CONSTITUTION AND BYLAWS *

SOCIETY FOR PROMOTION OF PERSIAN CULTURE, INC.

Article I:  Name

The name of this organization shall be Society for Promotion of Persian Culture (SPPC).

Article II:  Purpose

The purpose of the Society shall be promotion and interpretation of Persian culture in order (1) to strengthen the cultural identity of Iranian residents in the United States, (2) to facilitate a better understanding of that culture by Iranian and non-Iranian residents, and (3) to strengthen the basis for friendship between them.  As such, the Society shall be not-for-profit, non-political, and non-religious.  To achieve its purpose, the Society may embark on such activities as sponsoring cultural celebrations, organizing social events, and providing community services.

Article III:  Membership

Section 1:  Eligibility
All persons who are committed to the purpose of the Society shall be eligible for its membership.

Section 2:  Categories
There shall be four categories of membership:
         a.  Individual membership for adults (18 years and older).
         b.  Family membership, which includes parent(s) and their children under 18 years of age.
         c.  Student individual membership for full-time students.
         d.  Student family membership for full-time students, their spouse, and children under 18 years of age.

Section 3:  Voting Members
Participation in the Society's elections shall be limited to those members who are at least 18 years of age, designated as voting members.

Section 4:  Dues
Annual membership dues for all categories shall be determined by the Society's Board of Directors.

Article IV:  Fiscal Year

The Persian year (beginning around March 21) shall be the Society's fiscal year except for membership dues, which shall be collected for the calendar year beginning on January 1st.

Article V:  Board of Directors

Section 1:  Responsibilities and Power
Affairs and business of the Society shall be managed by its Board of Directors in accordance with these Constitution and Bylaws.

Section 2:  Composition
The Board shall be composed of the members of the Executive Committee and standing committee (standing committees will be described in Article VIII) chairpersons. The Executive Committee shall consist of three (3) officers (President, Vice-President, and Treasurer-Secretary) and Immediate-Past President.

Section 3:  Terms of Office
The term of membership on the Board shall be two (2) years with no limitations on the number of consecutive terms a member of the Board can serve.  A person serving as the President for a term shall automatically remain on the Board for another term as the Immediate-Past President.  However, he/she shall remain eligible to serve as President for the new term if nominated as such and chosen by the membership.

Section 4:  Meetings
     a.  The Board shall meet at least four (4) times per year.
     b.  The first meeting of the Board each year shall be held no later than one month following the Annual Meeting of the Society at Nowruz (the Persian New Year celebration).
     c.  Meetings of the Board shall be governed by the Robert's Rules of Order (latest edition).
     d.  A majority of members of the Board shall constitute a quorum for the transaction of business at any of its meetings.
     e.  Unexcused absence from two (2) meetings of the Board per year by any of its members shall require replacement of that member by a new member appointed by the Board.

Article VI:  Executive Committee

Section 1:  Definition
The Executive Committee shall consist of the Officers of the Society (President, Vice-President, and Treasurer-Secretary) and the Immediate-Past President.

Responsibilities of the Officers shall be as follows:
     a.  President shall preside over meetings of the Board and of the Society's membership, co-sign with the Treasurer the Society's financial documents (e.g., checks), and generally represent the Society.
     b.  Vice-President shall act as President in the absence of the latter and shall be responsible for retrieving mail from the Society’s mailbox, maintaining the Society’s information database, recruiting new members for the Society, and coordinating general correspondence of the Board, with assistance from others, as needed.
     c.  Treasurer-Secretary shall maintain financial records of the Society, shall co-sign with the President the Society's financial documents, shall give financial reports to the Society membership at its Annual Meetings and on other occasions as needed, shall prepare and distribute minutes of the Board and those of the Annual and other membership Meetings, and shall maintain the official records of the society.
     d.  Immediate-Past President shall act as an advisor to the Board of Directors.  The Immediate-Past President shall discharge such other duties as may be required by the Board.

Article VII:  Elections

Section 1: Nominating Committee
     a.  Elections of the Officers shall be conducted by the Nominating Committee.

     c.  The term of membership on the Nominating Committee shall be limited to conducting each election.

Section 2:  Election of Officers
     a.  In each odd-numbered year according to the Persian calendar, the Society's voting members shall elect its officers and endorse the committee chairperson nominees as at-large members of the Board.
     b.  For the election, the Nominating Committee shall prepare a single slate of nominees for President, Vice-President, and Treasurer-Secretary selected from among voting members who do not serve on the Nominating Committee. The slate shall allow for the addition of write-in candidates.
     c.  The Nominating Committee Chair shall prepare the slate and have it mailed to voting members at least one month prior to the Annual Meeting.
     d.  Each member shall vote and shall return the ballot to the Nominating Committee Chair before or during the registration period of the Annual Meeting.
     e.  The Nominating Committee shall tabulate the votes and shall announce the results at the Annual Meeting.

Article VIII:  Committees

Section 1:  Definitions
     a.  For the purpose of organizing the Society’s main programs, several standing committees are hereby established. 
     b.  Standing committees of the Society shall include the Nowruz, Yalda, International Festival, Children Nowruz, and Picnic Committees.
     c.  Each standing committee shall be composed of at least three (3) members, including a Committee Chairperson.
     d.  The Board may appoint ad-hoc committees as needed. The Board may also recommend abolishing some of the standing committees, or establishing other standing committees, as appropriate.
     e.  All standing and ad-hoc committees shall report to the Board and shall function under its direction.

Section 2:  Appointments and Terms of Office
     a.  Chairpersons of all standing and ad-hoc committees shall be appointed by the President and confirmed by the Executive Committee for the term of their membership on the Board.  To help search for such chairpersons, the nominating committee shall, with the help of the current members of the Board, seek volunteers to serve as lead persons for the standing committees described in Section 1. Each lead person will find at least two other persons to serve on a standing committee. The members of each standing committee shall select a chairperson nominee for that committee. The chairperson nominee of the committee shall report the names of committee members and committee chairperson nominee to the nominating committee to be announced at the Annual Meeting for endorsement.  Membership on the Board of Directors for these committee chairperson nominees shall be subject to confirmation by the Executive Committee.
     b.  Each chairperson shall select membership of his/her committee for the same term as his/her.
     c.  Chairpersons of standing committees shall serve on the Board of Directors as at large members.
     d. As needed, the Board shall invite chairs of the Society’s ad-hoc committees to attend meetings of the Board.

Article IX:  Membership Meetings

Section 1:  Annual Meeting
The Annual Meeting of the Society shall be held in conjunction with the Nou-Rooz (Persian New Year) celebration.

Section 2:  Other Meetings
Other membership meetings may be called by the Board of Directors.

Article X:  Dissolution

In the event of the dissolution of the Society, its remaining funds shall be paid over to one or more organizations with similar purposes for similar use as determined by the Society's Board of Directors.

Article XI:  Amendments

Section 1:  Authority
These Constitution and Bylaws shall be amended only by the action of membership of the Society.

Section 2:  Procedure
     a.  Any proposed amendment shall require signatures of at least 5% of the Society's voting members but no fewer than 10 voting members.
     b.  Such amendments shall be forwarded to the Nominating Committee Chair at least two months prior to the next Annual Meeting of the Society.
     c.  The Nominating Committee Chair shall mail to voting members of the Society the proposed amendment and a ballot at least one month prior to the next Annual Meeting.
     d.  Each member shall return the ballot to the Nominating Committee Chair before or during the registration period of the Annual Meeting.
     e.  The Nominating Committee shall tabulate the votes and announce the result at the Annual Meeting.
     f.  Approval of any proposed amendment shall require affirmative votes of at least two-thirds (2/3rd) for the votes cast.

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* Approved by the Society's Steering Committee at its meeting of December 17, 1989 as amended on March 23, 1991, March 20, 1992, March 20, 2001, March 19, 2005, and March 15,2008.