(as adopted by the Chapter Board of Directors at its meeting on July 10, 2012)
Article I
Name
The name of this organization is THE LOS ANGELES 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, 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” together with the Chapter, the “Chapter Board of Directors”).
4.2 All Directors of the Chapter 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 current Chapter President shall issue a call for interested candidates to serve on the Chapter Board of Directors in October.
4.5 The Chapter President, in coordination with the national representatives and the outgoing Chapter 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 Chapter Board of Directors is greater than the available board seats, the Chapter President shall call an election.
4.6 The new Board will officially begin its term in the January following its elections. The new Board will participate in board meetings immediately after election, and will begin planning the Nowruz Dinner.
4.7 Within two (2) weeks from the first Chapter board meeting, the Chapter Board of Directors shall elect a Chapter President among themselves.
Article V
Director Resignation
5.1 A Director may resign from the Chapter Board of Directors at any time by giving notice thereof in writing to the Chapter 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 meeting of the Chapter Board of Directors shall be construed as an automatic resignation by such Director from the Chapter Board of Directors.
5.3 In the event of an automatic resignation pursuant to section 5.2 of this Article, the Board of Directors may, by unanimous 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 National Board Representative 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 In addition, the Chapter President shall keep the minutes of all meetings. Other duties include:
(1) Maintaining the records of the Chapter;
(2) Preparing of the Chapter’s activity report and Officer contact information, and submission of these to IABA headquarters;
(3) Submission of any proposed amendment to these bylaws to the Chapter Board of Directors. Proposed amendments must be approved by all Directors before they can be submitted to the Chapter’s membership for a vote;
(4) Maintaining the Chapter’s financial records; and
(5) Prepare the Chapter’s annual financial report for presentation to the IABA.
6.4 The Chapter President may delegate any responsibility to other duly created Chapter Board of Director.
6.5 Each Director is required to organize at least one (1) Chapter event per year.
6.6 At least one Chapter event per year shall partially raise money for the benefit of a National activity or event.
Article VII
Temporary Committees
7.1 With the advice of the Chapter 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 Chapter Board of Directors. Any IABA member may sit on a Temporary Committee.
Article VIII
Board Meetings and Communications
8.1 Meetings of the Chapter Board of Directors shall be held on dates and at hours as determined by the Chapter Board of Directors. In each fiscal year, two (2) regular meetings shall be held in person at a location determined by the Chapter Board of Directors. All other meetings will be held by phone.
8.2 The Chapter President, or the National Board Representative, shall preside at all meetings.
8.3 All Board meetings and communications are confidential.
Article IX
Amendment and Voting Procedures
9.1 All proposed changes to these Chapter bylaws shall be approved by a unanimous vote of all the Chapter Directors.
9.2 No meeting shall be an official meeting without a quorum of the board of directors. A non-official meeting held without a quorum, shall be made official with the approval of that non-official meeting’s minutes by a quorum of the Board of Directors. Motions made at non-official meetings may be reconsidered at the next meeting or motions made at non-official meetings may be presented to the board of directors using the telephone, email or fax.
9.3 A quorum vote may be obtained using the telephone, email or fax for the approval, or not, of said motion and where the tally of the board of director’s yea or nay votes are recorded in the next meeting’s minutes. The Board of Directors shall decide the level of security necessary and practical to safeguard the validity of votes rendered by US mail, Internet email, fax or telephone. At any time, the Board of Directors shall be able to make adjustments to the level of security applied to voting by these methods with a simple majority vote of the Board of Directors.
9.4 A simple majority of the all the Chapter 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 and the meeting notice shall state that the purpose or one of the purposes, of the meeting is removal of the Director.
10.2 The Chapter President and all other Directors not elected by Chapter members may be removed by the Board of Directors in accordance with the Chapter voting procedures with or without good cause.
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.