PREAMBLE
To preserve the Iranian culture, introduce Iranian Culture to the community and to further and foster cooperation among Iranians, the
Iranian Cultural Society of Fresno has been formed in the City of Fresno, California. The Iranian Cultural Society of Fresno is an
independent, nonprofit and nonpolitical organization with no affiliation or attachment to any special interest or group. The Iranian
Cultural Society of Fresno shall be administered under the provisions of the following By-Laws:
Article 1 Name of Corporation
The name of the Corporation is The Iranian Cultural Society of Fresno (ICSF).
Article 2 Type of Corporation
The Iranian Cultural Society of Fresno, which has been formed under the California Nonprofit Public Benefit Corporations law for the
public purposes described in Article _____, is registered under ____ with the Office of the Secretary of State in California under date
of ___ . The Corporation shall be referred to hereinafter as the "SOCIETY".
Article 3 Principal Place of Business
The principal office of the "SOCIETY" is located in the City of Fresno, State of California. Article 4.Definitions The term "Iranians" as
referred to in these By-Laws denotes all persons of Iranian descent, their spouses and children.
Article 5.Political Affiliations
The "SOCIETY" is a nonprofit, nonpolitical, and nonpartisan organization with no affiliation or attachment to any special political or
religious group. None of the founders, trustees, members of the Board of Directors, Officers, affiliated sponsors are not allowed to
participate in or intervene in any political or religious activity in the name and/or on behalf of the "SOCIETY".
Article 6 Objectives
The objectives of the "SOCIETY" are as follows:
i. To preserve and promote Iranian customs, traditions, and cultural values
ii. To further promote the spirit of affinity and togetherness among Iranians
iii. To strive in the introduction of Iranian culture to non-Iranians and to acquaint them with the values therewith
iv. To promote the social and general welfare of all persons of Iranian descent residing in Central Valley
v. To encourage and foster a feeling of good fellowship, friendship and goodwill in the community
vi. To cooperate with and render assistance to other Iranian institutions whose objectives are in conformity with those of the "SOCIETY",
whether in the form of associations, professional or non-professional groups, syndicates or foundations.
Article 7 Organizational Structure
The "SOCIETY" is administered and conducts its business through its:
i. Founders
ii. Trustees
iii. Board of Directors iv. Executive Directors
v. Committees
vi. Sponsors
Article 8 Founders
The founders consist of all who formed the "SOCIETY", and are named in the Articles of Incorporation of the Iranian Cultural Society
of Fresno, registered on _______ under Registration No. _______.
Article 9 Board of Trustees
— Election 9.1 The board of Trustees is composed of seven (7) persons including the following:
i. Founders prescribed in Article 8 hereof; and
ii. Other selected highly respected, well-known Iranians who believe in the objectives of the "SOCIETY" and are elected by unanimous
vote of the Founders.
__9.2 The number of trustees may be increased up to and including nine (9) persons. In such a case, the selection of each new member
will require unanimous approval of the seven (7) members prescribed in 9.1 (i) and (ii), above. Should any of the first 7 trustees resign,
become deceased or disqualified as set forth in Article 10 hereof, the remainder of the first trustees can vote, provided that there are at
least five (5) voting members present, then the empty chairs up to seven (7) trustees must be filled for the required quorum. Invitations
for filling the quorum will be made to those trustees who were elected earlier.
Article 10 Board of Trustees — Termination of Trustee
A trustee shall be terminated upon the occurrence of any of the following events:
i. Death
ii. Resignation; must be written and submitted to the Board of Trustees
iii. Judicial condemnation or judicial decision which may deprive a trustee of sitting on the board; or
iv. Failure to attend meetings of the Board of Trustees, without good excuse, upon verification of the Board of directors and confirmation
of the Board of Trustees.
Article 11 Board of Trustees — Compensation
The services of the members of the Board of Trustees are honorary, with no pay or compensation by the "SOCIETY".
Article 12 Board of Trustees — Powers and Duties
The powers and duties of the Board of Trustees shall encompass the following:
i. To elect new members of the Board of Trustees as set forth in Article 9 hereof
ii. To elect the members of the first Board of Directors, to approve new Directors recommended by the Board of Directors, and to determine
the number of directors to be elected
iii. To formulate and approve the plans and policies of the "SOCIETY" in general
iv. To guide and direct the Board of Directors toward expanded and improved activities
v. To attract donors and philanthropists to cooperate with the "SOCIETY"
vi. To approve the annual budget and financial statement of the "SOCIETY"
vii. To make final decisions on any termination of a trusteeship.
Article 13 Board of Trustees — Meetings
13.1 The Board of Trustees shall meet at least twice every year upon the invitation of the Chairperson of the Board of Trustees, or in his
absence, by the Vice-Chairperson. Special meetings may be called by the Chairperson or the Vice-Chairperson of the Board of Trustees
when a need is indicated, or at the request of the Board of Directors.
13.2 The time and place of the meetings, as well as the agenda for the meetings, shall be stipulated in the notice of such meetings.
Notices of every meeting shall be mailed, emailed or telephoned to those invited at least twenty-one (21) days prior to the date of the
meetings.
Article 14 Board of Trustees — Quorum
14.1 The presence of a majority of the members of the Board of Trustees at a Board meeting shall constitute a quorum for the transaction
of business.
14.2 The resolutions adopted by the Board of Trustees require the affirmative approval of the majority of members present at the meeting.
Should a quorum of members not be present, the members will be invited for a second time; the notice of this meeting should be mailed at
least ten (10) days prior to the date of the meeting.
14.3 In the event a second meeting is convened, business shall be transacted by whatever number of trustees may be present at that time.
Resolutions adopted at such meetings shall require the affirmative approval of the majority of members present. Resolutions approved
through signing of the minutes by the majority of the trustees, without holding a meeting, are valid.
Article 15 Board of Trustees — Term
The Board of Trustees shall select a Chairperson, two Vice-chairpersons and a Secretary to serve for a term of two years; however,
said term shall continue until new officers are selected.
Article 16 Board of Directors — Election
The Board of Directors of the "SOCIETY" shall be constituted and elected as follows:
16.1 The authorized number of the Board of Directors shall be not less than Seven (7) and no more than Fifteen (15). The exact number
within such limits will be determined from time to time by the approval of the trustees.
16.2 The board of Trustees shall elect the first Board of Directors members and also elect up to three (3) persons as alternate directors. Subsequent/additional Directors and the Alternates are recommended by the Board of Directors for the approval of the Board of Trustees.
16.3 The board of Directors shall be elected for a period of two (2) years.
16.4 Members of the Board of Trustees may also be elected to serve as members of the Board of Directors.
16.5 Prior to the termination of the term of office of members of the Board of Directors, the Trustees shall be called for election of the new
Board of Directors.
16.6 Members of the Board of Directors may be re-elected.
16.7 Until a new Board is elected, the previous Board shall continue to perform.
16.8 The Board shall elect a Chairperson, a Vice-Chairperson(Logistics Manager), a Secretary, a Chief Financial Officer, an Executive
Director and a Public Relations Manager among themselves as the "SOCIETY" Officers.
16.9 Annual Meeting: ICSF shall conduct one annual meeting in the month of January. The agenda for annual meeting shall include
i. An official report from The Board of Directors and Officers on the organization status.
ii. Announcement of New Officers iii. New officers are installed at the NuRooz annual celebration gathering (March 21).
16.10 The first elected Board of Directors shall prepare the power and duties of the Officers.
16.11 The Board of Director has the authority to change the power and duties of the Officer to improve the effectiveness of the Officers
collectively.
Article 17 Board of Directors — Alternates
Should a Director be unable to attend a Board meeting for any reason, including her/his resignation, an alternate director shall be invited
to fill the vacant seat. Alternates are called according to the number of votes they enjoyed at the time of their election. In case of an equal
number of votes, the Board of Directors shall decide who should be invited.
Article 18 Board of Directors — Meetings
The Board of Directors will meet at least once every month. When required, special meetings will be called at the request of the Chairperson,
the Vice-Chairperson or the Executive Director.
Article 19 Board of Directors — Quorum
19.1 The presence of a majority of the authorized number of Directors at a meeting of the Board of Directors constitutes a quorum for the
transaction of business. Any decision reached by the Board must be approved by at least the majority of the authorized number of
directors.
19.2 The minutes of the Board of Directors meeting shall be signed by the Chairperson and the Secretary of the Board of Directors.
Article 20 Board of Directors — Duties and Powers
20.1 Subject to the provisions of the Fresno Nonprofit Corporations law and any limitations in the Articles of incorporation and these
By-Laws relating to actions requiring the approval of the Trustees, the business and affairs of the "SOCIETY" shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of Directors.
20.2 Without prejudice to the general powers set forth in Article 20.1, above, and subject to the same limitations, the Directors shall have
the following powers:
i. To select an Executive Director;
ii. To select members of the Committees;
iii. To prepare one year and three year plan and budget
iv. To prepare the budget and financial statements for presentation to the Board of Trustees;
v. To approve the selection and removal of all officers, agents and employees proposed by the Executive Director. To change the principal
executive office of the principal business office in the State of Fresno from one location to another, cause the "SOCIETY" to be qualified to
do business in any other state, and conduct business within or outside of the State of California.
vi. To implement and carry out the resolutions of the Board of Trustees
Article 21 Board of Directors — Committee Affairs
Whenever the affairs of a Committee are to be discussed with the Board of Directors, the members of that Committee may be invited to
participate in such meeting without the right to vote in such proceedings.
Article 22 Board of Directors — Compensation
The services of the members of the Board of Directors and alternate directors are honorary and without pay or compensation.
Article 23 Board of Directors — Termination of Director
i A Director who is disturbing the “SOCIETY” functions or engaged in parallel activities with the "SOCIETY" activities will be excused
from serving in the "SOCIETY" at any capacity. This requires a request by three Directors and approval of the sixty percent of current
members of the Board of Directors.
ii A Director with lack of participation in the activities may be excused from serving in the Board if recommended by three members and
approved by the majority of the Board of Directors
iii In case of resignation of an officer, the Board of Director shall elect a replacement for the officer.
iv Resignation by any Director must be done in a written format and submitted to the Board of Directors to be official.
v When an officer receives a vote of no-confidence from sixty percent of the Board of Directors the officer shall resign immediately.
Article 24 Executive Director — Election
The Board of Directors shall select a qualified person, with management experience and of high moral standards, to serve as the Executive
Director for a term of two years. The Executive Director shall be responsible coordinating the day-to-day operation of the "SOCIETY", and
manage the programs sponsored by the "SOCIETY" and may be re-elected at the expiration of any two year term.
Article 25 Executive Director — Power and Duties
25.1 The powers and duties of the Executive Director shall be as follows:
i. To implement and carry out the resolutions of the Board of Directors, and to attend to the day-to-day operations of the "SOCIETY".
ii. To make recommendations to the Board of Directors
iii. To engage the services of certain professionals whose services might be required by the Iranian community.
25.2 The Executive Director alone shall sign all non-financial and non-committal correspondence. Pertaining to correspondence with federal,
state or local governmental agencies, the Executive Director shall obtain the agreement of the Board of Directors.
25.3 The Board of Directors may delegate part of its authority to the Executive Director.
Article 26 Executive Director — Compensation.
The services of the Executive Director is honorary and without pay or compensation. In case no Director is qualified to assume the Executive
Director’s position, the Board may consider hiring an Executive Director from outside the “SOCIETY”.
Article 27 Committees
27.1 The Officers shall form ten (9) Committees to serve corresponding officer as follows:
i. Chairperson: (1) Planning, (2) Cultural, and (3) Art and Music Committees
ii. Vice-Chair: (4) Purchasing, (5) Location and Equipment, (6) Event Set up and Serving committees
iii. Secretary: (7) Publications Committee
iv. Chief Financial Officer: (8) Fund Raising Committee
v. Public Relation Manager: (9) Public Relations Committee . The number of committees can be altered by the Board of Directors based upon
the needs of the “SOCIETY” or the Iranian community. Members of the committees, the number of members in each committee and their
functions shall be determined by the Board of Directors.
27.2 The by-laws of each committee, including functions to be carried out and power and duties, shall be prepared by the Executive Director
and submitted to the Board of Directors for approval.
27.3 Those committees having financial transactions shall submit their monthly financial statements to the Board of Directors for
consolidation with other accounts of the "SOCIETY".
27.4 Committees shall not make any financial commitments without the prior approval of the Board of Directors.
Article 28 Sponsors
The "SOCIETY". Shall have three types of sponsors:
i. Honorary — includes donors, philanthropists and others determined by the Board of Trustees who have made a substantial contribution
toward the realization of the objectives of the "SOCIETY".
ii. Active — includes those who render certain services or make financial contributions to the "SOCIETY" as confirmed by the Board of
Directors; and
iii. Institutional — includes organizations, institutions and foundations selected by the Board of Directors.
Article 29 Financial Matters
29.1 The Chairperson and the Chief Financial Officer jointly shall prepare the annual budget of the "SOCIETY" and its committees and submit
it to the Board of Directors, which will review the budget and present it to the Board of Trustees for approval.
29.2 Signatories authorized to sign checks and other important documents on behalf of the "SOCIETY" and the committees shall be
appointed by the Board of Directors.
29.3 The Executive Director shall be authorized to approve payment of routine charges within the approved budget.
29.4 Annual financial statements of the "SOCIETY" shall be reviewed by an independent accountant selected by the Board of Trustees.
The accountant’s report shall be submitted to the annual meeting of the Board of Trustees for approval.
29.5 The fiscal year of the "SOCIETY" shall end on December 31 of each year.
Article 30 Amendments
These By-Laws may be amended or repealed upon the approval of the Board of Trustees.
President of Founders: ____________________
Vice President of Founders: ________________
Secretary of Founders: ____________________
Date: _______________________________________
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