ARTICLE 1
NAME AND PURPOSE
1.1 Name. The name of the corporation is Iranian Cultural Foundation –
Houston (hereinafter the corporation will be referred to as the
“Corporation”).
1.2 Purposes. The Corporation is organized exclusively for charitable,
literary, and educational purposes as set forth in the Articles of
Incorporation of the Corporation. The Corporation shall be operated
exclusively for such purposes, and except that the Corporation shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of such
purposes, no part of its net earnings shall inure to the benefit of, or be
distributable to, any director, officer or other private person. No part of
the activities of the Corporation shall be carrying on propaganda, or
otherwise attempting, to influence legislation, and the Corporation shall
not participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of or in
opposition to any candidate for public office. Further, all funds and money
received from the operation of the Corporation shall be used solely for the
furtherance of the aims and purposes of the Corporation.
More particularly, the Corporation is a secular and non-political
organization and shall be operated for the purposes of:
(a) To share with the community the appreciation of Persian culture through
lecture series, seminars, poetry reading, television and radio interviews,
film showing, performing arts, musical recitals, art and book exhibits, and
periodic newsletters.
(b) To provide and support Persian and English language instruction in
particular and Persian studies in general, to children and adults.
(c) To promote, encourage and foster the charitable and educational
interests of the Iranian community by organizing seasonal and traditional
events such as Nourouz, Mehregan, Yalda, and Sadih.
(d) To assist needful Iranians particularly children, the elderly, and the
victims of disasters.
(e) To defend human and civil rights of the Iranian community as a whole.
(f) To establish contact with similar organizations, social institutions,
and news media for the purpose of increasing understanding between the
Persian community and the society at large.
1.3 Offices. The Corporation may have, in addition to its registered office,
offices at such places, both within and without the State of Texas, as the
Board of Directors may from time to time determine or as the activities of
the Corporation may require.
ARTICLE 2
MEMBERSHIP
2.1 Eligibility. Any person, 18 years or older may be eligible for
membership. Honorary membership may be granted by the Board of Directors,
and such members will have the rights and responsibilities of full
membership. .
2.2 Membership Dues. The annual membership dues for the Corporation shall be
determined by the Board of Directors. Membership dues are paid prospectively
for the calendar year ending December 31. Any member whose dues have not
been received on or before that date shall have his membership suspended. A
suspended member may not vote or hold office.
2.3 Nontransferability. Membership in the Corporation is neither
transferable nor assignable.
ARTICLE 3
MEETINGS OF MEMBERS
3.1 Annual Meeting. The annual meeting of the Members for the election of
Directors and the transaction of other business as may properly come before
such meeting shall be held in September of each year at time and place as
the Board of Directors shall from time to time determine.
3.2 Special Meetings. Special meetings of the Members may be held either
within or without the State of Texas, and may, unless otherwise prescribed
by statute, be called by the President. Special meetings shall be called by
the President, Vice President or Secretary of the Corporation upon the
written demand of a majority of the Board of Directors or ten percent (10%)
of the Members. The Secretary of the Corporation upon receiving the written
demand shall promptly give notice of such meeting, or if the Secretary fails
to give such notice within five business days thereafter, any Member signing
such demand may give such notice. No business other than that specified in
the notice of meeting shall be transacted at such special meeting of the
Members without the unanimous consent of all Members present at such
meeting.
3.3 Notice of Meetings. Written or printed notice of the date, time and
place of every meeting of Members, if any, shall be sent by (1) first class
mail, postage prepaid, (2) by electronic mail, or (3) by publication to each
Member not less than ten (10) days before and not more than sixty (60) days
earlier than the date of meeting the Member’s address as it appears on the
records of the Corporation. Notice of a special meeting shall state the
purpose for which it is called.
3.4 Waiver of Notice. Notice of a meeting, if any, need not be given to any
Member who submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting. The attendance of any Member at a meeting, in
person or by proxy, without protesting lack of notice prior to the
conclusion of the meeting shall constitute a waiver of notice by said
Member.
3.5 Quorum. At every meeting of Members, if any, a 30% of the members in
good standing constitutes the majority, present in person or by proxy, shall
be a quorum for all purposes except as may otherwise be provided by law. In
the absence of a quorum, or when a quorum is present, a meeting may be
adjourned from time to time by a vote of the majority of the Members
present, without notice other than announcement at the meeting and without
further notice to any absent Member. At any adjourned meeting at which a
quorum shall be present, any business may be transacted that might have been
transacted at the meeting originally called.
3.6 Voting. At every meeting of Members, each Member in good standing who
has attained eighteen years of age on or before the date of the Annual
Meeting shall be entitled to one vote on each matter submitted to a vote of
the members at the Annual Meeting or at a Special Meeting. All actions to be
taken by vote of the Members shall, except as may otherwise be required by
law, be authorized by a majority of the votes cast at a meeting of the
Members. At all such meetings of Members, each Member may vote either in
person or by proxy in writing signed by said Member, but no proxy shall be
valid after the expiration of eleven months from the date of its execution
unless otherwise provided in the proxy.
ARTICLE 4
BOARD OF DIRECTORS
4.1 Number, Tenure, Resignation, Removal, and Vacancies.
(a) Number. The direction and management of the affairs of the Corporation
and the control and disposition of its assets shall be vested in a board of
directors (the “Board of Directors”) which shall consist of not less than
Five (5) persons or more than twenty five (25) persons. There shall always
be an odd number of directors constituting the Board of Directors. The
initial Board of Directors shall consist of seven (7) persons.
(b) Tenure.
(a) Each Director shall serve for a period of two years (a “term”) and until
his or her successor shall have been duly elected and qualified unless such
director is sooner removed in the manner specified in subparagraph (d) of
this paragraph 4.1 of these bylaws or until such director resigns. A
director may serve for more than one term.
(b) Each successor to a director whose term has expired shall be elected in
the manner specified in paragraph 4.2 of these bylaws and each such
successor shall hold office for a term commencing upon the date of his or
her election and ending upon the date of the second annual meeting of the
Board of Directors following the date of his or her election, except that,
in the case of an election to fill a vacancy in a seat on the Board of
Directors, the term of the successor shall be for the unexpired term of the
former occupant thereof or until the next annual meeting of the Board of
Directors, whichever is longer.
(c) Resignation. Each director shall have the right to resign at anytime
upon written notice thereof to the President or Secretary of the
Corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof, and the acceptance of such resignation
shall not be necessary to make it effective.
(d) Vacancies. A vacancy shall be declared in any seat on the Board of
Directors upon the death, resignation of the occupant thereof or upon the
disability of the occupant rendering him or her permanently incapacitated as
defined in paragraph 12.4 of these bylaws.
4.2 Election. Directors constituting the initial Board of Directors shall be
named in the Articles of Incorporation of the Corporation. Thereafter, each
successor to a director whose term shall have expired or will expire before
the annual meeting of the Board of Directors shall be elected at the annual
meeting of the members by the members for the year in which the term of such
director expired or will expire or at a special meeting called for that
purpose. Any director whose term of office shall have expired or will expire
before the next annual meeting of the Board of Directors may be elected to
succeed himself or herself and may vote for himself or herself in such
election. Any vacancy occurring in the Board of Directors shall be filled as
described below in this paragraph 4.2 of these bylaws. In the event that the
number of directors constituting the Board of Directors is increased by
amendment to these bylaws, any directorship to be filled by reason of said
increase shall be filled as described below in this paragraph 4.2 of these
bylaws.
(a) Successor Directors. Any successor director shall be elected by the
members in accordance with these bylaws at any regular or special meeting of
the Board of Directors.
(b) Vacancy. Any vacancy in any Board seat shall be filled by election under
the procedure described in paragraph 4.2 of these bylaws above.
(c) Increase in Number of Directors. In the event that the number of
directors constituting the Board of Directors is increased by amendment to
these bylaws, the directorships to be filled by reason of such increase (it
being recognized that the total number of directors after such increase
shall always be an odd number) shall be filled by election under the
procedure described in paragraph 4.2 of these bylaws above.
4.3 Annual Meeting. The annual meeting of the Board of Directors shall be
held in September of every year at such time and place as the Board of
Directors shall from time to time determine, for the election of officers,
and the transaction of such other business as may lawfully come before the
meeting. It shall be the duty of the Secretary of the Corporation to give
ten (10) days notice of the time, place and date of the annual meeting to
each director.
4.4 Regular Meetings. Regular meetings of the Board of Directors shall be
held on such dates and at such times and places as the Board of Directors
shall from time to time determine, for the transaction of such business at
may lawfully come before each meeting. The Board of Directors shall meet at
least once every calendar quarter. It shall be the duty of the Secretary of
the Corporation to give five (5) days notice of the time, place and date of
each regular meeting to each director.
4.5 Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by or upon the request of the President of the
Corporation or upon request of any two (2) directors. It shall be the duty
of the Secretary to give sufficient notice of the date, time and place of
each special meeting to each director to enable each director to attend the
special meeting.
4.6 Quorum for Meetings. The presence of half plus one and one half of
directors in person is necessary for the Board of Directors to have a quorum
for the transaction of business at all meetings convened according to these
bylaws. For example if the total number of board of directors are 15, nine
directors need to be present to have the quorum.
4.7 Voting. The affirmative vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or these
bylaws.
4.8 Proxies. A director may vote at a meeting of the Board of Directors by
proxy executed in writing by the director and delivered to the Secretary of
the Corporation at or prior to such meeting; however, a director present by
proxy at any meeting of the Board of Directors may not be counted to
determine whether a quorum is present at such meeting. Each proxy shall be
revocable unless expressly provided therein to be irrevocable, and unless
otherwise made irrevocable by law.
4.9 Action by Written Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if a
consent in writing, setting forth the action to be taken, shall be signed by
all members of the Board of Directors or of such committee, and such consent
shall have the same force and effect as a unanimous vote at a meeting. A
telegram, telex, cablegram, electronic mail or similar transmission by a
director or a photographic, photostatic, facsimile, or similar reproduction
of a writing executed by a director shall be treated as an execution in
writing for purposes of this paragraph 4.9.
4.10 Alternative Forms of Meetings. Members of the Board of Directors may
participate in and hold a meeting of the Board of Directors by means of
conference telephone or similar communications equipment or another suitable
electronic communications system, by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting pursuant to Tex. Bus. Orgs. § 6.002 shall constitute presence in
person at such meeting, except where a person participates in the meeting
for the express purpose of objecting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
4.11 Conduct of Meetings. The President, and in his or her absence the Vice
President, shall call meetings of the Board of Directors to order, and shall
act as chairman of such meetings, and the Secretary of the Corporation shall
act as secretary of all such meetings, but in the absence of the Secretary
the Chairman may appoint any person present to act as secretary of the
meetings.
4.12 Compensation. Directors shall not be entitled to compensation for their
services, but, expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the Board of Directors or any meeting
of a committee of Directors.
4.13 Advisory Directors. The Directors at any meeting of the Board of
Directors may elect such number of non-voting advisory directors, to serve
for renewable terms of one (1) to two (2) years each, as may be prescribed
by the Board of Directors. An advisory director shall not have or exercise
the authority or responsibility of a director.
ARTICLE 5
NOTICES
5.1 Form of Notice. Whenever under the provisions of these bylaws, notice is
required to be given to any director or committee member, and no provision
is made as to how such notice shall be given, it shall not be construed to
mean personal notice, but any such notice may be given in writing, by mail,
postage prepaid, addressed to such director or committee member at such
address as appears on the books of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when
the same be thus deposited, postage prepaid, in the United States mail as
aforesaid.
5.2 Waiver. Whenever any notice is required to be given to any director or
committee member under the provisions of these bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving
of such notice.
ARTICLE 6
GENERAL OFFICERS
6.1 Election and Term.
(a) The officers of the Corporation shall be a President, a Vice President,
a Secretary, a Treasurer, and such other officers as may be determined and
selected by the vote of the Board of Directors.
(b) At the organizational meeting, and thereafter at each annual meeting,
the Board of Directors shall elect the officers. Each officer so elected
shall take office on the date of his or her election and shall hold such
office for a two year period (a “term”), or the date such officer resigns or
is removed. Any officer whose term of office shall have expired may be
elected to succeed himself or herself; however, all officers are limited to
serve two consecutive terms in the same office.
(c) Any officer may resign at any time by giving written notice thereof to
the President or Secretary of the Corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof, and the
acceptance of the resignation shall not be necessary to make it effective.
(d) Any officer elected by the Board of Directors may be removed at any time
by the affirmative vote of Board of Directors with or without cause;
provided that removal without cause shall not prejudice the contract rights,
if any, of such officer.
6.2 Duties. The principal duties of the several officers are as follows:
(a) President. The President shall perform all the duties of the president
of a Texas non-profit corporation. The President shall preside at all
meetings of the Board of Directors. The President shall be the chief
executive officer of the Corporation, and subject to the control of the
Board of Directors, shall have general charge and supervision of the
administration of the activities and affairs of the Corporation. The
President shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall sign and execute all
legal documents and instruments in the name of the Corporation when
authorized to do so by the Board of Directors, shall prepare an annual
budget showing expected receipts and expenditures for consideration by the
Board of Directors, and shall perform such other duties as may be prescribed
from time to time by the Board of Directors. The President shall also have
the power to appoint and remove subordinate employees. The President shall
submit to the Board of Directors plans and suggestions for the activities of
the Corporation, shall direct its general correspondence and shall present
recommendations in each case to the Board of Directors for decision. The
President shall also submit a report of the activities and affairs of the
Corporation at each annual meeting of the Board of Directors and at other
times when called upon so to do by the Board of Directors.
(b) Vice President. The Vice President shall perform all the duties of the
vice president of a Texas non-profit corporation. The Vice President shall
assume the duties and powers of the President during the President’s absence
or disability. The Vice President shall assume such powers and duties as may
be delegated to him or her from time to time by the Board of Directors or
the President. If both the President and Vice President are absent,
disabled, or if their offices are vacant, the Secretary shall serve as
President.
(c) Secretary. The Secretary shall have charge of the records and
correspondence of the Corporation under the direction of the President, and
shall be the custodian of the seal of the Corporation, if any. The Secretary
shall give notice of and attend all meetings of the Board of Directors. The
Secretary shall take and keep true minutes of all meetings of the Board of
Directors of which, ex officio, without vote (unless he or she is also a
director), the Secretary shall be the secretary. The Secretary shall
discharge such other duties as shall be prescribed from time to time by the
President or the Board of Directors. In case of the absence or disability of
the Secretary, the Board of Directors may appoint an assistant secretary to
perform the duties of the Secretary during such absence or disability.
(d) Treasurer. The Treasurer shall keep account of all moneys, credits and
property of the Corporation which shall come into the Treasurer’s hands and
keep an accurate account of all moneys received and discharged. Except as
otherwise ordered by the Board of Directors, the Treasurer shall have the
custody of all the funds and securities of the Corporation and shall deposit
the same in such banks and depositories as the Board of Directors shall
designate. The Treasurer shall keep proper books of account and other books
showing at all times the amount of the funds and other property belonging to
the Corporation, all of which books shall be open at all times to the
inspection of the Board of Directors and Inspector(s). The Treasurer shall
also submit a report of the accounts and financial condition of the
Corporation at each annual meeting of the Board of Directors which report,
if necessary, shall be maintained and available for inspection, as required
by Tex. Bus. Orgs. § 22.351. The Treasurer shall, under the direction of the
Board of Directors, disburse all moneys and sign all checks and other
instruments drawn on or payable out of the funds of the Corporation, which
checks, however, may also be required by the Board of Directors to be signed
by the President or Vice President, or in case of their absence or
disability, by such member of the Board of Directors as the Board of
Directors shall designate. The Treasurer shall also make such transfers and
alterations in the securities of the Corporation as may be ordered by the
Board of Directors. In general, the Treasurer shall perform all the duties
which are incident to the office of Treasurer, subject to the Board of
Directors, and shall perform such additional duties as may be prescribed
from time to time by the Board of Directors. The Treasurer shall give bond
only if required by the Board of Directors. In case of absence or disability
of the Treasurer, and if no assistant treasurer has been elected, the Board
of Directors may appoint an assistant treasurer to perform the duties of the
Treasurer during such absence or disability.
(e) Vacancies. Whenever a vacancy shall occur in any general office of the
Corporation, such vacancy shall be filled by the Board of Directors by the
election of a new officer who shall take office on the date of his or her
election and shall hold such office until the earlier of the date of the
next annual meeting of the Board of Directors following the date of his or
her election, and thereafter, until his or her successor shall have been
duly elected and qualified, or the date such officer resigns or is removed.
6.3 Inspectors.
(a) The Corporation shall have two (2) inspectors. Each inspector is
responsible (1) to monitor the financial affair of the organization; (2) to
monitor the compliance of the Board of Directors with the by laws of the
organization, (3) to call the general meeting of the members to give
financial or bylaw compliance report to the members; and (4) to give
financial and compliance report at the annual meeting to the members.
(b) Inspectors may attend any meeting of the Board of Directors and the
Secretary shall provide notice of any such meeting to the inspectors.
Inspectors do not have the right to vote at any such meetings.
(c) The initial inspectors will be selected by the Board of Trustees of the
Iranian Islamic Cultural Foundation. The inspectors shall serve a two year
term. Subsequently, new inspectors are elected by the members at the annual
meeting for a term of two (2) years. Inspectors can be reelected for two (2)
consecutive terms.
ARTICLE 7
APPOINTIVE OFFICERS AND AGENTS
7.1 Appointive Officers and Agents. The Board of Directors may appoint such
other officers and agents (such as, an Executive Director) in addition to
those provided for in Article 4 of these bylaws, as the Board of Directors
may deem necessary. Such persons shall have such authority and perform such
duties as shall from time to time be prescribed by the Board of Directors.
All appointive officers and agents shall hold their respective offices or
positions at the pleasure of the Board of Directors, and may be removed from
office or discharged at any time with or without cause, provided that
removal without cause shall not prejudice the contract rights, if any, of
such officers and agents.
ARTICLE 8
SPECIAL COMMITTEES
8.1 Special Committees. The Board of Directors may designate one or more
special committees as are necessary and which are not in conflict with other
provisions of these bylaws, and the duties of any such special committees
shall be prescribed by the Board of Directors upon their designation. Each
such special committee shall consist of two or more persons, who may, but
need not be, limited to directors of the Corporation. A special committee
shall limit its activities to the accomplishment of the tasks for which it
is designated and shall have no power to act except as specifically
conferred by action of the Board of Directors. Upon the completion of the
task for which designated, such special committee shall stand dissolved.
8.2 Quorum and Voting. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting of such
committee and the act of a majority of the committee members present at a
meeting at which a quorum is present shall be the act of the committee.
8.3 Meetings and Notices. Meetings of a committee may be called by the
President or the chairman of the committee. Each committee shall meet as
often as is necessary to perform its duties. Notice may be given at any time
and in any manner reasonably designated to inform the members of the time
and place of the meeting. Each committee shall keep minutes of its
proceedings.
8.4 Resignations and Removals. Any member of a committee may resign at any
time by giving notice to the chairman of the committee or the Secretary of
the Corporation. Unless otherwise specified in the notice, such resignation
shall take effect upon receipt thereof, and the acceptance of such
resignation shall not be necessary to make it effective. The Board of
Directors may remove at any time with or without cause any member of any
committee who was originally appointed thereto by the Board of Directors as
provided in these bylaws.
8.5 Vacancies. A vacancy on a committee shall be filled for the unexpired
portion of the term of the former occupant in the same manner in which an
original appointment to such committee is made.
ARTICLE 9
AMENDMENT
9.1 Amendment. Any amendment of the bylaws must be approved by at the annual
meeting of Members at which more than fifty percent of the members are
present, in person or by proxy, by the affirmative vote of a majority of the
members present at such meeting; provided, that notice of the proposed
amendment shall have been given to each member in writing at least thirty
(30) days prior to such meeting.
ARTICLE 10
INDEMNIFICATION OF DIRECTORS AND OFFICERS
10.1 Indemnification. Chapter 8 of the Texas Business Organizations Code
permits the Corporation to indemnify any person who is or was a director,
officer, employee or agent of the Corporation, any person who while a
director of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, director,
employee, agent, or similar functionary of another foreign or domestic
corporation partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, and any other person who is not or was
not a director, officer, employee, or agent of the Corporation but who is or
was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, director, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the extent and under the circumstances set forth therein. The
Corporation hereby elects to and does hereby indemnify all such persons to
the fullest extent permitted or required by such Chapter promptly upon
request of any such person making a request for indemnity hereunder, unless
(i) there are restrictions to the contrary in the Articles of Incorporation
or (ii) any such indemnification would be considered self-dealing or an
excess benefit transaction (but only to the extent it would be so
considered) under section 4941 or 4958 of the Internal Revenue Code of 1986,
as amended, or the regulations thereunder. Such obligation to so indemnify
and to so make all necessary determinations may be specifically enforced by
resort to any court of competent jurisdiction. Further, the Corporation
shall pay or reimburse the reasonable expenses of such persons covered
hereby in advance of the final disposition of any proceeding to the fullest
extent permitted by such Article and subject to the conditions thereof.
10.2 Insurance. Section 8.151 of the Texas Business Organizations Code
permits the Corporation to purchase and maintain insurance on behalf of any
person who is or was a director, director, officer, employee, or agent of
the Corporation or who is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, director, employee,
agent, or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or other enterprise against any liability asserted against him or her
and incurred by him or her in such a capacity or arising out of his status
as such a person, whether or not the Corporation would have the power to
indemnify him or her against that liability under Chapter 8 of the Texas
Business Organizations Code. The Corporation is hereby authorized to
purchase and maintain such insurance, as determined by the Board of
Directors; provided, however, that the portion of insurance premium cost
which is allocable to the insurance coverage for items not eligible for
indemnification under section 4941 or 4958 of the Code or the regulations
thereunder be treated as compensation to the officers, directors, employees,
and agents of the Corporation so covered.
ARTICLE 11
GENERAL PROVISIONS
11.1 Fiscal Year. The fiscal year of the Corporation shall begin on the 1st
day of January (or with respect to its year of incorporation, the date of
incorporation if different) and end on December 31 of each year.
11.2 Books and Records. The Corporation shall keep correct and complete
books and records of account on the cash basis method of accounting and
shall also keep minutes of the proceedings of the meetings of the Board of
Directors, the Executive Committee, and committees, standing or special.
11.3 Seal. The Board of Directors may adopt a corporate seal to be in such
form and to be used in such manner as the Board of Directors shall direct.
Permanent Incapacity. Any member of the Board of Directors who shall be
incapable of participating in the management and affairs of the Corporation
for a continuous period of six months shall be deemed to be “permanently
incapacitated” within the meaning of that term as used in these bylaws.
