Definition

For the purposes of the by-laws of PAB:  The words “shall” and “will” are to be considered obligatory.

ARTICLE I:  Name and Address

Section 1

This organization shall be known as the Palestinian American Bridge (PAB), hereby referred to as Corporation or Organization.

Section 2

The mailing address for the organization shall be P.O.Box 631992, Houston, Texas 77263.

Section 3

Palestinian American Bridge is registered as a nonprofit organization in the State of Texas, and shall be registered as a tax exempt 501(c)(3) with the Internal Revenue Service. 

ARTICLE II:  Mission Statement

The Palestinian American Bridge is a volunteer organization, inspired by human values, that works through a program of research, education, advocacy and community service to improve the quality of life for Palestinian families and strives to ensure individual and collective rights and freedom for all Palestinians.

ARTICLE III:  Membership

Section 1

(a)   Any person who is at least 18-years of age is eligible to become a member.

(b)   Membership in PAB is individual, and maintenance of the membership requires payment of dues in accordance with the policies of the Executive Committee.

Section 2
Voting Rights

(a)   The voting members are defined as mentioned in Article III, Section 1 (a) and (b) above.  No voting by proxy, mail or electronic mail will be counted.

(b)   Voting members shall exercise their voting rights provided that payment of membership dues was made at least three months prior to the election date.

Section 3
Resignation

The resignation of any member shall not relieve that member from any financial obligation owed the organization at the time of resignation, except by waiver of the Finance Committee.

Section 4
Termination of Membership

(a)   No membership shall be terminated by the organization except for nonpayment of dues without sufficient cause, or except for committing specific acts deemed detrimental and contrary to the organization’s purposes.

(b)   No member shall be expelled without first having been given written notice and an opportunity to appear before the Board. Four out of five Board of Directors members shall be required for expulsion of any member.

ARTICLE IV:  Officers

Section 1
The organization shall be managed by an Executive Committee and will be overseen by a Board of Directors.

Section 2
The Executive Committee shall be composed of:

a)     President

b)    First Vice President

c)     Second Vice President

d)    Secretary

e)     Treasurer  

ARTICLE V:  Duties of Officers

Section 1

President

(a)   The President or his /her designee shall serve as the official spokesperson(s) of the organization.

(b)   It shall be the duty of the President to call for and preside over the meetings of the Executive Committee.

(c)   The President, after consulting with the Vice-Presidents, shall assign the coordinators of any outstanding committees except the Nominating Committee, and such special committees as shall be established by the Executive Committee.

(d)   The President he/she has the right to attend any committee meetings.

(e)   The President shall make an annual report to the Board of Directors.

(f)    The President or any of the two Vice-Presidents in the President’s absence shall co-sign checks with the Treasurer.

(g)   The President after obtaining approval from the Executive Committee or the Board of Directors shall sign all contracts, agreements and legal documents, except as noted to ARTICLE IX, Section 2.

Section 2

Vice President

The First Vice-President shall perform the duties of the President when so designated or in the President’s absence and the Second Vice-President shall perform the duties of the President when so designated or when both the President the First Vice President are absent.

Section 3

Secretary

(a)   The Secretary or an appointed agent by the Executive Committee shall act as Statutory Agent for the organization.

(b)   The Secretary shall keep accurate minutes of the Executive Committee meetings.  The minutes of these meetings shall be prepared and submitted to Executive Committee members at or prior to each succeeding meeting.

(c)   The Secretary shall write all correspondence initiated by the Executive Committee and shall perform all other duties requested by the President.

(d)   The Secretary shall keep a record of all members of the organization.

Section 4

Treasurer

(a)   The Executive Committee shall designate the bank or banks in which the organization’s funds shall be deposited.

(b)   The Treasurer shall keep or cause to be kept accurate financial records of all funds, including receipts and disbursements.

(c)   The Treasurer shall cause adequate records to be kept of all dues pledged, dues paid, and dues owed; donations received and accounts payable.

(d)   The Treasurer shall convene and lead the Budget Committee.

(e)   The Treasurer shall maintain an up-to-date record of the current members of the organization.

(f)    The Treasurer shall act as a disbursing agent together with the President or any of the two Vice Presidents of the organization as authorized by the Executive Committee.

(g)   The Treasurer shall submit a detailed financial report on monthly basis or upon request to the Executive Committee.

(h)   The Treasurer shall oversee and supervise the organization’s procedures and shall ensure compliance with all accounting and tax laws and requirements. 

ARTICLE VI:  Election of Officers

Section 1
Any member of the organization may run for any elective office provided he/she meets the requirements and criteria of that office.

Section 2
Requirements:

(a)   Executive Committee: Member must actively serve at least 1 year in one of the organization’s committees to be eligible to run for any Executive Committee post.

(b)   Board of Directors: Member must actively serve at least 1 year in one of the organization’s committees to be eligible to run for a Board of Directors post.

(c)   Committee Coordinator: Committee Coordinator must actively serve at least 6 consecutive months in one of the organization’s committees to be eligible for appointment as a Committee Coordinator.
 

ARTICLE VII:  Dues

Section 1
The amount paid for annual dues shall be set by the Board of Directors.

Section 2

(a)   Dues shall become payable at registration time.

(b)   Dues are counted on a pro-rated basis.

(c)   Dues are due on a calendar year basis (January 1 to December 31).

Section 3
Only members that have paid the required dues in a timely manner shall be considered active members.  

ARTICLE VIII:  Executive Committee

Section 1
The Executive Committee shall conduct all business between the organization’s meetings.
 
Section 2
The Executive Committee shall communicate and keep all members updated with the organization’s activities, produce reports, make appointments, authorize release of information to members, approve expenditures, and proceed in the best interest of the organization and its members unless specifically prohibited by the by-laws. 

Section3
Quorum: A quorum shall be no less than three out of five Executive Committee Members to conduct the organization’s business.  

ARTICLE IX:  Board of Directors

Section 1

The Board of Directors will be made of 5 elected members.  The initial makeup of the Board of Directors will be elected in a staggered manner as follows: 

One member for one year

One member for two years

One member for three years

One member for four years

One member for five years

The Board Member who is serving his last year in office, will automatically become Chairman of the Board of Directors.

Every year, there will be an election of a new member for a term of five years for the Board of Directors to replace the vacancy created by the departing member.
 
Section 2
Duties of the Board of Directors:
It shall be the duty of the Board of Directors to establish and save guard the organization’s mission and values, and to ensure its long term strength and financial integrity.  The board shall periodically assess its strategies, decisions, strengths, needs and performance.  Members of the Board of Directors, with the approval of the General Membership, will serve as agents for the organization for administrative and/or management including procurement and disposal of properties and all assets of the organization.

Section 3
Duties of the Chairman of the Board of Directors
The Chairman of the Board of Directors shall chair and lead the Board of Directors in vigorous pursuit of the organization’s mission, shall serve as ex-officio on the board committees and shall guide the president in translating board decisions into management actions.
 
Section 4
Duties of Members of the Board of Directors
Each member of the Board of Directors shall commit to the organization’s mission, faithfully attend and prepare for board meetings, strive towards consensus, respect and represent majority decisions, and positively represent the organization to the public.  Board members have no individual authority separate of the board, and are expected to support decisions of the board, regardless of personal desires and/or opinions.  

ARTICLE X:  Meeting of the Board of Directors

Section 1
Regular Meetings:
Regular meetings of the Board of Directors shall be held at least on quarterly basis.

Section 2
Special Meetings:
Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, or if requested by the majority of the Executive Committee. No business will be transacted at any special meeting unless specified in the notice of the meeting.

Section 3
Quorum; Voting:
Two-thirds of sitting, voting Board members shall constitute a quorum at all meetings of the Board. Decisions of the Board are taken by a simple majority of the Directors present, except where these Bylaws or the provisions of applicable law require a greater majority. Voting may not be by proxy.

Section 4
Notice of Meetings:
5.1 Notice of meetings shall be given to each board member in person, by telephone, electronic mail, facsimile or mail at least seven calendar days prior to the meeting.

5.2 Open Meetings. All Board of Directors meetings are open meetings to any member in good standing unless the meeting is classified as closed-session in advance by the Board of Directors.

Section 5
Telephone Conference:
One or more Directors may participate in meetings of the Board, at the discretion of the Chairman, by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other. Board members not physically present at any meeting will not be counted toward a quorum nor will they be allowed to vote.

Section 6
Action Without a Meeting:
Any action may be taken by the board without a meeting if written consent setting forth the action so taken is signed by two thirds of the board members. The written consent shall be filed with the Secretary of the organization.  

ARTICLE XI:  Impeachment and Removal from Office

Section 1
Any act that the Board of Directors finds it to be detrimental to the organization’s mission, aims and image would constitute a basis for impeachment and removal from office.

Section 2
Impeachment and removal of any Board of Director member or Executive Committee member should be submitted by the Board of Directors to be presented to a Special General Membership Meeting for voting.  Submission of any impeachment and removal to the Special General Membership Meeting requires a vote of four board members out of five before submission.  If the regular General Membership meeting is to scheduled sixty days or less, the Board of Directors can suspend the duties of the member and then present the impeachment at the regular General Membership Meeting.

Section 3
Impeachment and removal recommendations may be submitted to the Board of Directors by members in good standing if at least ten percent of the active members sign on the impeachment, and it requires a vote of four board members out of five to approve the submission of the impeachment and removal to the special General Membership Meeting.

Section 4

Approval of the impeachment and removal shall be made at the Special General Meeting (following the general meeting rules).

ARTICLE XII:  Vacancies

The Board of Directors shall fill any vacancy occurring in the Board of Directors or the Executive Committee until the next General Membership Meeting, at which time it shall be filled by election by the General Membership for the balance of the term of the vacancy (if applicable). 

ARTICLE XIII:  Resignation

Any member of the Board of Directors or the Executive Committee may resign at any time by giving written notice to their respective President/Chairman. Any such resignation shall take place upon approval by the respective bodies. 

ARTICLE XIV:  Advisory Board

Section 1
The Advisory Board shall be composed of highly distinguished individuals in their communities/fields.  The advisory board member must be approved by four out of five members of Board of Directors.

Section 2
The Advisory Board will provide general advice on the organization’s planned activities, and provide feedback to the Board of Directors on projects forwarded to them.  

ARTICLE XV:  General Membership Meetings

Section 1
General membership meetings shall be called for by the Board of Directors, and presided upon by the Chairman of the Board.

Section 2
Only members in good standing shall be allowed to vote.

Section 3
Quorum: 

1.     First Attempt: two thirds of active members shall constitute a quorum for the general membership meeting.

2.     If the first attempt fails, a second attempt shall be made 24 hours later with a simple majority constituting a quorum.

3.     If the first and second attempts fail, a third attempt shall be made one week later from the first attempt with any present voting members.   

ARTICLE XVI:  Terms

Executive Committee
Elected Executive Committee member may serve up to a maximum of two consecutive one year term.

Board of Directors

Terms for the Board of Directors are explained in ARTICLE IX.

Committee Coordinator
Appointed Committee Coordinator shall serve on a rotational basis.  

ARTICLE XVII:  General Rules

Section 1
All PAB official meetings are conducted as per Robert’s Rules, unless adopted otherwise.

Section 2
Electronic and/or regular mail notice shall be sent to all members at their submitted addresses ten days prior to holding any intended meeting.

ARTICLE XVIII:  Amendments

Amendment proposal should be submitted by the Board of Directors to be presented to the General Membership Meeting for voting at its General Membership Meeting.  Submission of any amendment proposal to the General Membership Meeting requires a vote of four board members out of five before submission.

Amendment proposals may be submitted to the Board of Directors by members in good standing if at least ten percent of the active members sign on the amendment and it must be submitted at least one hundred calendar days prior to the General Membership Meeting.  The amendment proposal requires a vote of four board members out of five to approve the submission of the amendment proposal to the General Membership Meeting.

Approval of the amendment proposal shall be made at the General Membership Meeting (following the General Membership Meeting rules listed in Article XV, Section 3). 

ARTICLE XIX:  Dissolution of the Organization

If, and whenever, the dissolution of the organization becomes unavoidable for various reasons, the Executive Committee and the Board of Directors will recommend this action to the General Membership Meeting of the PAB.  With the approval of the three bodies, the properties and/or assets of the organization will be used to pay off any outstanding debts of the organization (or arrange for the retirement of the debts). Then the balance of the assets and properties will be transferred, only, to such organization(s) that run similar programs and activities to PAB and have similar mission statement to PAB in the USA.  Further, the above mentioned organization(s) should be current tax-exempt organization(s) under U.S. IRS Tax Code 501(c)(3) or any other subsequent IRS revisions or laws.