Bylaws of the Northern California Chapter

Amended and Restated Bylaws of the Northern California Chapter of the Iranian American Bar Association

(as adopted by the Chapter Board of Directors at its meeting on June 20, 2011 and as revised by the Chapter Board of Directors at its meeting on February 3, 2015 (effective upon approval by the IABA National Board of Directors)

 Article I – Name

The name of this organization is THE NORTHERN CALIFORNIA CHAPTER OF THE IRANIAN-AMERICAN BAR ASSOCIATION (hereinafter “the Chapter”).

Article II – Purpose

2.1       The Chapter is organized for charitable and educational purposes, including, but not limited to, providing a forum for any natural person who is interested in promoting the social, economic, professional and educational advancement of the Iranian-American community or the community at large. The Chapter is a non-religious, independent organization.

2.2       The Chapter is chartered by the Iranian American-Bar Association (the “IABA”).

Article III – Membership

3.1       Membership of the Chapter must conform to the membership provisions specified in IABA Bylaws (IABA Constitution Article VI).

3.2       Membership in the Chapter shall be open to all IABA members and nonmembers.

3.3       Only IABA members have the right to run as an officer or director in the Chapter and must be registered as a member of IABA upon election or appointment into office.

 Article IV – Officers and Directors

 4.1      The officers of this Chapter (the “Officers”) shall be a Chapter President, Vice-President, Treasurer, Secretary, a National Board Representative, and any at-large National Board member from the Chapter. The Officers, along with all other duly elected or selected Chapter directors (the “Directors”) constitute the Chapter board of directors (the “Board of Directors”).

4.2       All members of the Board of Directors must be members of IABA upon the date in which they are elected or appointed into their position, and must remain members of IABA for the duration of their service.

4.3       Chapter representatives to IABA (National Board Representative and any at-large National Board member from the Chapter) shall be elected pursuant to the provisions specified in IABA Bylaws (IABA Constitution Article IX, § 9.2).

4.4      The board year is intended to be one year in duration. Within the last two months of the board year, the current Chapter President shall issue a call for interested candidates to serve on the Chapter Board of Directors. The Board, by majority decision, can extend the board year by up to three months.

4.5       The Chapter President, in coordination with the national representatives and the outgoing Board of Directors, shall determine the number of available board positions, and appoint the new Board of Directors. If the number of qualified interested candidates to serve on the Board of Directors is greater than the available board seats, the Chapter President shall call an election.

4.6       Within four (4) weeks of the conclusion of the Northern California Chapter Board elections or appointments, the new Board of Directors shall hold its first board meeting. Regular board meetings are generally to be held on a monthly basis.

4.7      No later than its second Chapter board meeting, the Board of Directors shall elect a Chapter President among themselves.

Article V – Director Resignation

5.1       A Director may resign from the Board of Directors at any time by giving notice thereof in writing to the Board of Directors or the President. A resignation of a Director will be effective immediately unless otherwise stated in the notice of resignation.

5.2       Three (3) absences by a Director from a regularly scheduled meeting of the Chapter Board of Directors without good cause shall be construed as an automatic resignation by such Director from the Board of Directors. The Board of Directors shall determine what constitutes good cause.

5.3       In the event of a resignation, the Board of Directors may, by majority vote, re-appoint the resigned Director to the Board.

Article VI – Duties of Officers

 6.1       The Chapter President is the principal officer and is responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of the IABA and these bylaws. The Chapter President shall preside at all meetings of the chapter and of its Board of Directors.

6.2       The Vice-President shall preside at meetings in the absence of the Chapter President, assist the Chapter President in the management of the Chapter, and perform other duties that may be assigned by the Chapter President.

6.3       The Secretary shall keep the minutes of all meetings and maintain the records of the Chapter;

6.4       The Treasurer shall maintain the Chapter’s financial records.

6.5       The National Board Representative is responsible to attend IABA national board meetings, report on IABA national activities to the chapter, and report on chapter activities to IABA national.

6.6 The Chapter President may delegate any responsibility to any other member(s) of the Board of Directors. Each Director is required to organize at least one (1) Chapter event per year.

6.7       At least one Chapter event per year shall partially raise money for the benefit of an IABA national activity or event.

Article VII – Temporary Committees

 7.1       With the advice of the Board of Directors, the Chapter President may appoint such temporary committees, as appropriate (“Temporary Committees”).

7.2       Temporary Committees must consist of at least one (1) member of the Board of Directors. Any IABA member may sit on a Temporary Committee.

Article VIII – Board Meetings and Communications

 8.1       Meetings of the Board of Directors shall be held on dates and at hours as determined by the Board of Directors. In each board year, at least two (2) regular meetings shall be held in person at a location determined by the Board of Directors. All remaining meetings may be held by phone.

8.2       The Chapter President, Vice President, or in the absence of both, any Officer, or the National Board Representative, shall preside at all meetings.

8.3       Board meetings are generally considered open to the membership. If the majority of the Board of Directors decides there is a need for a closed session, that portion of the Board meeting will be deemed confidential, and the discussion or decision(s) will not be reflected in the meeting minutes.

Article IX – Amendment and Voting Procedures

 9.1       All proposed changes to these Chapter bylaws shall be approved by a two-thirds vote of the Board of Directors. As necessary, the President may submit any proposed amendment to these bylaws to the Board of Directors prior to any meeting of the Board of Directors. Amendments approved by the Board of Directors must be submitted to the Chapter’s membership for a vote.

9.2       No meeting shall be an official meeting without a quorum of the board of directors. Quorum shall be defined as a simple majority of the Board of Directors. To the extent possible, association matters which require a vote of the Board of Directors will be raised at an official meeting of the Board of Directors.

9.3       A vote may be obtained on any motion using the telephone, email, facsimile, internet for the approval, or rejection, of that motion. If the vote is held outside a regularly scheduled meeting, the tally of the Board of Director’s votes must be recorded by the Secretary in the next meeting’s minutes. For the purpose of votes obtained using email, fax, or internet, the Board of Directors may set a deadline for response to any vote by resolution. Voting by proxy is allowed as permitted by law and subject to any restrictions imposed by resolution of the Board of Directors.

9.4       The Board of Directors shall decide the level of security necessary and practical to safeguard the validity of votes rendered by Internet, email, fax or telephone. At any time, the Board of Directors shall make adjustments to the level of security applied to voting by these methods with a simple majority vote of the Board of Directors.

 9.5       Unless indicated otherwise in the bylaws, a simple majority of the Board of Directors shall be required to carry a motion.

Article X – Removal of Directors

 10.1     A Director elected by Chapter members may be removed by the members only at a meeting called for the purpose of removing the Director. In such an instance, the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Director.

10.2     Any Directors not elected by Chapter members may be removed for good cause by the Board of Directors by two-thirds vote.

 XI – Dissolution of the Chapter

 11.1     Dissolution of this Chapter, by consent of the majority of members, shall consist of unanimous approval of all Directors together with a majority vote at a meeting which has been publicized in advance to all members of the Chapter for the purpose of taking this vote.

11.2     Should this Chapter be dissolved, its assets and liabilities shall be transferred to IABA national.