By Laws
ARTICLE I: PURPOSE
This corporation shall be organized and operated exclusively for
charitable, scientific, literary, religious, and educational purposes.
Subject to the limitations stated in the Articles of Incorporation, the
purposes of this corporation shall be to engage in any lawful activities,
none of which are for profit, for which corporations may be organized
under Chapter 65 of the Oregon Revised Statutes (or its corresponding
future provisions) and Section 501 (c) (3) of the Internal Revenue Code
of 1954 (or its corresponding future provisions)
This corporation’s primary purpose shall be to provide educational
assistance to people of Iranian descent.
ARTICLE II: NONMEMBERSHIP
This corporation shall have no members.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties. The affairs of the corporation shall be managed by the
Board of Directors.
Section 2. Number. The number of board members may vary between a minimum
of three and a maximum of fifteen. All board members elected after June 26, 2004 shall be descendants
of Moji Momeni.
Section 3. Term and Election. The term of office for board members shall
be one year. A board member may be reelected without limitation on the
number of terms s/he may serve. The board shall elect its own members,
except that a board member shall not vote on that member’s own position.
Section 4. Removal. Any board member may be removed, with or without
cause, by the unanimous vote of the remainder of the Board of Directors
then in office.
Section 5. Vacancies. Vacancies on the Board of Directors and newly
created board positions will be filled by a majority vote of the board
members then on the Board of Directors.
Section 6. Quorum and Action. A quorum at a board meeting shall be a
majority of the number of board members prescribed by the Board, or if no
number is prescribed, a majority of the number in office immediately
before the meeting begins. If a quorum is present, action is taken by a
majority vote of the directors present, except as otherwise provided by
these bylaws. Where the law requires a majority vote of the directors in
office to establish committees to exercise Board functions, to amend the
Articles of Incorporation, to sell assets not in the regular course of
business, to merge, or to dissolve, or for other matters, such action is
taken by that majority as required by law.
Section 7. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the time and place to be determined by the Board of
Directors. No other notice of the date, time, place, or purpose of these
meetings is required.
Section 8. Special Meetings. Special meetings of the Board of Directors
shall be held at the time and place to be determined by the Board of
Directors. Notice of such meetings, describing the date, time, place, and
purpose of the meeting, shall be delivered to each board member
personally or by telephone or by mail not less than two days prior to the
special meeting.
Section 9. Meeting by Telecommunication. Any regular or special meeting
of the Board of Directors may be held by telephone or telecommunications
in which all board members participating may hear each other.
Section 10. Board members shall not receive salaries for their Board
services, but may be reimbursed for expenses related to Board service.
Section 11. Action by Consent. Any action required by law to be taken at
a meeting of the board, or any action which may be taken at a board
meeting, may be taken without a meeting if a consent in writing, setting
forth the action to be taken or so taken, shall be signed by all the
board members.
ARTICLE IV: COMMITTEES
Section 1 . Executive Committee. The Board of Directors may elect an
Executive Committee. The Executive Committee shall have the power to make
on-going decisions between Board meetings and shall have the power to
make financial and budgetary decisions.
Section 2. Other Committees. The Board of Directors may establish such
other committees as it deems necessary and desirable. Such committees may
exercise functions of the Board of Directors or may be advisory
committees.
Section 3. Composition of Committees Exercising Board Functions. Any
committee that exercises any function of the Board of Directors shall be
composed of two or more Board members, elected by the Board of Directors by
a majority vote of the number of board members prescribed by the Board,
or if no number is prescribed, by a majority vote of all Board members in
office at that time.
Section 4. Limitations on the Powers of Committees. No committee may
authorize payment of a dividend or any part of the income or profit of
the corporation to its directors or officers; may approve dissolution,
merger, or the sale, pledge, or transfer of all or substantially all of
the corporation’s assets; may elect, appoint, or remove directors or fill
vacancies on the board or on any of its committees; nor may adopt, amend,
or repeal the Articles, bylaws, or any resolution by the Board of
Directors.
ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be the
President and Secretary.
Section 2. Election. The Board of Directors shall elect the President and
Secretary to serve one year terms. An officer may be reelected without
limitation on the number of terms s/he may serve.
Section 3. Vacancy. A vacancy of the office of President or Secretary
shall be filled not later than the first regular meeting of the Board of
Directors following the vacancy.
Section 4. Other Officers. The Board of Directors may elect or appoint
other officers, agents and employees as it shall deem necessary and
desirable. They shall hold their offices for such terms and have such
authority and perform such duties as shall be determined by the Board of
Directors.
Section 5. President. The President shall be the chief executive officer
of the corporation and shall act as the Chair of the Board. The President
shall have any other powers and duties as may be prescribed by the Board
of Directors.
Section 6. Secretary. The Secretary shall have overall responsibility for
all record keeping and all corporate funds. The secretary shall perform,
or cause to be performed, the following duties: (a) official recording of
the minutes of all proceedings of the Board of Directors meetings and
actions; (b) provision for notice of all meetings of the Board of
Directors; (c) authentication of the records of the corporation; (d)
keeping of full and accurate accounts of all financial records of the
corporation; (e) deposit of all monies and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors; (f) disbursement of all funds when
proper to do so; (g) making financial reports as to the financial
condition of the corporation to the Board of Directors; and (h) any other
duties as may be prescribed by the Board of Directors.
ARTICLE VI: AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed, and new bylaws adopted, by the
Board of Directors by a majority vote of directors present, if a quorum
is present. Prior to the adoption of the amendment, each Board member
shall be given at least two days notice of the date, time, and place of
the meeting at which the proposed amendment is to be considered, and the
notice shall state that one of the purposes of the meeting is to consider
a proposed amendment to the bylaws and shall contain a copy of the
proposed amendment.
ARTICLE VII: CORPORATE INDEMNITY
This corporation will indemnify its officers and directors to the fullest
extent allowed by Oregon law.
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