آیین نامه – BYLAWS

BYLAWS OF Mehrdad Mashayekhi Foundation

ARTICLE 1: Formation of Corporation.

Section 1: Mehrdad Mashayekhi Foundation (hereinafter referred to as the “MMF”) has been formed according to the laws of the United States of America.  The specific purposes for which MMF is organized exclusively for charitable and educational purposes, more specifically include:

The MMF will work toward achieving the objectives of suitable education in Social Science among young students around the globe.

The MMF  will organize a biannually or possible annually conference of different subjects, but related to Social Science by inviting younger speakers along with speakers from different generation for open discussion of the chosen subject just for educational purpose.

The MMF will present a biannually award to the author of an exceptional PH.D. Dissertation dealing with the broad themes of politics and the public sphere in societies in transition, written in any language.

 ARTICLE 2:  Aims of Corporation

The MMF will works toward achieving the objectives of sustainable education in social sciences among young students interested to study societies in transition such as Iran, Pakistan, turkey, Middle East…

With goal to provide primary resources and support.

ARTICLE 3:  Membership

Section 1: The MMF shall not have any members or membership.  It only consists of members of the Board of Directors and Officers.

ARTICLE 4: Central Organization.

Section 1: The organization consists of Board of Directors, which conducts the operation and activities of the association according to the Bylaws and the policies of MMF.  The Board consists of 8 members, including an Executive Board comprised of a Council, Treasurer, and Secretary. The Executive Board makes and implements decisions.  Various committees reporting to the Council to implement specific aims of MMS; and various advisors report to Council.

ARTICLE 5: The Board of Directors.

Section 1: The Board is responsible for overall policy, roles, goals, and direction of the Council, and delegates’ responsibility for day-to-day operations to the Council and committees. The Board shall have up to eight members and not fewer than six members. The Board of Trustees is appointed for five years, but is eligible for re-election. If any member of the Board leaves before the expiration of the term, a new member shall be appointed.

Section 2: Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 3: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.

ARTICLES 6: Compensation

The board receives no compensation other than reasonable expenses. No part of any earnings of the corporation shall inure to the benefit of, or be distributable to, any director or officer of the MMF or any other private person; but the MMF shall be authorized and empowered to pay reasonable compensation for services rendered to reach the goals and purposes for which the MMF was organized.

ARTICLE 7: Duties of Officers.

Section 1: The Council, subject to the direction and supervision of the Executive Board, shall be the Chief Executive Officer of the MMF and have general and active control of its affairs and business and general supervision of its officers. Council at all meetings of the Executive Board; see that all orders and resolutions of the Executive Board are carried into effect; and perform all other duties as may be specified by the Executive Board from time to time.

Section 2: The Secretary, shall keep all votes and minutes of the Executive Board meetings, and shall make them available for review by the Executive Board members, and auditor.  The Secretary will report to the Executive Board and shall give notice of all Board meetings. S/he shall be custodian of the seal of the MMF, which s/he shall deliver only when authorized by a resolution of the Executive Board to do so and to such person or persons as may be named in such resolution.

Section 3: The Treasurer shall make a report at each board meeting.  Treasurer shall chair the finance committee, assist in the preparation of the budget, shall make payments and receive any payments made to MMF and deposit them in such banks or other financial institutions insured by the US Government as the Executive Board may designate.  He/she shall be responsible for requirements, and shall make them available for review by the Executive Board members, and the auditor.  The fiscal year for MMF is the calendar year.

ARTICLE 8:  Annual Meeting

Section 1: Annual Meeting. The Executive Board will hold an annual meeting each April to plan the yearly program for MMF. The Executive Board will additionally meet at regular interval, such as every quarter, as determined by a resolution of the Board at its first meeting.  The council may also invite the Executive Board to special meetings when the need arises.  The council may also invite observers to Executive Board meetings at his/her discretion.

Section 2: Special Meetings. Special meetings of the Board shall be called upon the request of the council or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.

Section 3:  Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 4: Quorum. A quorum must be attended by at least three-fourths of the Board members before business can be transacted or motions made or passed.

ARTICLE 9: COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board council appoints all committee chairs.

Section 2: The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Trustees in the intervals between meetings of the Board of Trustee, subject to the direction and control of the Board of Trustee.

Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures.  The financial records of the foundation are public information and shall be made available to the Board members and the public.

ARTICLE 10: Dissolution

Upon dissolution of the MMF, the Board of Directors shall, after paying or making provisions for payment of all of all of the liabilities of the MMF, dispose of all of the assets of the MMF by distributing those assets exclusively for the purposes of the MMF in such manner, or to such organization or organizations organized and operated exclusively for educational purposes in Social Science as shall at the time qualify as exempt from taxation under section 501(c)(3) of the code as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction for the county in which the MMF was formed, exclusively for such organized and operated exclusively for such purposes.

ARTICLE 11: Policy on Conflict of Interest
ARTICLE 12:  Amendments

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

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