2 Membership Categories
The Association may establish the following membership categories:
(a) Active Membership;
(b) Student Membership;
(c) Family Membership;
(d) Honorary Membership;
(e) Any additional membership classifications approved by the Board of Directors.
3.3 Active Membership
Active Membership shall constitute the primary voting membership category.
An Active Member is a member who:
(a) Has been approved for membership;
(b) Has paid all required dues and obligations;
(c) Remains in good standing with the Association.
Only Active Members shall possess voting rights and eligibility to hold elected office unless otherwise provided in these Bylaws.
3.4 Membership Term
The membership year shall run from January 1 through December 31.
Membership dues shall be determined by the Board of Directors and publicly announced.
3.5 Voting Eligibility
Only Active Members in good standing shall be eligible to vote.
Each individual member shall possess one (1) vote.
No member may cast more than one vote.
3.6 Family Membership
Each spouse participating under a Family Membership shall be recognized as an individual member.
Each spouse shall retain independent voting rights and eligibility rights under these Bylaws.
3.7 Student Membership
Student Membership benefits may be offered to individuals enrolled in accredited colleges, universities, or graduate programs.
The Board of Directors may establish reduced dues and event benefits for Student Members.
3.8 Honorary Membership
The Board of Directors may grant Honorary Membership status to individuals who have provided exceptional service or support to the Association.
Honorary Members shall not possess voting rights unless they separately qualify as Active Members.
3.9 Rights of Members
Active Members shall have the right to:
(a) Attend General Assembly meetings;
(b) Vote in elections;
(c) Seek elected office subject to eligibility requirements;
(d) Submit proposals to the Association;
(e) Participate in Association programs and activities;
(f) Serve on committees.
3.10 Responsibilities of Members
Members shall:
(a) Support the mission of the Association;
(b) Conduct themselves in a respectful manner;
(c) Comply with these Bylaws;
(d) Maintain good standing;
(e) Protect the reputation of the Association.
3.11 Resignation
Any member may resign by submitting written notice to the Association.
Previously paid dues, fees, or contributions shall not be refundable.
3.12 Suspension or Expulsion
Membership may be suspended or terminated for:
(a) Conduct inconsistent with the mission of the Association;
(b) Violation of these Bylaws;
(c) Conduct damaging to the reputation of the Association;
(d) Ethical violations as determined through established disciplinary procedures.
Members shall be afforded reasonable notice and an opportunity to be heard before final action is taken.
3.13 Good Standing
For purposes of these Bylaws, a member shall be considered in Good Standing if:
(a) Membership dues are current;
(b) No disciplinary suspension is in effect;
(c) Membership rights have not been restricted by official action of the Association.
Only members in Good Standing may vote, hold office, or serve on governing bodies of the Association.
ARTICLE 4
GENERAL ASSEMBLY
4.1 Authority
The General Assembly shall be the highest voting body of the Association.
Its authority shall be exercised in accordance with these Bylaws and the institutional framework established by the Founding President.
4.2 Composition
The General Assembly shall consist of all Active Members in Good Standing.
4.3 Powers of the General Assembly
The General Assembly shall have authority to:
(a) Elect Association officers and governing bodies as provided in these Bylaws;
(b) Receive reports from the Board of Directors;
(c) Receive financial reports;
(d) Receive Audit Committee reports;
(e) Receive Ethics Council reports;
(f) Consider amendments to these Bylaws in accordance with Article 12;
(g) Consider other matters properly brought before the membership.
4.4 Annual Meeting
The Association shall hold at least one Annual General Assembly meeting each calendar year.
Notice shall be provided not less than twenty-one (21) calendar days before the meeting.
4.5 Special Meetings
Special meetings may be called by:
(a) The Founding President;
(b) The elected President;
(c) Majority vote of the Board of Directors;
(d) Written request signed by at least one-third (1/3) of Active Members in Good Standing.
4.6 Quorum
Except where otherwise provided, a quorum shall consist of thirty percent (30%) of Active Members eligible to vote.
No official business may be conducted without a quorum.
4.7 Voting
Unless otherwise specified in these Bylaws:
(a) Actions shall be approved by simple majority vote;
(b) Elections shall be conducted by secret ballot;
(c) Each eligible member shall have one vote.
4.8 Election Participation Requirement
No presidential election shall be deemed valid unless at least fifty (50) Active Members in Good Standing cast ballots.
If fewer than fifty (50) eligible members participate:
(a) The election shall be declared invalid;
(b) The existing administration shall remain in place;
(c) A new election date shall be established.
4.9 Records
Minutes of General Assembly meetings shall be maintained as official records of the Association.
4.10 Order of Business
The General Assembly shall conduct business in accordance with procedures established by the Association and recognized principles of parliamentary order.
4.11 Protection of Institutional Identity
No action of the General Assembly shall supersede the rights, authorities, or protections granted to the Founding President under Article 2.
ARTICLE 5
ELECTED PRESIDENT
5.1 Office of the Elected President
The Association shall elect an Elected President who shall serve as the chief operating officer of the Association.
The Elected President shall be responsible for the execution of programs, events, initiatives, and operational activities of the Association.
The Elected President shall operate within the institutional framework established by the Founding President and these Bylaws.
5.2 Term of Office
The Elected President shall serve a term of two (2) years.
There shall be no limit on the number of terms an individual may serve as Elected President unless otherwise determined by the General Assembly.
5.3 Duties
The Elected President shall:
(a) Organize and supervise Association activities;
(b) Coordinate membership development efforts;
(c) Recruit volunteers and committee members;
(d) Develop sponsorship opportunities and partnerships;
(e) Represent the Association at public functions and events;
(f) Coordinate all committees and operational initiatives;
(g) Present annual goals and strategic plans to the membership;
(h) Oversee implementation of approved programs.
5.4 Limitations of Authority
The Elected President shall not have authority to:
(a) Change the Association name;
(b) Modify the Association logo or brand identity;
(c) Transfer Association intellectual property;
(d) Dissolve the Association;
(e) Amend provisions protecting the Founding President.
5.5 Vacancy
If the office of Elected President becomes vacant, the Board of Directors shall appoint an Interim President until a special election can be conducted.
ARTICLE 6
BOARD OF DIRECTORS
6.1 Structure
The Board of Directors shall consist of ten (10) individuals:
(a) One (1) Elected President;
(b) Three (3) Vice Presidents;
(c) Six (6) Directors.
These ten individuals shall be elected together as a single team and ticket.
6.2 Team-Based Governance
The Association recognizes that effective leadership requires teamwork.
Accordingly, all presidential candidates shall submit a complete leadership slate consisting of:
• One (1) Presidential Candidate
• Three (3) Vice Presidential Candidates
• Six (6) Director Candidates
No individual candidacy for President shall be accepted without a complete slate.
6.3 Eligibility
All members of a proposed leadership slate must:
(a) Be Active Members in Good Standing;
(b) Maintain all membership obligations;
(c) Meet any additional eligibility requirements established by these Bylaws.
6.4 Powers of the Board
The Board of Directors shall:
(a) Oversee Association operations;
(b) Approve budgets;
(c) Approve expenditures;
(d) Establish committees;
(e) Appoint committee chairs;
(f) Approve major projects and events;
(g) Supervise operational activities;
(h) Ensure compliance with these Bylaws.
6.5 Meetings
The Board shall meet at least once each month.
Additional meetings may be called by:
(a) The Elected President;
(b) Majority vote of the Board;
(c) The Founding President.
6.6 Quorum
A majority of Board members shall constitute a quorum.
No Board action shall be valid without a quorum.
6.7 Voting
Each Board member shall possess one (1) vote.
Proxy voting shall not be permitted.
Except where otherwise provided, Board actions shall be approved by majority vote.
6.8 Vice Presidents
The three Vice Presidents shall assist the Elected President in carrying out operational duties.
Responsibilities may include:
(a) Membership Development;
(b) Events and Community Relations;
(c) Sponsorship and Strategic Partnerships.
Specific assignments shall be determined by the Elected President.
6.9 Directors
The six Directors shall support the activities of the Association and may be assigned responsibility for:
(a) Membership;
(b) Finance;
(c) Communications;
(d) Sports Programs;
(e) Cultural Activities;
(f) Special Projects.
6.10 Attendance
Any Board member who misses three (3) consecutive meetings without reasonable cause may be removed by majority vote of the Board.
6.11 Accountability
All Board members serve as fiduciaries of the Association and shall act in good faith and in the best interests of the Association.
6.12 Institutional Hierarchy
For purposes of organizational structure, the order of authority shall be:
- Founding President
- Elected President
- Vice Presidents
- Directors
- Committees
Nothing in this Article shall be interpreted as limiting the rights and protections granted to the Founding President under Article 2.
ARTICLE 7
ELECTION PROCEDURES AND CANDIDACY
7.1 Election Cycle
The Association shall conduct presidential elections every two (2) years.
The election date shall be announced no less than sixty (60) days prior to the election.
7.2 Election Administration
The Board of Directors shall appoint an Election Committee responsible for:
(a) Receiving applications;
(b) Verifying eligibility;
(c) Conducting elections;
(d) Counting ballots;
(e) Announcing results;
(f) Maintaining election records.
Election Committee members may not serve on any presidential slate.
7.3 Presidential Slate Requirement
The Association shall elect leadership teams rather than individual candidates.
Each presidential slate shall consist of:
(a) One (1) Presidential Candidate;
(b) Three (3) Vice Presidential Candidates;
(c) Six (6) Director Candidates.
A complete slate shall therefore consist of ten (10) individuals.
Incomplete slates shall not be accepted.
7.4 Active Membership Requirement
All candidates appearing on a presidential slate must:
(a) Be Active Members in Good Standing;
(b) Maintain active membership throughout the election process;
(c) Remain compliant with all Association obligations.
Failure of any slate member to maintain eligibility may result in disqualification of the entire slate.
7.5 Candidate Application Process
Any member seeking to run for Elected President shall submit a written Notice of Candidacy to the Association.
Upon receipt, the Election Committee shall provide the candidate with the official Candidate Application Package.
Only candidates who complete all required documentation shall be certified for election.
7.6 Candidate Application Package
The Candidate Application Package shall include:
(a) Candidate information forms;
(b) Complete slate information;
(c) Candidate eligibility verification forms;
(d) Election rules and procedures;
(e) Campaign guidelines;
(f) Required disclosures;
(g) Any additional documentation required by the Election Committee.
7.7 Candidate Statement
Each presidential candidate shall submit a written Candidate Statement outlining:
(a) Vision;
(b) Goals;
(c) Membership growth plans;
(d) Community engagement initiatives;
(e) Strategic priorities.
The Candidate Statement shall be made available to members before the election.
7.8 Campaign Conduct
All candidates shall conduct themselves in a respectful and professional manner.
The following are prohibited:
(a) Defamation;
(b) Harassment;
(c) Threats;
(d) Misrepresentation;
(e) Use of Association resources without authorization.
Violations may result in disciplinary action or disqualification.
7.9 Voting Method
All presidential elections shall be conducted by secret ballot.
Ballots shall clearly identify each certified presidential slate.
7.10 Election Validity Requirement
No presidential election shall be valid unless at least fifty (50) Active Members in Good Standing cast ballots.
If fewer than fifty (50) ballots are cast:
(a) The election shall be invalid;
(b) No winner shall be declared;
(c) The existing administration shall remain in place until a new election is conducted.
7.11 Majority Requirement
The winning presidential slate must receive a majority of valid votes cast.
A majority shall mean more than fifty percent (50%) of valid ballots cast.
7.12 Single Candidate Elections
When only one presidential slate is certified:
(a) The election shall still be conducted;
(b) Members shall be permitted to vote FOR or AGAINST the slate;
(c) The slate must receive a majority of votes cast to be elected.
Failure to obtain a majority shall result in a new election cycle.
7.13 Certification of Results
The Election Committee shall certify election results immediately following completion of ballot counting.
Results shall become official upon certification.
7.14 Election Challenges
Any election challenge must be submitted in writing within seven (7) calendar days following certification.
The Election Committee shall review the challenge and issue a determination.
7.15 Assumption of Office
The newly elected leadership team shall assume office immediately following certification of the election results unless otherwise specified.
7.16 Continuity of Governance
Nothing in this Article shall alter, limit, or diminish the powers, rights, protections, or authority granted to the Founding President under Article 2.
ARTICLE 8
COMMITTEES
8.1 Establishment of Committees
The Association may establish standing committees and special committees to support its mission and operations.
Committees shall operate under the supervision of the Elected President and the Board of Directors.
8.2 Standing Committees
The Association may maintain the following standing committees:
(a) Membership Committee;
(b) Fundraising and Sponsorship Committee;
(c) Budget and Finance Committee;
(d) Business Development Committee;
(e) Bylaws Committee;
(f) Sports Committee;
(g) Public Relations Committee;
(h) Festival and Events Committee;
(i) Turkish Cultural Center Committee;
(j) Education and Atatürk School Committee;
(k) Welcome and Community Outreach Committee.
The Board of Directors may create, modify, merge, or dissolve committees as necessary.
8.3 Committee Chairs
Committee Chairs shall be appointed by the Elected President and approved by the Board of Directors.
Committee Chairs serve at the pleasure of the Elected President.
8.4 Committee Membership
Any Active Member in Good Standing may serve on a committee.
Committee members are not required to be Board members.
8.5 Special Committees
The Board of Directors or Founding President may establish temporary committees for specific projects or investigations.
Special Committees shall automatically dissolve upon completion of their assignment.
8.6 Committee Authority
Committees may make recommendations but shall not independently bind the Association to contracts, expenditures, obligations, or commitments unless specifically authorized.
ARTICLE 9
AUDIT COMMITTEE
9.1 Purpose
The Audit Committee shall serve as the independent financial oversight body of the Association.
9.2 Structure
The Audit Committee shall consist of:
(a) Three (3) principal members;
(b) Two (2) alternate members.
Members shall be elected by the General Assembly.
9.3 Eligibility
Audit Committee members:
(a) Must be Active Members in Good Standing;
(b) May not simultaneously serve on the Board of Directors;
(c) May not serve on a presidential slate during their Audit Committee term.
9.4 Duties
The Audit Committee shall:
(a) Review financial records;
(b) Review bank activity;
(c) Review expenditures;
(d) Review annual budgets;
(e) Monitor financial compliance;
(f) Present an annual Audit Report to the General Assembly.
9.5 Access to Records
The Audit Committee shall have reasonable access to:
(a) Financial reports;
(b) Bank statements;
(c) Budgets;
(d) Accounting records;
(e) Financial contracts and agreements.
9.6 Meetings
The Audit Committee shall meet at least twice annually.
Additional meetings may be conducted when necessary.
9.7 Reporting
The Audit Committee shall submit a written report to:
(a) The General Assembly;
(b) The Founding President;
(c) The Board of Directors.
ARTICLE 10
ETHICS COUNCIL
10.1 Purpose
The Ethics Council shall promote ethical conduct, integrity, professionalism, and respect within the Association.
10.2 Structure
The Ethics Council shall consist of:
(a) Three (3) principal members;
(b) Two (2) alternate members.
Members shall be elected by the General Assembly.
10.3 Eligibility
Ethics Council members must:
(a) Be Active Members in Good Standing;
(b) Have maintained active membership for at least two (2) consecutive years;
(c) Be recognized as individuals of integrity and impartiality.
10.4 Duties
The Ethics Council may review:
(a) Ethical complaints;
(b) Membership disputes;
(c) Conflicts of interest;
(d) Conduct harmful to the Association;
(e) Misuse of Association resources or identity.
10.5 Authority
The Ethics Council shall issue recommendations.
Final disciplinary authority shall remain with:
(a) The Board of Directors;
(b) The General Assembly;
(c) The Founding President when matters affect the identity, reputation, or long-term interests of the Association.
10.6 Investigations
The Ethics Council may:
(a) Request statements;
(b) Review evidence;
(c) Interview members;
(d) Issue findings and recommendations.
10.7 Confidentiality
All Ethics Council proceedings shall remain confidential unless disclosure is authorized or legally required.
10.8 Removal Recommendations
The Ethics Council may recommend:
(a) Warning;
(b) Suspension;
(c) Membership termination;
(d) Removal from committee service.
Such recommendations shall not become effective until approved by the appropriate governing authority.
10.9 Annual Report
The Ethics Council shall submit an annual report summarizing its activities while preserving confidentiality where appropriate.
ARTICLE 11
FINANCIAL ADMINISTRATION
11.1 Financial Stewardship
The Association shall manage all funds responsibly, transparently, and in accordance with applicable federal, state, and local laws.
All financial activities shall support the mission and purposes of the Association.
11.2 Sources of Revenue
The Association may receive funds through:
(a) Membership dues;
(b) Donations;
(c) Sponsorships;
(d) Grants;
(e) Fundraising events;
(f) Merchandise and promotional activities permitted by law;
(g) Any other lawful source of nonprofit revenue.
11.3 Association Bank Accounts
The Association may establish and maintain one or more bank accounts.
All Association funds shall be deposited into authorized Association accounts.
11.4 Authorized Signatories
The Board of Directors shall designate authorized signatories for Association bank accounts.
At least two authorized officers shall be designated.
11.5 Financial Reports
The Treasurer shall prepare periodic financial reports for:
(a) The Board of Directors;
(b) The Audit Committee;
(c) The General Assembly.
11.6 Annual Budget
An annual operating budget shall be prepared and approved by the Board of Directors.
11.7 Expenditures
Association funds may be used only for:
(a) Operational expenses;
(b) Educational activities;
(c) Cultural programs;
(d) Community activities;
(e) Administrative expenses;
(f) Other lawful nonprofit purposes.
11.8 Personal Benefit Prohibited
No officer, director, member, volunteer, or committee member shall receive personal financial benefit from Association assets except as expressly permitted by law.
11.9 Emergency Expenditures
Emergency expenditures may be authorized by the Elected President and Treasurer when immediate action is required.
Such expenditures shall be reported to the Board at the next meeting.
11.10 Financial Oversight
The Audit Committee shall retain authority to review all Association financial records at reasonable times.
ARTICLE 12
DIGITAL ASSETS, BRANDING, AND INTELLECTUAL PROPERTY
12.1 Association Identity
The Association recognizes that its name, reputation, branding, digital presence, and historical identity are among its most valuable assets.
Such assets shall be protected at all times.
12.2 Official Names
The following names are recognized as official identifiers of the Association:
(a) Galatasaray Association of Miami, Inc.
(b) Miami Galatasaraylılar Derneği
No alternative name may be adopted without compliance with Article 2.
12.3 Logo and Visual Identity
The official logo, seal, branding materials, and visual identity of the Association shall be protected assets.
No officer, committee, member, or governing body may alter, replace, or redesign these assets without approval required under Article 2.
12.4 Intellectual Property
All trademarks, logos, slogans, branding materials, promotional designs, publications, and proprietary materials developed for the Association shall be considered protected intellectual property.
12.5 Digital Assets
The Association’s digital assets may include:
(a) Websites;
(b) Internet domain names;
(c) Social media accounts;
(d) Email systems;
(e) Digital archives;
(f) Online communication platforms;
(g) Digital marketing assets.
12.6 Founding President Authority
The Founding President shall serve as the ultimate custodian of the Association’s institutional identity, branding, and digital continuity.
Nothing in these Bylaws shall be interpreted as requiring the Founding President to transfer ownership, control, or administration of any personally established digital asset, intellectual property, trademark, domain name, or branding asset.
12.7 Use of Digital Assets
The Association may utilize approved digital assets for official Association purposes.
Such use shall not create ownership rights in favor of any officer, committee, elected official, or member.
12.8 Transfer Restrictions
No Association officer, Board member, committee member, or elected President may:
(a) Transfer Association branding assets;
(b) Transfer domain names;
(c) Transfer social media accounts;
(d) Transfer trademarks;
(e) Transfer intellectual property rights;
without authorization required under Article 2.
12.9 Historical Archives
All photographs, videos, documents, publications, historical records, and digital archives created during the development of the Association shall be preserved whenever reasonably possible.
12.10 Continuity Protection
Upon any change in elected leadership, all Association records, digital assets, passwords, documents, and operational materials necessary for continuing Association activities shall be preserved and protected.
No departing officer may intentionally damage, delete, conceal, or destroy Association records.
12.11 Branding Integrity
The Association shall maintain consistent branding and institutional identity.
Any proposed rebranding effort shall require compliance with Article 2.
12.12 Ownership Clarification
Nothing contained in these Bylaws shall be construed as transferring ownership of assets personally acquired, registered, established, or maintained by the Founding President unless expressly transferred through a written instrument executed by the Founding President.
ARTICLE 13
AMENDMENTS TO THE BYLAWS
13.1 Amendment Authority
These Bylaws may be amended only in accordance with the procedures established in this Article.
13.2 Proposal of Amendments
Proposed amendments may originate from:
(a) The Founding President;
(b) The Board of Directors;
(c) The Bylaws Committee;
(d) A written petition signed by at least twenty-five (25) Active Members in Good Standing.
13.3 Notice Requirement
Proposed amendments shall be distributed to the membership no less than thirty (30) calendar days prior to any vote.
13.4 Voting Requirement
Except as otherwise provided herein, amendments shall require approval by at least two-thirds (2/3) of members voting at a properly called General Assembly meeting.
13.5 Founding President Approval
No amendment affecting any of the following shall become effective without the written approval of the Founding President:
(a) Article 2 (Founding President);
(b) Association name;
(c) Association logo;
(d) Association identity;
(e) Digital assets;
(f) Intellectual property;
(g) Dissolution provisions;
(h) Merger provisions.
13.6 Invalid Amendments
Any amendment adopted contrary to this Article shall be null and void.
ARTICLE 14
REMOVAL, VACANCIES, AND DISCIPLINE OF OFFICERS
14.1 Grounds for Removal
An elected officer or Board member may be removed for:
(a) Gross misconduct;
(b) Fraud;
(c) Misappropriation of funds;
(d) Criminal conduct materially affecting the Association;
(e) Repeated failure to perform official duties;
(f) Conduct seriously damaging the reputation of the Association.
14.2 Removal Procedure
Removal proceedings may be initiated by:
(a) The Ethics Council;
(b) Majority vote of the Board of Directors;
(c) Petition signed by at least twenty-five (25) Active Members.
14.3 Due Process
Prior to removal:
(a) Written notice shall be provided;
(b) The individual shall have an opportunity to respond;
(c) Relevant evidence shall be reviewed.
14.4 Voting Requirement
Removal of an elected officer shall require approval by two-thirds (2/3) of the Board of Directors.
14.5 Founding President
The Founding President shall not be subject to removal, suspension, recall, impeachment, vote of no confidence, or any similar procedure.
The office of Founding President is permanent pursuant to Article 2.
14.6 Vacancies
Vacancies occurring within the elected leadership team may be filled by appointment of the Elected President subject to Board approval.
ARTICLE 15
DISSOLUTION, MERGER, AND ORGANIZATIONAL CONTINUITY
ARTICLE 15.1 – Voluntary Dissolution
The voluntary dissolution of the Association may only be initiated and authorized by the Founding President.
No vote of the General Assembly, Board of Directors, committee, officer, member, or other governing body shall independently authorize the dissolution of the Association.
ARTICLE 15.2 – Protection Against Dissolution
The Association shall not be voluntarily dissolved without the written authorization of the Founding President.
15.3 Distribution of Assets
Upon dissolution, all remaining assets shall be distributed exclusively to one or more organizations qualifying under Section 501(c)(3) of the Internal Revenue Code.
No assets shall be distributed to individual members, officers, directors, or private persons.
15.4 Protection of Historical Identity
The historical identity, archives, records, and legacy of the Association shall be preserved whenever reasonably possible.
ARTICLE 16
INDEMNIFICATION, LEGAL PROTECTION, AND IRS COMPLIANCE
16.1 Indemnification
To the fullest extent permitted by Florida law, the Association shall indemnify its officers, directors, committee members, volunteers, and authorized representatives for actions taken in good faith on behalf of the Association.
16.2 Limitation of Liability
No officer, director, committee member, volunteer, or representative shall be personally liable for lawful actions taken in good faith within the scope of their Association responsibilities.
16.3 Insurance
The Association may purchase and maintain insurance coverage deemed appropriate by the Board of Directors.
16.4 IRS Compliance
The Association shall operate exclusively in compliance with Section 501(c)(3) of the Internal Revenue Code.
16.5 Political Activity
The Association shall not participate in political campaigns, endorse political candidates, or engage in prohibited lobbying activities.
16.6 Private Inurement
No part of the net earnings of the Association shall inure to the benefit of any private individual.
16.7 Severability
If any provision of these Bylaws is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.8 Supremacy of Law
In the event of conflict between these Bylaws and applicable federal or Florida law, applicable law shall control to the extent required.
16.9 Effective Date
These Bylaws shall become effective immediately upon approval by the Association and shall supersede all prior governing documents and amendments.