Article I Name

  1. This Chapter shall be called the Iranian American Bar Association (hereinafter “IABA”) of the Southeast (collectively hereinafter “IABA SE”).

Article II Mission and Purpose

  1. The IABA SE is organized for charitable and educational purposes, and its duties shall include 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 IABA SE strives to cooperate and engage in dialogue with other Iranian American organizations in order to advance and support the interests of the Iranian American community at large.
  2. The mission and purposes laid out in Appendix A of these Bylaws are incorporated into these Bylaws by reference.

Article III Membership

  1. Membership in the IABA SE shall be open to the general public.  Members of the IABA SE must conform to the membership provisions specified in National Bylaws of the Iranian American Bar Association, namely the IABA Constitution Article VI.

Article IV Directors and Officers

  1. The IABA SE President (the “President”), the Vice President, the SE Chapter Representative, a law student serving as a Student Director of the Board (the “Student Director”), the Treasurer, the Secretary, and no more than six (6) non-National Directors shall constitute the IABA SE Board of Directors (collectively the “Board of Directors”). The Board of Directors shall be elected by the majority of the votes cast by all IABA SE members by ballot at the end of each calendar year.
  2. The Officers of IABA SE, including its President, Vice President, Treasurer and Secretary, shall be individuals nominated and confirmed by the Board of Directors, which shall require no less than four (4) confirmation votes.
  3. One IABA SE National Board Representative (“SE Chapter Representative”) shall be elected by the IABA SE Board of Directors and shall serve on the National Board of IABA.
  4. The Board of Directors shall have full voting privileges to conduct business and take action on behalf of the IABA SE. This number may be amended as members from previously unrepresented states join IABA SE.
  5. Any IABA SE member elected at large to the National Board (the “At-Large National Director”) shall be invited to participate in all meetings and discussions of the Board of Directors with the right to cast his or her vote on behalf of any absent member of the Board of Directors in a meeting or discussion.
  6. The terms of all members of the Board of Directors shall be for two years from the time of election.
  7. Upon confirmation of an Officer, all IABA SE members will be notified of the position.
  8. An Officer may resign from his/her office at any time by giving notice thereof in writing to the Board of Directors. Resignation of an Officer will be effective immediately unless otherwise stated in the notice of resignation.

Article V Duties of Officers

  1. The IABA SE President is the principal officer and is responsible for leading the IABA SE and managing its activities in accordance with the policies, procedures of the IABA SE Bylaws.  The President shall chair the meetings of the IABA SE Board of Directors.
  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
  3. The SE Chapter Representative shall represent the interests of IABA SE and act as a liaison between the IABA SE and the National Board of Directors. The SE Chapter Representative is responsible for attending IABA national board meetings, reporting on IABA national activities to the chapter, and reporting on chapter activities to IABA national.
  4. The Secretary shall keep the minutes of all meetings and maintain the records of the Chapter;
  5. The Treasurer shall maintain the Chapter’s financial records and prepare the Chapter’s Annual Financial Report.
  6. The President may delegate any responsibilities to other duly created IABA SE Board Member(s).

Article VI Temporary Committees

  1. With the advice and consent of the simple majority of the IABA SE Board of Directors, the IABA SE President may appoint such temporary committees as appropriate.
  2. Temporary Committees must consist of at least one member of the IABA SE Board of Directors.  Any IABA SE member may sit on a temporary committee.

Article VII Meetings

  1. In addition to a General Meeting, as defined hereinabove, additional meetings for conducting the IABA SE Chapter’s regular business may be reasonably designated and scheduled by the President. A meeting shall constitute an Official Meeting (“Official Meeting”) if such meeting shall abide by Section 4 of this Article VII.  Four (4) members of the Board of Directors must be present for quorum in the Official Meeting. The President shall endeavor to provide one week’s notice of any Meeting to members of the IABA SE Board of Directors and the At-Large National Director.
  2. In order to promote free expression of differing point of views, the Meetings may be open to all IABA SE members at the reasonable discretion of the IABA SE Board of Directors.
  3. If open, notice of all IABA SE Board of Directors meetings shall be submitted to all members seven working days in advance thereof.
  4. The President shall make reasonable efforts to convene at least one meeting where a quorum of the IABA SE Board of Directors is present within each period of two months (“Official Meeting”).

Article VIII Amendment and Voting Procedures

  1. Unless otherwise set forth herein, any actions or motions pursuant to these Bylaws as well as any amendments of these Bylaws may be carried forward by a simple majority vote of the Board of Directors (either a vote in person or a proxy vote).
  2. No meeting shall be deemed an Official Meeting without the presence of a quorum of the Board of Directors.
  3. As used herein, a quorum shall require a majority of the IABA SE Board of Directors to be present in person, telephonically, or via written communications, including through electronic mail. A quorum vote may be obtained, via the foregoing means, for approval, or not, of a motion, and the tally of the requisite votes shall be recorded in a meeting’s minutes. When appropriate, IABA SE the Board of Directors may conduct a vote by any reasonable, recordable means of communication available to the Board.

Article IX Removal of Directors

  1. SE Chapter Representative(s) to the National Board may be removed only in accordance with the IABA National Bylaws (IABA Constitution Article VII, § 7.5).
  2. Any non-National Board Representative(s) may be removed by the IABA SE members if (i) s/he has failed to attend three consecutive meetings or a total of four meetings, without good cause; (ii) if the Board determines that s/he has demonstrated an inability to discharge the duties of a Director; or (iii) if the Board determines that other good cause exist for his or her removal.

3.The Secretary shall include in the notice of each regular or special meeting of the Board the names of any non-National Board Representative(s) who is subject to removal for failure to participate in meetings and the agenda for such meeting shall include the question whether such non-National Board Representative(s) shall be removed.

  1. A Board Representative shall be removed from office by a majority vote of those present at the following Board of Directors meeting. No person who has been removed from the Board shall be eligible to serve as a non-National Board Representative for a period of three years following his or her removal.