Bylaws and Policies
of
IRANIAN /AMERICAN PROFESSIONAL SOCIETY OF OREGON
IAPSO's Community Bulletin Board
IAPSO's Guest Speaker Selection Criteria
IAPSO's
Policy and Process to Sponsor, Support or Endorse Activities
A
major goal of IAPSO is to provide networking and information-sharing opportunities
for its members and the larger Iranian-American community at its functions.
To this end, IAPSO will provide a community bulletin board for its members
to share and disseminate information of interest to the membership and
participants at appropriate IAPSO functions. IAPSO does not promote, condone,
endorse, or in any way wish to control the content of this community bulletin
board. This information-sharing tool should be viewed as such and not become
a rallying point for any particular point-of-view. It should be utilized
as a passive communication tool.
As a means of informing
its membership and the Iranian-American community of issues of import to
them, IAPSO invites and sponsors guest speakers. To ensure quality and consistent
treatment of guest speakers, IAPSO's Board of Directors adopts the following
criteria and policy regarding guest speakers:
1.Any member may suggest a guest speaker and topic to the Board.
2.The topic must fit within the by-laws of IAPSO and be of interest and value to the membership, as determined by the Board.
3.The guest speaker must be an authority or expert on the topic they will be presenting. To establish authority, the following factors will be considered: formal education, publications, reasearch, and professional experience.
4.The Board will contact the proposed guest speaker to discuss the details of the presentation and review of the resume and general outline of the presentation.
5.If the guest speaker is from out-of-town, reasonable accommodation expenses will be covered, including transportation, lodging and food costs.
6.The guest speaker may hand-out or sell information material, publications, or products.
Views and opinions expressed by guest speakers do not necessarily represent the views of IAPSO's Board or its membership.
IAPSO's Policy and Process to Sponsor, Support or Endorse Activities
The members of IAPSO develop and drive its activities and programs, and we encourage and welcome programs and activities involving nonmembers which support our mission and goals. To ensure a consistent review, evaluation and decision-making process, the Board of Directors adopts the following policy and process for sponsoring, supporting or endorsing activities or programs.
Policy
The goal of IAPSO is to be an active and positive influence in the community. We support activities of interest to the Iranian-American community that are nonpolitical and nonreligious in nature. While IAPSO may arrange for discussion of different political views of interest to the Iranian-American community, it would be mainly for informative purposes. IAPSO will not endorse or support any political views or activities.
The objective of this policy is to establish
guidelines for individuals and agencies seeking IAPSO's support and sponsorship
for activities, programs, events and/or causes. The Board will entertain
any request that meets these criteria.
•The activity or event must further the goals and mission of IAPSO as set out in the IAPSO by-laws.
•The activity or event must comply with applicable state and federal laws governing nonprofit organizations.
•The requested support must be within IAPSO's human and financial resources.
Process
The Board of Directors will review requests at regularly scheduled board meetings. Requests must be received 7 days prior to the meeting date to be placed on the meeting agenda. Requests received after this deadline will be placed on the meeting agenda for the following month.
Requests should be submitted in writing (Persian or English) and include the following information to facilitate the Board's review.
•Name of the activity, program or sponsorship.
•The purpose of the activity and how it will benefit IAPSO and further its goals.
•Participants in the activity.
•The type of support requested of IAPSO, including costs.
•Name and address of the requestor.
•Any additional information that will assist the Board in evaluating the request.
Please submit 5 copies of the request to any Board member.
The Board will notify the requestor, in writing, of its decision regarding IAPSO support or sponsorship after its review. If the Board needs additional information, clarification or a presentation, they will notify the requestor.
JANUARY 1992
BYLAWS OF
IRANIAN /AMERICAN PROFESSIONAL
SOCIETY OF OREGON
ARTICLE 1. DEFINITIONS
Unless the context clearly indicates a different meaning thereof, the terms used herein, shall have the meaning specified in the article.
SECTION 1 ARTICLES
The term "articles"
shall mean the articles of incorporation of the Iranian /American Professional Society
of Oregon.
SECTION 2 SOCIETY
The term "society"
shall mean and refer to the Iranian /American Professional Society of Oregon.
SECTION 3 BOARD
The term "board" shall mean the board of directors of the society.
SECTION 4 BYLAWS
The term "bylaws"
shall mean the bylaws of the society which are or shall be adopted by the
board.
SECTION 5 CHAIR
The term "chair"
shall mean the chairperson of the board.
ARTICLE 2. OFFICES
SECTION 1 PRINCIPAL OFFICE
The principal office of the society for the transaction of its business is located in Portland metropolitan area, as defined by Multnomah, Clackamas, and Washington counties in the State of Oregon.
SECTION 2 CHANGE OF ADDRESS
The board of
directors may change the principal office from one location to another
within the named counties by noting the changed address and effective date
below, and such changes of address shall not be deemed an amendment of
these bylaws:
_______________________________ DATES: ___________________, 19___
_______________________________ DATES: ___________________, 19___
_______________________________
DATES: ___________________, 19___
SECTION 3 OTHER OFFICES
The corporation
may also have offices at such other places, within the State of Oregon,
where it is qualified to do business, as its business requires and as the
board of directors may, from time to time, designate.
ARTICLE 3. PURPOSE
This society is a non-political, non-racial, with no religious preferences.
This corporation is a non-profit mutual benefit corporation organized under the non-profit mutual benefit corporation law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law. The primary objectives of this corporation shall be:
Providing the members a forum and the opportunity to congregate to exchange ideas, and to improve and enhance their scientific and technical knowledge base through informational presentations.
2) INTRODUCTION
Introduction
and promotion of Iranian culture.
SECTION 1 NUMBER OF DIRECTORS
The corporation shall have five elected directors and collectively they shall be known as the board of directors. The number of directors may be changed by amendment of these bylaws, as provided in these bylaws.
SECTION 2 POWERS
Subject to the provisions of the Oregon Nonprofit Corporation Act and any limitations in the articles of incorporation and bylaws relating to the action required or permitted to be taken or approved by the voting members, if any, to this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors. The board of directors can change or nullify any of the past board approvals.
SECTION 3 DUTIES
It shall be the duty of the directors to:
B) Provide direction and long-term planning for the society
C) present
society's views publicly as an official member of the society. Such communications
must be recorded in the society records.
B) The chairperson of the board is elected each year for a one year term.
SECTION 5 ELECTIONS AND APPOINTMENTS
B) Only professional
members and student members can be elected to the board of directors. Only
one student member can be elected or appointed to the board at a given
time.
"Elected" candidates
for the board must have been an active member of the society, through participation
in the society affairs. All candidates must register their candidacy two
months prior to the election date.
SECTION 7 MEETING OF THE BOARD OF DIRECTORS
Meeting of
directors shall be held at least once every one month. These meetings shall
be held at such a place which has been designated, from time to time, by
resolution of the board of directors. Any meeting, regular or special,
should be publicized to all board members via telephone, mail, or similar
communication media at least two weeks in advance. The locations and dates
of such meetings shall be disclosed to the members of the society upon
request.
SECTION 8 QUORUM FOR MEETINGS OF THE BOARD OF DIRECTORS
A quorum shall
consist of at least four elected board members. All decisions passed must
have the support of the majority present and shall include at least three
elected directors. No business shall be considered by the board at any
meeting at which a quorum, as hereinafter defined, is not present, and
the only motion which the chair shall entertain at such meeting is a motion
to adjourn. The directors present at a duly called and held meeting at
which a quorum is initially present may continue to do business not withstanding
the loss of a quorum at the meeting due to withdrawal of directors from
the meeting, provided that any action thereafter taken must be approved
by the aforementioned stipulations or such greater percentage as may be
required by law, or the articles of incorporation or bylaws of this corporation.
SECTION 9 MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors.
SECTION 10 VACANCIES
Vacancies on the board of directors shall exist:
And/or
2) Whenever the number of authorized directors is increased.
In the event that two or more elected directors resign simultaneously, the remaining board members may appoint directors from the membership pool to fill the vacant positions. These appointments are temporary for a period not to exceed three months, pending an election of directors by a general vote, at an annual , regular or special meeting held for such purpose.
SECTION 11 INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
Each director
or officer, or former director or officer, of the corporation, or any person
who may have served at its request as a director or officer, shall be indemnified
by the corporation against all liability, costs, and expenses including
but not limited to, attorney fees and costs, reasonably imposed upon or
incurred by him/her in connection with or arising out of any action, suit,
proceeding or appeal in which he/she may be involved or to which he/she
may be a party by reason of his/her being or having been a director or
officer of the corporation, such expense includes the reasonable cost of
settlement including but not limited to attorney fees and costs (other
than amounts paid to the corporation itself) made with a view to curtailment
of costs of litigation; provided that any such officer, director or person
shall not be finally adjudged in such action, suit, proceeding or appeal
to be liable for negligence or misconduct in performance of duty to the
corporation, or liable for improperly receiving personal benefit.
The determination of an authorization of indemnification shall be made by the members of the corporation, but directors who are at the time parties to the proceeding may not vote on the determination. Further, determination of the authorization of indemnification can also be achieved by any means provided by the Oregon Nonprofit Corporation Act as now in force or hereafter amended. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled as a matter of law. The corporation shall have the right to indemnify its directors and officers to the fullest extent permitted by law or by contract.
The corporation may pay for or reimburse any reasonable expense incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding; provided that the director furnish both written affirmation of his/her good faith and belief that he/she met the appropriate standard of contact as required by law, and a written undertaking, either personally or on his behalf, that the advance will be repaid if it ultimately is determined that the director did not meet the proper standard of conduct.
A director's personal liability to the corporation is eliminated for any act or omission committed as a director occurring after the effective date of these Bylaws; provided that the personal liability of a director is not eliminated or limited for any violation of the Oregon Nonprofit Corporation Act as is in effect or is hereinafter amended. If the Oregon Nonprofit Corporation Act hereafter is amended to authorize further elimination or limitation of the liability of directors provide herein, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Oregon Nonprofit Corporation Act.
SECTION 12 REMOVAL FROM OFFICE
The motion for removal of any director can be initiated by any voting member of the society upon securing a removal petition with the signatures of at least 15 percent of the voting members, and submission of the petition to the chair or secretary of the society. A general membership voting process must take place within sixty days from the date of submission of the petition.
ARTICLE 5. MEMBERS, COMMITTEES, AND MEETINGS
SECTION 1 MEMBERSHIP
The society shall have three categories of members: professional members, student members, who are of Iranian descent, and affiliated members.
B) A student member of the society is a registered student of Iranian descent in a higher education institution.
C) An affiliate
member is a person or institution who does not necessarily belong to any
of the above categories.
The privilege
of voting shall belong to the professional and student members only. Each
member shall be entitled to one vote. Voting privileges shall commence
after approval of the membership application by the society.
SECTION 3 APPROVAL OF A MEMBER
All applicants' qualifications shall be reviewed and verified by the board of directors. The board shall have the power to accept or refuse any applicant based on his or her qualifications.
SECTION 4 MEMBERSHIP FEES
The board of directors may determine from time to time the amount, period, and procedure of payment of annual dues, payable to the society by members of each category.
SECTION 5 MEMBERSHIP IDENTIFICATION
The board of directors may provide a form certificate evidencing membership in the corporation. Each certificate shall bear the society seal.
SECTION 6 TERMINATION OF MEMBERSHIP
The board of directors shall have the power by a vote of a majority of its members to suspend, or expel and terminate the membership of any member for a conduct which in its opinion disturbs the order, dignity, business, or harmony, or impairs the good name, popularity or prosperity of the organization, or which is likely to endanger the interest and welfare of the society. The proceedings of the board of directors in such matters is final and conclusive. However, the suspension, or the expulsion of any member has to be for just cause and the board shall notify the affected member of its intent and afford the affected member the right to be heard by the board of directors before any such action is taken.
SECTION 7 COMMITTEES
The procedures forming, and the purpose and duties of any committee must be prepared and reviewed and approved by the board of directors. Only the society members can participate and vote in formal committee activities. The criteria for activities of each committee must be in writing.
SECTION 8 GENERAL MEETINGS
The general meetings of the society will be on the first non-holiday Thursday of each month, unless are changed with the approval of the board and is announced in advance.
B) Special meetings will be called by the board of directors or through a petition signed by 10 percent of the voting members, by written request indicating the agenda, date, time, and location of the meeting, at least two weeks prior to that meeting.
C) There will
be a minimum of four quarterly board and members meetings annually. Agenda,
time and place of such meetings shall be announced by the board two weeks
in advance in writing.
The regular
order of business of the society's quarterly meetings shall be as follows:
reading of minutes of previous meetings, reports of committees, unfinished
business, new business (bills, communications), adjournment.
SECTION 10 PARLIAMENTARY AUTHORITY
The rules contained in the society's rules of order shall govern the society in all cases to which they apply and in which they are not inconsistent with these bylaws or other rules of the society.
ARTICLE 7. FISCAL YEAR
SECTION 1 FISCAL YEAR OF THE CORPORATION
The fiscal
year of the corporation shall begin on the first day of July and end on
the last day of June of the following year.
ARTICLE 8. AMENDMENTS
SECTION 1 AMENDMENTS OF BYLAWS
These bylaws may be amended at any time by the consent of a two-thirds majority of the voting members of the society present at any quarterly meeting, provided that at least 20 percent of the voting members are present at such a meeting, and notice and content of proposed revision had been included in the call for that meeting 30 days in advance.
These bylaws may also be amended at any time by the written ballots mailed 30 days in advance to all voting members, through a two-thirds majority of the casted ballots.
SECTION 2 PROCEDURES FOR AMENDING THE BYLAWS
Proposed amendment to these bylaws shall be considered for the vote of the members only if and when the proposal has been reviewed and approved by the board of directors of the society, or through a petition signed by 15 percent of the society's voting members.
ARTICLE 9. CERTIFICATION
The undersigned organizing individuals of the society known as the Iranian /American Professional Society of Oregon, do hereby certify that the above and foregoing proposed bylaws were duly adopted by the members of said society, as the bylaws of said society, on the ______________________________, and that the same do now constitute these proposed bylaws of said corporation.
1. ______________________________________
2. ______________________________________
3. ______________________________________
4. ______________________________________
5. ______________________________________
6. ______________________________________
7. ______________________________________
8. ______________________________________
9. ______________________________________
10. _____________________________________
ARTICLE 10. DISSOLUTION OF THE CORPORATION
This organization
is organized exclusively for charitable and educational purposes within
the meaning of section 501 (c)(3) of the Internal Revenue Code.
"Upon the dissolution
of this corporation, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal Revenue
Code (or corresponding section of any future tax code), or shall be distributed
to the federal government, or to a state or local government, for a public
purpose. Any such assets not so disposed of shall be disposed by the Court
of Common Pleas of the county in which the principal office of the corporation
is then located, exclusively for such purposes or to such organization
or organizations, as said Court shall determine, which are organized and
operated exclusively for such purposes."