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.