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Danesh Institute Bylaws

Article I: Name

The name of this organization shall be DÃNESH Institute, Inc., herein referred to as DÂNESH, meaning "knowledge" in Persian.

Article II: Purpose and Objectives

As a 501(c)(3) organization, DÂNESH shall be a non-political, not-for-profit, educational association. Its primary purpose shall be to sponsor and support scholarly studies and projects related to Iranians abroad, particularly in the United States.

This purpose shall be pursued through any or all of the following objectives: (a) to sponsor conferences and other forums for the presentation and critique of relevant empirical and theoretical studies; (b) to disseminate such studies by publication and other means; and (c) to sponsor independently, or with the cooperation of other organizations, projects and programs related to its purpose.

Article III: Membership

Section 1: Eligibility

All persons committed to the DÂNESH purpose and objectives shall be eligible for its membership.

Section 2: Categories

  1. Regular membership including several sub-categories in terms of membership dues as determined by the Board of Directors.
  2. Full-time student membership as defined by the Board.

Section 3: Dues and Contributions

The Board shall determine the annual membership dues and contributions.

Section 4: Voting and Election Privileges

All members, except Fellows, shall be entitled to vote in elections and other matters submitted to the Institute’s membership.  However, only regular and sustaining members shall be eligible for election as an Officer or Board member of the Institute.

Article IV: Fiscal and Membership Year

The DÂNESH fiscal and membership year shall be the calendar year beginning with January 1st.

Article V: Board of Directors

Section 1: Authority and Responsibilities

The DÂNESH affairs and business shall be directed by its Board, including its Officers and Executive Committee.

Section 2: Composition

  1. The Board membership shall include three (3) Officers (President, Treasurer, Executive Secretary) and four (4) to six (6) at-large members, including the latest Past-President.
  2. Initially, the Board was composed of the DÂNESH Organizing Committee with its chair serving as Executive Secretary for life or at resignation, at which time the position is to be filled in the same way as other officer positions.

Section 3: Meetings and Procedure

  1. The Board shall meet at least once per year either in person or by teleconference.
  2. A majority of the Board members, which shall include the Officers or their proxies, shall constitute a quorum for transaction of business.
  3. In case of inability of any of the Officers to attend a Board meeting, such Officer(s) shall designate a proxy who shall be a current member of the DÂNESH Board.
  4. Any action of the Board shall require affirmative votes of a majority present, including proxies. However, the presiding officer shall vote only in the event of a tie vote.

Section 4: Absence from Board Meetings

Any member of the Board who, without an excuse acceptable to the Board, would be absent from a Board meeting, may be removed and replaced by the Board in accordance with the procedure set forth in Article VIII, Section 4 of these Bylaws.

Section 5: Liability

None of the DÂNESH Officers or at-large Board members acting consistent with these Bylaws shall be personally liable for DÂNESH debts, obligations, or other liabilities.

Article VI: Officers

Section 1: Definition

The Officers shall include President, Treasurer, and Executive Secretary.

Section 2: Responsibilities

  1. The President shall preside over meetings of the Board and membership, shall develop agendas for these meetings, and shall act as the spokesperson for DÂNESH.
  2. The Treasurer shall maintain financial records of DÂNESH, shall prepare and give financial reports, and shall sign financial documents on behalf of the Board.
  3. The Executive Secretary shall prepare and maintain minutes of meetings of the Board and membership, shall maintain and authenticate DÂNESH records, and shall serve as its operation agent including serving as the ex officio member of its elections committees.

Article VII: Executive Committee

Section 1: Appointment

  1. In the beginning of its term, the Board of Directors shall appoint an Executive Committee for the term of its office (three years).
  2. The Committee shall be composed of the Board's Officers, the latest Past-President, and one or two at-large member(s) of the Board.

Section 2: Duties

  1. Duties of the Executive Committee shall be related to those set forth as responsibilities of the Officers in Article VI, Section 2 of these Bylaws. In addition, the Board may assign other duties to the Committee.
  2. The Committee shall report its activities to the Board at its meetings or through correspondence.

Article VIII: ELECTIONS AND APPOITMENTS

Section 1: Definition

The President, Treasurer, and at-large members of the Board shall be elected by a plurality of votes of DÂNESH members.

Section 2: Term of Office

  1. Elected members of the Board shall serve for a three-year term but may be reelected for additional terms with the exception of the President and Treasurer, who shall be eligible for election for only two consecutive terms but who can be re-elected following being out of those offices for at least one year.
  2. Any Past-President shall serve as a member of the Board until the designation of a new Past-President.

Section 3: Procedure

  1. For each election, the Board shall appoint an Elections Committee from among its members. The Executive Secretary shall serve as the ex officio member of the Committee.
  2. The Committee shall prepare a slate of nominees selected from DÂNESH members.
  3. The Elections Committee shall mail the slate to DÂNESH members along with a ballot allowing for write-in nominees.
  4. The members shall complete their ballot and return it to the Elections Committee no later than the date given by the Committee.
  5. The Committee shall tabulate the votes and announce the result to the membership.      

Section 4: Board Vacancies

If, for any reason, a position in the Board becomes vacant before the end of its term, as soon as possible, the Board shall appoint a qualified DÂNESH member to that position for the remainder of the term.

Article IX: CONSULTANTS

Section 1: Appointment

For its term of office (three years), any DÂNESH Board may appoint a number of consultants in recognition of their distinguished service to DÂNESH.

Section 2: Function

From time to time, the Board may invite any of the consultants for cooperation and assistance in matters related to DÂNESH.

Article X: MEMBERSHIP MEETINGS

Section 1: Call for Meetings
The Board may call for annual or other meetings of the DÂNESH membership as needed.

Section 2: Notification

On behalf of the Board, the President shall send a notification for any membership meeting at least fifteen (15) days in advance of the meeting.

Article XI: COMMITTEES

Section 1: Definition and Appointment

The Board shall define and appoint standing and ad hoc committees and task forces as needed for its term of office. These may include membership and annual conference planning committees.

Section 2: Relation to the Board

All such committees shall report to the Board and operate under its supervision.

Article XII: Amendments

Section 1: Authority

These Bylaws may be amended only by the action of the Board of Directors.

Section 2: Procedure

  1. A proposal for amending the Bylaws shall be submitted to the Board for review and action.
  2. Approval of the proposal shall require affirmative votes of members of the Board including those of the DÂNESH Officers or their proxies as defined in Article V, Section 3 of these Bylaws.
  3. If approved, such amendment(s) shall take effect immediately unless otherwise stipulated by the Board.