Philadelphia Persian Society
 (filed November 22nd, 1999 with the Commonwealth of Pennsylvania)
  
 
Article I     Objectives
Article II     Membership
Article III     Offices
Article IV     Members
Article V     Directors
Article VI     Trustees
Article VII     Miscellaneous
Article VIII     Amendments of By-Laws
By-Laws and Articles of Incorporation
  • Articles of Incorporation of The Philadelphia Persian Society, the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Pennsylvania, do hereby certify that the name of the Corporation shall be The Philadelphia Persian Society.
  • The place in this Commonwealth where the principal office of the Corporation is to be located is the City of Bala Cynwyd in Montgomery County.
  • Said Corporation is organized exclusively for charitable, cultural, educational, and social including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE I OBJECTIVES TOP

The objective of the Philadelphia Persian Society (hereinafter called "Society") is to further a greater sense of Persian culture among Persian-Americans living throughout the Delaware Valley. To preserve, promote and encourage positive attributes of Persian-American culture and to enhance intercultural dialogue between other nationalities and Persian-Americans living throughout the United States.
ARTICLE II MEMBERSHIP TOP

Membership in the Society is a privilege extended to those individuals who share in the goals and mission of this Society and endeavor to promote its goals. Membership is open to anyone without regard to his or her sex, race, religious affiliation, national origin, political beliefs, or sexual orientation. Members need to be 18 years of age or older.
ARTICLE III OFFICES TOP

Section 1. PRINCIPAL AND REGISTERED OFFICE.
The address of the initial principal and registered office is c/o Directors, P.O. Box 862, Bala Cynwyd, PA 19004.

Section 2. OTHER OFFICES.
The Board of Directors may designate other Society offices, within or outside the Commonwealth of Pennsylvania.
ARTICLE IV MEMBERS Top

Section 1. RIGHTS OF MEMBERS.
Active Members shall consist of all full due-paying members. Active Members shall have the right to vote for Directors of the Society on an bi-annual basis, and are entitled to exercise such powers and authority as may be granted or reserved to them by these the By-Laws of the Society.

Section 2. ANNUAL DUES.
The Board of Directors shall set annual dues to cover the Corporation’s operating expenses.

Section 3. ANNUAL MEETING.
The annual joint meeting of the Trustees and Directors of Society shall be held at a venue designated by the Directors on the first Sunday in April of each year or at such other place as the Directors designate by proper notice to the members.

Section 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS.
Notice of the annual meeting or of a special meeting, stating the time, place and purpose shall be given to the membership body not less than ten, and no more than forty days prior to the meeting. Such aforementioned notices may be waived in writing at any time.

Section 5. ORDER OF BUSINESS.
 The order of business at the annual and special meetings shall be:
            (a) Reading and disposal of any unapproved minutes
            (b) Unfinished business
            (c) Review of the written annual report of the Directors
            (d) Elections
            (e) Adjournment.

ARTICLE V DIRECTORS TOP

Section 1. NUMBER AND QUALIFICATIONS.
The Board of Directors shall consist of a maximum of (6) and a minimum of (4) paid members. The Directors may vote to change the maximum or minimum requirements by amending these By-laws.

Section 2. MANNER OF ELECTION.
Active members shall elect a super majority number of seats on the Board of Directors. Elections shall take place every two years. Elections for the super majority of the seats will take place on the last weekend in the month of May. Nominations should be turned in one month prior to the election. Fifty-one percent (51%) of the membership body must vote to consider the election official and binding. The Board of Trustees shall appoint a super minority number of seats to the Board of Directors before the first monthly Board meeting of the newly elected Directors.

Section 3 NOMINATIONS.
Nominees for the Board of Directors must have 15% of the membership body vote for his or her nomination. Nominees must have signed petitions of 15% of the membership body submitted to the current Board of Directors one-month before the general election. Members can vote in person or by proxy.

Section 4. DUTIES AND POWERS.
The Board of Directors shall manage the affairs of the Society. The directors shall always act as a Board, regularly convened. The Directors may adopt rules to conduct their meetings and to manage the Society consistent with the law and these By-laws. The Board shall record its proceedings in writing. The Directors must attend a minimum of 60% of the Society’s events.

Section 5. MEETINGS.
The Board of Directors shall meet on the first Sunday of each month in a place designated by the Directors. No Director may be absent for more than two monthly Board meetings. At each monthly meeting the Board will discuss and decide upon the business of the Society. All Board meetings will be open to any and all active members.

Section 6. VOTING RIGHTS OF THE BOARD OF DIRECTORS.
Each member of the Board is entitled to cast a single vote, for or against, any issue the Board of Directors may confer and vote upon. A supermajority of the Directors must vote in favor of a particular issue in order for the Society to implement a new plan, idea, agenda, and or similar actions. All Board members must vote upon such matters. Such issues will be voted upon during the Board of Directors’ monthly meetings.

Section 7. VACANCIES.
Any vacancy occurring among the Board of Directors by death, resignation, or otherwise shall be filled promptly if the number of Directors becomes less than the minimum amount determined in Section 1 of Article V, by a majority vote of the remaining directors. The director thus chosen shall hold office for the remaining term of his predecessor and until the election and qualification of his or her successor.

Section 8. REMOVAL OF DIRECTORS.
If a Director misses more than 2 monthly designated Board meetings within a twelve-month period, and/or attends less than 60% of the Society’s events, the remaining Board members may decide to vote to remove that particular Director. Or if a Director is deemed not fit to represent the embodiment of the Society, then the remaining Board members may decide to vote to remove that particular Director. A vote to remove of a Director must be unanimous.

Section 9. RESIGNATION.
Any director may resign his or her office at any time. Resignations must be in writing. Resignations take effect immediately without acceptance, unless the resignation states a different effective date.
ARTICLE VI TRUSTEES Top

Section 1. PURPOSE.
The original founders of this Corporation are the Board of Trustees whom shall oversee the activities of this association and shall assure that the purpose and goal of the association are executed by the Board of Directors according to these by-laws. The Board of Trustees governs by these By-laws. The Board of Trustees will have a joint meeting with the Board of Directors once a year and will receive the annual report of the Board of Directors for their review. Furthermore, the Board of Trustees will have, at a minimum, a semi-annual meeting amongst themselves to discuss the current and future states of the Corporation.

Section 2. RIGHTS OF TRUSTEES.
The Trustees have the right to appoint the super minority number of seats on the Board of Directors according to the next paragraph. Trustees have the right to amend their By-laws with a unanimous vote.

Section 3. GUIDELINES FOR DIRECTOR APPOINTMENTS.
The Board of Trustees shall appoint a super minority number of seats to the Board of Directors before the first monthly Board meeting of the newly elected Directors. Trustees may choose to appoint one of their own or a member of the Society to the Board of Directors. Trustees have the right to run for the elected seats of the Board of Directors. If a Trustee chooses to run for the elected spots on the Board of Directors and does not win, he or she may not be appointed as a Director. If at least two Trustees are interested and eligible to be appointed to the Board of Directors, then Trustees shall be appointed by a random vote. If only one Trustee is eligible and interested in becoming a Director, then that Trustee will automatically be appointed Director. If the Trustees need to appoint a non-Trustee to the Board of Directors, then the appointed Director must be selected from the list of nominees available during the general election. Selection of a non-Trustee will be approved by a super-majority vote of the Trustees.

Section 4. DUTIES.
The trustees must make the joint annual and semi-annual meetings. Trustees should make all possible efforts to attend at least half of the events of the Corporation. A Trustee should resign his or her post if he or she is no longer interested in the future of the Corporation. A Trustee may be removed from the Board by a unanimous vote of the other Trustees.

Section 5. ELECTION OF A NEW TRUSTEE.
If there is vacancy on the Board of Trustees, the Board of Directors may vote to nominate a candidate for the Board of Trustees. The remaining members of the Board of Trustees must vote unanimously to add a new Trustee. If a unanimous vote is not reached, the seat will remain vacant until the Board of Directors votes to nominate another candidate.

ARTICLE VII MISCELLANEOUS Top

Section 1. CHECK DRAFTS.
The Board of Directors shall determine who shall be authorized on behalf of the Society to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

Section 2. NOTES AND BONDS.
All notes, bonds or other instruments evidencing obligations of the Society shall be signed by an individual authorized by the Society.

Section 3. FISCAL YEAR.
The Board of Directors shall determine the Society's fiscal year.

ARTICLE VIII AMENDMENTS OF BY-LAWS Top

Section 1. CHANGES TO BY-LAWS.
The Board of Directors may vote to amend these By-Laws by a unanimous vote.