APSIH Bylaw

Article I: Mission

The main purposes of APSIH and APSIH AWARD FUND are the creation and promotion of scientific cooperation, and enhancement of the social relationship of Iranian professors and scholars plus providing scholarships and free interest educational loans to qualified students and annually honoring outstanding graduating students, within the governing laws of the State of California without any discrimination on the basis of ethnic origin, gender, religion and political ideology. APSIH is an association organized under section 501(C)(6) of the IRS and APSIH AWARD FUND is another association organized under section 501(C)(3).

These two associations (called Association) are non-profit and independent organizations without any bias toward any particular political, ideological, or religious group. Moreover, these associations shall not participate in, endorse or repudiate any political, religious, or ethnic movements.

Article II: Objectives

Objectives Example Programs/Events/Activities
1. To disseminate scientific and technological knowledge in public through facilitating educational and scholarly activities. a.      Hold Research symposium, conferences, etc.

b.      Develop and publish WHO_IS_WHO

c.       Create on-line searchable Database of Researchers, academia

d.      Promote/advertise APSIH

e.      Promote/Advertise participation in other Technical/Scientific Events sponsored by other legal & registered non-profit Organizations
2. To recognize and promote scientific and professional achievements as well as contributions of members, professors and scholars of Iranian heritage. a.           Announce outstanding Iranian Scholars Through

a.1) Special awards

a.2) Graduation ceremony

a.3) Magazine

a.4) Scientific journal
3. To facilitate establishing relationship and promotion of collaborations between industry and academia through scholarly and business networking opportunities. a.      Invite guest speakers from industry

b.      Create on-line searchable Database of industry experts

c.       Develop and publish WHO_IS_WHO

d.      Job hunting workshops

e.      Networking events between professional organization and APSIH

f.        Provide online Job Posting website

g.       Distribute (e-mail) job posting

h.      Entrepreneurship Seminar

i.        Social meetings and gathering (networking event)
4. To provide scientific, scholarly, and educational support to students and younger members through mentorship. a.      Establish on-line database of volunteering Iranian Scholar/technical leaders as mentors

b.      Establish database of Mentees (per given geographical location and discipline)

c.       PhD students and Junior faculty mentorship
5. In conformance to the bylaws of the Association, promote and facilitate educational philanthropic activities in support of award merit students, scholars and industry leaders, as well as supporting the needs of the Association. a.      General Fundraising events

b.      Establish new merit scholarship

c.       Provide Interest-free/ emergency student loans

a.      Collaborate with other Charity Organization

ARTICLE III: Offices
Section 1. Principal Office
The principal office of the transaction of the business of the Association is to be located in the county of Los Angeles, California.

Section 2. Change of Address
The County of the principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the new address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.

Section 3. Additional Offices
APSIH may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

 ARTICLE IV: ORGANIZATIONAL STRUCTURE
The three main bodies of the Association are the Officers, Standing Committee Chairpersons, and Members. The first two groups are collectively called the Board of Directors. The Board of Directors may also designate an Advisory Board according to the Article IX of these bylaws.

ARTICLE V: OFFICERS

Section 1: Numbers
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. All officers shall also be board members. The same person may hold any number of offices except that neither the Secretary nor the Treasurer may serve as the President.

Section 2. Qualification and Term of Office
Any person who is on the Board of Directors may serve as an officer of this Association. Officers shall be elected by the Board of Directors and each officer shall hold office until he or she resigns, his or her term on the Board of Directors ends, he or she is removed or is otherwise disqualified to serve, or until his or her successor shall be appointed and qualified, whichever occurs first.
The president shall be elected for two years with the majority vote of the Directors. Other board members also serve for two years each but half of the board will be elected every year such that each half group of board members staggers the other half over a one-year overlap. The president shall not be re-elected without an elapse of at least two years.

Section 3: President Duties
The president shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. He or she shall preside at all meetings of the Board of Directors. The President shall be the spokesperson for the organization.

  • Organizational Policies:Supervise and direct the affairs of the corporation and the activities of the officers, subject to the control of the Board of Directors.
  • Management:Perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
  • Financials:Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the president, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. If the Vice President is the secretary or the treasurer of the corporation, another Director shall assume these responsibilities before the Vice President can act as the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

  • Organizational Policies:Working with the board members and other senior executives of the organization, the vice president develops and proposes new policies and enforces approved policies and objectives for the organization to ensure it maintains its values and meets established goals.
  • Management:Under the direction of the president or board members, a vice president manages activities of the organization. This includes developing responsibilities for the staff, volunteers and employees and monitoring their work ensuring the task accomplished in the organization are to meet its overall goals.
  • Engagement: The vice president creates public awareness initiatives and ensures the organization is visible to the community and those interested in assisting the organization. This may include assigning members to coordinate fundraisers, community events and other programs to create responsiveness to the organization.
  • Reporting:The vice-president prepares operational reports for the board and top executives of APSIH. These reports are typically presented to executives on a quarterly or yearly basis to review the organizations status, as well as exchange ideas and suggest changes to improve operations.

Section 4. Vice President Duties 
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. If the Vice President is the secretary or the treasurer of the corporation, another Director shall assume these responsibilities before the Vice President can act as the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

  • Organizational Policies:Working with the board members and other senior executives of the organization, the vice president develops and proposes new policies and enforces approved policies and objectives for the organization to ensure it maintains its values and meets established goals.
  • Management:Under the direction of the president or board members, a vice president manages activities of the organization. This includes developing responsibilities for the staff, volunteers and employees and monitoring their work ensuring the task accomplished in the organization are to meet its overall goals.
  • Engagement: The vice president creates public awareness initiatives and ensures the organization is visible to the community and those interested in assisting the organization. This may include assigning members to coordinate fundraisers, community events and other programs to create responsiveness to the organization.
  • Reporting:The vice-president prepares operational reports for the board and top executives of APSIH. These reports are typically presented to executives on a quarterly or yearly basis to review the organizations status, as well as exchange ideas and suggest changes to improve operations.

Section 5: Secretary Duties
The secretary performs all duties which may be assigned to him or her from time to time by the Board of Directors.

  • Certify and keep at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered to date.
  • Keep at the principal office of the corporation or at such other place as the board may determine, an electronic archive as well as hardcopies of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the date, time, and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
  • See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
  • Be custodian of the records of the corporation.
  • Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
  • Exhibit at all reasonable times to any director of the corporation, or to his or her agent, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

Section 6: Treasurer Duties
The treasurer performs all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

  • Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
  • Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever, including the membership fee dues.
  • Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
  • Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  • Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent, on request therefor.
  • Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
  • Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
  • Annually prepare and submit tax documents prior to the IRS deadline.

ARTICLE VI: DIRECTORS
The Officers and Standing Committee Chairpersons are collectively called the Board of Directors. The Board of Directors is also the executive body of the association and consists of nine Directors elected by the members according to Section 8 of this article. The directors shall not be personally liable for the debts, liabilities, or other obligations of the Organization.

Section 1. Durations
A Director shall be elected for a two-year term. A Director may serve multiple terms in the Board of Directors, consecutively or inconsecutively except the president that shall not be re-elected without an elapse of at least two years.

Section 2: Duties
The duties of the directors include:

  • Perform any and all duties imposed on them collectively or individually by law, by the Articles of this Corporation, or by the Bylaws.
  • Appoint, remove, employ, discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of officers, agents, employees, or contractors of the Corporation.
  • Supervise all officers, agents, employees, and contractors of the Organization to ensure that their duties are performed properly.
  • Meet at places as required by the Bylaws of the Corporation.

Section 3: Meetings

Board of directors shall have at least four regular meetings in each fiscal year. At each such meeting the Board of Directors shall discuss the items specified in the agenda for the meeting distributed to the directors by the Secretary. Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, or the Treasurer. Special meetings of the Board of Directors may substitute for a scheduled regular meeting of the Board.

Section 4: Meeting Attendance Policy

Directors are expected to attend scheduled meetings.

  • Directors must notify the board if they cannot attend a scheduled meeting well ahead of the meeting time. Missing a meeting without notification is a silent failure.
  • 3 consecutive or 5 non-consecutive absences in board meetings, or more than 2 silent failures makes a member eligible for removal from board as per policy for Board Attendance problem.
  • If a board member fails to notify the board regarding his or her absence at least 48 hours prior to the meeting, the absence will be also counted as a silent failure.
  • If a board attendance problem exists, the President shall contact the Director to discuss the problem. The Director’s response shall be shared with the entire Board of Directors to make a decision regarding continued service of the questioned Director. If the Board of Director, excluding the questioned Director, decides to remove the questioned Director by a majority vote, the President shall notify the terminated Director in writing of the board’s decision per terms of the Meeting Attendance Policy.

Section 5: Quorum

A quorum shall consist of five Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Association, or by law, no business shall be considered by the Board of Directors at any meeting at which a quorum, as herein defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation.

 Section 6. Resignations
Any Director may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7. Vacancies
A vacancy may occur due to removal, resignation, or death of a Director or if the bylaws are amended to increase the number of Directors. A vacancy may be filled in the following general election, or if approved by the majority vote of the Board of Directors, a new Director may be added before the general election based on the following procedure:

  • Vacancies on the board shall be filled by appointing an Alternate Director as a new Director, if there is an Alternate Director from the past two general elections.
  • Alternate Directors from the most recent general election have the priority to join the Board of Directors.
  • If there is more than one Alternate Director, the candidate with higher number of votes in the most recent general election has the priority to join the Board of Directors. In case of a tie, the Board of Directors shall select a new Director from the Alternate Directors by a majority vote.
  • If there is no Alternate Director from the past two general elections, current Directors may nominate other APSIH members with some experience in APSIH activities and the Board of Directors may select a new Director by a unanimous written consent of at least two thirds 2/3 of the Directors.

Section 8. General Election

General Elections will be held annually to fill vacancies, if there is any, and to fill anticipated vacancies that will occur next when the two-year term of Directors finish. New Directors shall be elected by the Membership with secret ballots via electronic mail or other online facilities implemented by the Organization.

  • The Board of Directors shall send a “Call for Nominations” at least 30 days prior to the election period to all members in good standing.
  • Regular Members or Emeritus Regular Members who have been in good standing for at least six months prior to the election and have been active in one of the Committees can nominate themselves or can be nominated by others.
  • The Board of Directors or a delegated committee shall evaluate and approve eligibility of the nominees.
  • If the number of nominees is more than the number of vacancies, after filling the vacancies the remaining nominees who run in the election shall serves as Alternate Directors.

ARTICLE VII: COMMITTEES
APSIH shall have such committees from time to time be designated by resolution of the Board of Directors. Such committees may consist of persons who are not also members of the Board of Directors but the Committee Chairperson must be a Director.

ARTICLE VIII: MEMBERSHIP

Section 1. Membership Categories
Membership consists of the following six categories:

  1. Regular Membermust have one of the following two qualifications:
    Full-time faculty with doctoral degrees and those in the fields of Architect or Law with terminal degrees from institutions recognized by the Board of Directors who are engaged in educational, or scientific research activities These individuals should be employed by educational institutions accredited by Council for Higher Education, offering at least a bachelor degree or equivalent.
    § Full-time researchers holding doctoral degrees or equivalent from institutions recognized by the Board of Directors who are engaged in non-educational research and scientific organizations.
  2. Associate Members are part-time professors and scholars with doctoral or advanced degree or equivalent from institutions recognized by the Board of Directors, engaged in universities or other accredited institution of higher education. Associate members can vote but cannot run for a Board position.
  3. Emeritus Regular Members are APSIH regular members officially retiring from academic or research organizations who would continue with their voting rights and may run for a Board position.
  4. Young Scholarsare graduates with doctoral, post-doctoral degree, or equivalent from institutions recognized by the Board of Directors. These members need to update APSIH one year after joining the organization about their employment status at which time the Board of Director or the delegated committee may consider options including a change of status to regular or associate category. Young Scholars do not have voting rights and may not run for a Board position.
  5. Doctoral Students Members are doctorate students in institutions recognized by the Board of Directors. These members need to update APSIH every year after joining the organization about their education/employment status at which time the Board of Director or the delegated committee may consider options including continuation or change of status of their membership. Doctoral Students do not have voting rights and may not run for a Board position.
  6. Honorary Membersare academicians, researchers, entrepreneurs, or businessmen/businesswomen with significant contributions to the objective and purposes of the organization. Honorary members must be nominated by present or past APSIH Directors. Honorary members do not have voting rights and may not run for a Board position.

Section 2. Membership Evaluations 
Application for all membership categories except for the Honorary Member shall be evaluated and approved by the majority vote of the Board of Directors or by a delegated committee that includes the Officers of the organization.

  • All Honorary Member nominees shall be approved by the majority vote of the Board of Directors. If an Advisory Board exists, Honorary Member nominees need to be approved by the majority vote of the Advisory Board as well.

Section 3. Membership Fee 
The Board of Directors may request APSIH members to pay an annual membership fee to cover operational expenses of the Organization. The amount of membership fee for each membership category shall be decided by the Board of Directors in the beginning of the fiscal year.

  • Honorary Members are exempt from paying membership fees. However, they can contribute funds for the objectives of the Association.

ARTICLE IX: ADVISORY BOARD
The Board of Directors may designate an Advisory Board for the duration of their term. Such Advisory Board shall consist of persons, called “Advisors” hereafter, who are interested in the purpose and objectives of the Association. The Advisory Board shall advise the Board of Directors as to any matters that are put before it by the Board of Directors concerning the Organization. The Advisory Board shall not have or purport to exercise any powers of the Board of Directors nor shall it have the power to bind the Organization in any manner.

Section 1. Nomination and Election
Candidates for the Advisory Board may be nominated by the Board of Directors, or by other Advisors. Each Advisor shall be elected to the Advisory Board by the majority vote of the Board of Directors. A Director cannot be an Advisor simultaneously.

Section 2. Numbers
The Board of Directors shall decide on the number of Advisors on the Advisory Board.

Section 3. Removal
The Board of Directors may remove any Advisor from the Advisory Board, either with or without cause.

Section 4. Duration
The term of an Advisory Board shall finish when the term of the corresponding Board of Directors finishes at the end of the fiscal year. An Advisor can serve on the Advisory board for unlimited number of terms, consecutively or inconsecutively.

ARTICLE X: FISCAL YEAR
The fiscal year of APSIH shall begin on April 1 and end on March 31 in each year and the fiscal year of APSIH AWARD FUND shall begin July 1 and end on June 30.

ARTICLE XI: STOCKS, PROFITS, AND ASSETS

This Association is not authorized to issue shares of stock. No member, director, officer, employee, or other person connected with APSIH, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Association in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of the Association shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the Association, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this Association and not otherwise. The Directors shall be allowed to receive reimbursement of expenses incurred in the performance of their regular duties as specified in Section 2 of Article VI. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable.

ARTICLE XII
The existence of this Association is to be perpetual.

ARTICLE XIII: BYLAWS AMENDMENT
These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the approval of at least 2/3 of the good standing members who were respondent to the by-law survey. The good standing members are those who paid their membership fees prior to the date that the survey has been sent out.