The Bylaws of
The United Lebanese Organization

(A non-profit California organization under Section 501(c) (3) of the Internal Revenue Code)

ARTICLE I: Name and Principal Office

Section 1. This organization shall be known as: United Lebanese Organization, and will hereinafter be referred to as “The Organization”.

Section 2. The principal office of the Organization shall be located in the United States of America, in a city designated by the board of Directors. The Organization may have

such other offices, either within or outside the USA, as the Board may determine. The Organization Board of Directors shall approve any changes.

Section 3. The Organization shall maintain a telephone number as a central contact.

Section 4. The Organization shall maintain a Website and email address for itself and its officers.

ARTICLE II: Purposes of the Organization

The goals of this Organization include but are not limited to:

• To bring the Lebanese American community together through a variety of social events

• To promote the Lebanese culture and heritage by providing an exchange of information between the Lebanese, American, and other communities through social, cultural, and humanitarian endeavors

• To welcome new coming Lebanese students and help guiding them and provide them the necessary assistance and support.

• Provide humanitarian assistance for the Lebanese community and Lebanese back home in form of donated services, merchandise, or cash.

ARTICLE III: Members

Regular Persons: Membership in this Organization shall be open to all Lebanese, and Lebanese American individuals who are eighteen (18) years or older and live in California.

Associate Members: Associate members are those who do not qualify for regular membership but who are interested in furthering the aims and purposes of the Organization and have paid their dues. Any such associate shall not have the right to vote.

Honorary Members: Upon the unanimous vote of the Board, an honorary membership in the Organization may be granted to any deserving person for outstanding contributions in furthering the aims and purposes of the Organization or for outstanding service to the Organization. Any such honorary member shall not be required to pay dues but shall not have the right to vote.

Classes of Members: The membership of the Organization shall be divided into three classes: Associate, individual, and student membership. Different annual dues apply for each class as determined by the Board of Directors.

Membership Application: Any eligible person wishing to join the Organization shall complete an application for membership on a form prescribed by the Directors of the Organization. The application shall request only the information necessary and useful to the Organization in performance of its purposes.

Annual Dues: To join the Organization, an eligible person shall submit to the Treasurer an application and annual dues in an amount prescribed by the Board of Directors at the last annual meeting with a grace of period of (30) days.

Renewal of Membership: Annual dues for members of the Organization shall be due and payable at the annual meeting, payable in advance for the following year with a grace of period of (30) days. No member who has failed to pay his or her annual dues shall be permitted to participate in the election of officers or directors for the Organization, to be an officer or director of the Organization, or to vote on any matter affecting the Organization.

Benefits to Members: Members of the Organization shall have use of Organization facilities. Dues and other charges for the use of Organization facilities shall be determined by the Board of Directors.

Election: Each regular member in good standing and has been a member for at least 6 consecutive months shall be entitled to one vote on each matter submitted to a vote of the members. No other class of membership shall vote.

Good Standing: A member shall be in good standing with the Organization if he qualifies for membership and has timely paid his dues, attended at least 60% of invited meetings.

Termination: The Board, by an affirmative vote of two-third of all the members of the Board, may suspend or expel a member after opportunity to have an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of his dues for more than one (30) days.

Reinstatement: The board may, upon written application by a former member and upon a two-thirds affirmative vote, reinstate such former member upon such terms as the Board may deem proper.

Transfer: Membership in the Organization is not transferable or assignable to another person.

ARTICLE IV: Meeting

Annual Meeting: The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place. Annual meeting will cover the Organization’s accomplishments and the Organization’s goals and objectives for the coming year.

Monthly Meeting: The board shall meet at least once a month, at an agreed upon time and place.

Special Meetings: Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance. The purpose or purposes for which the meeting is called shall be stated in the notice.

Notice: Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally, by mail or by email, to each member entitled to vote at such meeting, not less than two weeks in advance of such meeting.

Election: Annual election shall be held for the purpose of electing appropriate Board members. An election shall be held once every two years for the purpose of electing President, Vice President, officers, and board of directors. Candidates for the offices of president-elect, vice-president and officers shall be elected by majority vote of those regular members in good standing.

ARTICLE V: Board of Directors

Management: The business of the Organization shall be managed by the Board of Directors consisting of at least 3 and not more than 11 members, including the officers of the Organization.

Powers: The Board of Directors shall have control and management of the affairs and business of the Organization. Such Board of Directors shall only act in the name of the Organization when it shall be regularly convened by its President after due notice to all the directors of such meeting.

Terms: The founding Board of Directors shall consist of the officers of the Organization who shall serve until the membership elects its first slate of Directors at the first annual meeting. The Board of Directors shall appoint a nominating committee to provide a slate of Directors to be voted on by the entire membership at the each annual meeting. Terms of the first Board Members shall be temporary and thereafter all Directors will be elected to serve one-year term. When a Director’s term expires, the Director shall continue to serve until a successor has been elected. Directors may serve a maximum of two full two-year terms in succession.

Vacancies: Vacancies in the Board of Directors may be filled due to resignation or removal of a Director When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These qualifications shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term of the Director being replaced.

Removal of Directors and Officers: A Director and Officers may be removed by a two-thirds majority vote of the Board of Directors, for cause or if a Director is absent and unexcused from two or more meetings of the Board of Directors in one year. The President is empowered to excuse Directors from attendance, if contacted prior to the meeting with a reason deemed adequate by the President.

Quorum and Vote: A majority of the members of the Board of Directors shall constitute a quorum. Each Director shall have one vote.

Board of Director Meetings: The Board of Directors shall have a minimum of four (12) meetings each calendar year. Such meetings may be held via telephone or video conferencing or in person. The President, or his/her designee, shall announce the meeting dates and locations to the Directors a minimum of ten (10) days prior to each meeting. The Board of Directors shall meet annually in conjunction with the annual meeting of the membership.

Agenda: Any member in good standing may submit an agenda item for the Board’s consideration by providing a written request at least 10 days in advance of the meeting.

ARTICLE VI: Officers

Officers: The officers of the Organization shall be the President, Vice President, Secretary, and Treasurer, all of whom shall be chosen by and serve at the pleasure of the Board of Directors. The Organization may also have, at the discretion of the Board, additional officers as may be deemed expedient for the proper conduct of the business of the Organization, each of who shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.

Term of Office: Each officer shall be elected by the members as soon after the 2^nd annual meeting as possible. Each officer shall hold office for his / her prescribed term and until his / her successor shall have been duly elected or appointed and may not serve more than two consecutive terms of office.

Removal and Resignation: Subject to the rights, if any, of an officer under any contract of employment, the Board of Directors may remove any officer at any time by giving written notice to the Organization with prejudice to the rights, if any, of the Organization under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

President: The president shall be the principal executive officer of the Organization and shall supervise, direct and execute all the business and affairs of the Organization.

The President shall be subject to the control of the Board of Directors. The President shall lead the Board of Directors in performing its duties and responsibilities, this includes, if present, presiding at all meetings of the Board of Directors and shall perform all other duties incident to the office or properly required by the Board of Directors. The President may sign, with the Secretary, or any other proper

Officer of the Organization authorized by the Board of Directors, Organization’s Deeds, mortgages, bonds, contracts, or other designated instruments. The President, with the consent of the Board of Directors, may delegate signature authority to any other Director, except the Secretary, or responsible staff person, as required to conduct the business of the Organization.

Vice President: In the absence or disability of the President, the Vice President shall perform all the duties of the President; when so acting shall have all the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties prescribed for them respectively by the Board of Directors or the President.

Secretary: The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and Committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the action taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall keep a register of the post-office address of every member as well as of their electronic mail address. The Secretary shall give notice of all meetings of Directors and committees as required by these Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or President.

Treasurer: The Treasurer shall have oversight of, and be responsible for, all funds and securities of the Organization and shall, in general, perform all the duties incident to the office of Treasurer. The Treasurer shall render to the Board of Directors on a quarterly basis or as requested by the Board of Directors, an account of all transactions and of the financial condition of the Organization.

Compensation for Board Service: Members of the Board of Directors shall receive no compensation for carrying out their duties as Board members. The Board may adopt policies providing reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities.

Compensation for Professional Services by Officers: Members of the Board of Directors are not restricted from being remunerated for professional services. Such remuneration shall be at reasonable or applicable market rates, to be approved by the full Board of Directors, with adherence to financial policies and procedures adopted by the Board.

ARTICLE VII: Committees

Committees: All standing committees of the Organization shall be created by a majority vote of the Board of Directors. The term of office on a committee shall be one year. The Board of Directors shall appoint the membership of standing committees. The Board of Directors shall maintain at least three standing committees to include; an Executive Committee, a Governance Committee and a Finance Committee. The President may also establish, with the consent of the Board of Directors, other standing committees or ad hoc committees as required for the efficient and effective operation of the Organization. Ad hoc committees may include representatives from the membership at large. Terms of the appointment for ad hoc committees shall be established at the time of appointment.

Executive Committee: The Executive Committee is a permanent committee. It shall consist of the Officers of the Organization. The President shall lead the Executive Committee, and with the consent of other committee members, can appoint additional members of the Board of Directors or the membership at large to the Executive Committee. The Executive Committee shall generally serve as the central planning group of the Organization, and shall have full authority to act for the Board of Directors in managing the affairs of the Organization during the intervals between meetings of the Board of Directors. The presence of a majority of the duly appointed committee members, in person, or via teleconference, shall authorize action.

Governance Committee: The President shall appoint a Governance Committee of not less than three members of the Board of Directors or the membership at large. Normally the Vice President will lead this committee. This committee shall be responsible for Board assessment, training and the nomination of new Board members. All nominations shall be from the membership of the Organization. Upon approval by the Board of Directors, the slate of nominees shall be submitted to the full membership of the Organization at least 21 days prior to the annual meeting of the membership. Additional nominations may be made by submitting a name of a member in good standing, in writing and signed by five or more other members in good standing, to the President, at least 10 days before the annual meeting. If no additional nominations are submitted to the Board of Directors, the slate of candidates will be elected at the annual meeting without ballot. If additional nominations are submitted the elections shall be conducted at the annual membership meeting by secret ballot.

Finance Committee: The Finance Committee shall consist of the Treasurer who shall serve as Chair, and at least two additional members of the Board of Directors or membership at large appointed by the board of directors. The fiscal and budgetary affairs of the Organization shall generally be directed by the Finance Committee, who shall develop recommendations for actions and approval by the Board of Directors. This committee shall annually present a balanced budget for approval by the Board of Directors prior to the annual membership meeting.

ARTICLE VIII: Miscellaneous

Amendments: These Bylaws may be amended, altered, repealed, or enhanced by an affirmative vote of a two-thirds majority of the Board of Directors. At least ten (10) days prior written notice setting forth a proposed action and time and place of meeting shall be given to all Directors.

Depositories: All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, savings and loan associations, trust companies or other depositories as the Board of Directors may select.

Contracts: The Board of Directors may authorize any officer(s) or agent(s) of the Organization, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.

Checks, Drafts, Etc.: All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Organization shall be signed by the person or persons authorized and directed by the Board. No amount in excess of five hundred Dollars ($500.00) may be expended without prior Board approval except pre-approved re-occurring monthly charges. Any payment over $500 requires two signatures authorized officers.

Fiscal Year: The fiscal year of the Organization shall end on the last day of December of each year.

Dissolving Organization: If for any reason the organization decided to dissolve itself by two third of majority voting, all funds if anything left will be donated to the Lebanese community or any charitable organization Board of Directors chooses. Only the president has the right to bring dissolving the organization to be voted on.