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Bylaws «

Bylaws

BYLAWS OF THE ZIBA FOUNDATION, INC.

“The Way Sun Bestows Warmth, Ziba Bestows Love.”
— Zia Ghavami


ARTICLE I: OFFICE AND REGISTERED AGENT

Section 1. The Ziba Foundation (hereinafter referred to as the “FOUNDATION “), a non-profit organization, was created to promote art for all humanity. The FOUNDATION was registered in the State of New Jersey in the year 2002, (7024 Aryan-Mithraic, and 1380 Solar calendars).

Principal Office. The principal office of the FOUNDATION shall be domiciled in the town of Franklin Lakes, in the State of New Jersey, based on the decision of the FOUNDATION’s Initial Board of Directors.

Section 2. Registered Office and Agent. The FOUNDATION shall have and continuously maintain a registered office and a registered agent in the State of New Jersey as may be required by government regulatory agencies to which the FOUNDATION may report.

Section 3. Definition of Art. Art is defined as a creative and meaningful endeavor undertaken on a resolute course toward the betterment and enrichment of the humankind’s quality of life. (“Zia Ghavami”)

Section 4. Purpose. The FOUNDATION exists to promote, facilitate, coordinate, and oversee the FOUNDATION MISSION. THE FOUNDATION MISSION needs to fit the parameters of Section 501 (c)(3), such as educational or charitable purposes or for the promotion of international artistic interactions and any lawful purpose or purposes not for pecuniary profit. The FOUNDATION shall not carry on any other activities not permitted to be carried on by a corporation exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, as amended.

a. MISSION: The FOUNDATION has adopted a world view of art, and its mission is premised on the concept of respect for all human beings and their human rights Under this premise, the FOUNDATION will not discriminate among its members therewith because of race, religion, creed, color, national origin, sex, sexual preference, age, ancestry, marital status, blindness, status as a veteran or member of the armed services, membership in any ethnic group, or by reason of the fact that a person may disagree with the core concepts of the FOUNDATION or, in addition to the foregoing, by any reason whatsoever prohibited by any federal, state county or municipal law.

b. Specific Purposes:

(1) To serve humanity by promoting the art of Iranian Cultural Continent on the world stage through various means, particularly through publication of articles on the Internet, as well as in the national and international mass media;

(2) Fundraising for needy artists;

(3) Awards for the best artistic creations;

(4) Promoting and Facilitating the teaching of the art of Iranian Cultural Continent;

(5) Establishing and facilitating artistic exchanges between and among Iranian Cultural Continent and the world;

(6) Assisting various artistic organizations in order to reward students who have endeavored to create a better world for human beings, by introducing the art of Iranian Cultural Continent to the world;

(7) Engaging in activities necessary to preserve the art of Iranian Cultural Continent throughout the world, such as identifying, collecting, reclaiming, repurchasing, restoring, and displaying lost, stolen, and misplaced art of Iranian Cultural Continent dating from time immemorial;

(8) Translating, printing, producing, and distributing artistic works by well‑known, or unknown Iranian Cultural Continent artists; and

(9) Providing the artists of Iranian Cultural Continent the means for enriching their lives by helping them elevate their standard of living.

Section 5. Tax Status. The FOUNDATION shall operate as a not‑for‑profit corporation qualified as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended. No part of the net earnings of the FOUNDATION shall inure to the benefit of or be distributable to any Member, Director, Officer or Trustee of the FOUNDATION or any other private person. However, the FOUNDATION shall be authorized and empowered to pay reasonable compensation for services and to make payments and distributions to any persons or organizations in furtherance of the purposes set forth in Section 4 above.

ARTICLE II: MEMBERSHIP

Section 1. Classes and Qualifications. The FOUNDATION Board of Directors shall determine the qualifications, dues, terms, benefits, and other conditions of each class of members as set forth in these Bylaws. There shall be the following classes of Members:

a. Class A (Voting Members). Class A Members shall consist of the original Founders of the FOUNDATION, their representatives, as well as all Class B Members who have been unanimously approved and recommended by the FOUNDATION Board of Directors to become voting members. Class A members shall be the only members entitled to notice by the FOUNDATION.

b. Class B (Non-Voting Members). Class B Members shall include all those members who have subsequent to the adoption of these Bylaws joined the FOUNDATION, temporary Members, as well as all Honorary and Consulting Members.

Section 2. Voting Rights. Only Voting Members in good standing shall have the right to vote at the Annual Meeting of the Members on those items specified in Section 3 (below), as well as to vote on such other issues as the FOUNDATION Board may choose to bring before the members. Other classes of members may attend meetings and participate in Board Committees but may not vote.

Section 3. Membership Meetings

a. Annual Meeting. There shall be an Annual Meeting of the members upon such date, time and place, as the FOUNDATION Board shall determine. During the Annual Meeting, Voting Members shall have the right to vote on the following matters only election of the FOUNDATION Board of Directors and Officers; approval of the annual budget proposed by the FOUNDATION Board; approval of any amendments to the Bylaws that may be proposed by the FOUNDATION Board; and other issues that may be properly brought before the Membership for consideration. Voting on all other matters is expressly reserved for the FOUNDATION Board of Directors.

b. Special Meetings. Special Meetings of the Members may be called by the President or upon the request of One Third of the voting members. Members shall receive not less than fifteen (15) days prior written notice of special meetings. Notice shall be given in the manner specified in Section 2 of Article VII of these bylaws, and the notice shall state the purposes of the special meeting.

c. Rules. Robert’s Rules of Order, the latest edition, shall guide the proceedings at any meeting of the Members, provided however, any failure to follow Robert’s Rules of Order shall not invalidate any action taken at such meetings.

Section 4. Quorum and Voting. Each voting member, in good standing shall have one vote at any meeting of the members. A quorum shall consist of Forty Percent (40%) of the total voting members in person, represented by proxy, or via a telecommunication medium. A majority of the votes cast at a meeting at which a quorum is present shall constitute an action of the members.

Section 5. Removal. Any member may be removed from membership by a two‑thirds vote of the FOUNDATION Board of Directors for failure to comply with Rules & Regulations, Policies & Procedures or these Bylaws, as adopted from time to time by the Board. Any member who is found in any court of law to have committed a crime of moral turpitude shall be suspended or expelled immediately.

Section 6. Responsibilities. All members shall abide by the Bylaws, Policies, Procedures, Rules and Regulations of the FOUNDATION.

Section 7. Membership Conditions and Dues. In order to qualify for membership, a person shall be of at least18 years of age, of sound mind in order to enter into a contract, subject to the provisions of Article I, Section 4, must possess the highest moral and ethical qualities, be a great admirer of the art of Iranian Cultural Continent and be willing to devote ample time and effort to promote the art of Iranian Cultural Continent throughout the world. The annual dues are as follows:  Board of Trustees: $5,000, Board of Directors: $4,000, Committee Chairs: $3,000, Committee Members: $2,000, to be paid no later than Jan. 31st of each year payable upon approval of the individual by the FOUNDATION Board of Directors. The amount of annual dues may be altered from time to time by the majority vote of the FOUNDATION Board of Directors In families where there is more than one director, only one director shall pay the annual dues.

ARTICLE III: THE FOUNDATION BOARD OF DIRECTORS

Section 1. Powers. There shall be a FOUNDATION Board of Directors, which shall supervise and control the programs of the FOUNDATION, except as otherwise expressly provided by law, or these Bylaws.

Section 2. Number and Composition. The FOUNDATION Board of Directors shall be composed of no less than 3 and no more than 21 Directors, all belonging to Class A. In addition, each Board shall have no more than Five (5) Class B members. An exception is made to this requirement for the initial Board of Directors whose number may be less than what is permitted under these Bylaws. The number of Directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent Director.

a. Initial FOUNDATION Board Composition. Upon initial foundation, the FOUNDATION Board of Directors shall consist of the Founders of the FOUNDATION, who were the signers of the original legal documents of the Foundation.

b. Additional FOUNDATION Board Members. The voting members may choose to add Board members up to the maximum number allowed in this Section based on changing needs of the organization.

c. Non-Voting Board Members. The FOUNDATION Board of Directors shall recommend and screen such Class B members before they can become designated as non‑voting Members. The FOUNDATION Board can also request representatives from other organizations to participate as non-voting Board Members.

d. Honorary Board Members. From time to time, the FOUNDATION Board may designate individuals as honorary board members. Honorary board members are invited to participate in all board meetings as non‑voting members.

e. Consulting Board Members. The FOUNDATION shall undertake to have on board members of the various professional groups, such as accountants, attorneys, medical professionals, artists, publishers, and educators. The Consulting members can participate in all board meetings as non­voting members.

Section 3. Election and Term of Office. The FOUNDATION Board of Directors shall be elected by the two‑thirds vote of the Members at the annual meeting of the FOUNDATION. At the time of his or her election, each Director shall be assigned to Class A or Class B as designated, and an effort shall be made to keep each class of Directors of approximately equal size to allow for staggered Board turnover. To further achieve this goal, at each annual meeting at the end of the first term of the Directors, Four Director positions shall be up for election.

a. Initial Directors in Class A shall have their term automatically renewed every four (4) years. The Founders may serve on the Board for up to 16 years;

b. Other Class A Directors shall serve for Four (4) years and if reelected, they can serve up to Eight (8) additional years;

c. Directors in Class B shall have their term expire in three years and any renewal shall be approved and recommended by a unanimous vote of the Board by Directors in Class A and

d. Any Director shall be limited to serving three consecutive terms and will be eligible to serve again only after being inactive for a period of one year. Initial Directors (the Founders) can serve up to 16 years. Any Director who has served three consecutive terms shall be eligible to serve on the Board of Governance, if elected by two thirds of the members of the Board of Governance as stated in Article IV.

Section 4. Resignation. Any Director may resign at any time by giving written notice to the President of the FOUNDATION. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the FOUNDATION.

Section 5. Removal. Except for the Founders of the FOUNDATION, any Director may be removed from such office, with or without cause, by a two‑thirds vote of the Directors at any regular or special meeting of the FOUNDATION Board called expressly for that purpose. In addition, except for the Founders of the FOUNDATION, the Board may expel any Board member if he or she misses three (3) regularly scheduled meetings in a row or misses two (2) out of four (4) such meetings.

Section 6. Vacancies. When a Board position is declared vacant, the President may fill the vacancy by appointment with the confirmation of the majority of voting Board of Directors. The new Board member shall serve out the remainder of the unexpired term of the Board member leaving office.

Section 7. Regular Meetings. A regular meeting of the FOUNDATION Board of Directors shall be held, at such time, day and place as shall be designated by the FOUNDATION Board of Directors The purpose of said meetings is to receive reports from each committee; to review and update calendars, plans and budgets.

Section 8. Special Meetings. Special meetings of the FOUNDATION Board of Directors may be called at the direction of the President or by a majority of the voting Directors then in office; to be held at such time, day, and place as shall be designated in the notice of the meeting per Section 9, below.

Section 9. Notice. Notice of the time, day, and place of any meeting of the FOUNDATION Board of Directors shall be given at least two (2) business days previous to the meeting and in the manner set forth in Section 2 of Article VII. The purpose for which a special meeting is called shall be stated in the notice. Any Director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection, to notice shall also constitute a waiver of notice.

Section 10. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the FOUNDATION Board of Directors.

Section 11. Manner of Acting. Except as otherwise expressly required by law or these Bylaws, the affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be construed as an act of the entire the FOUNDATION Board of Directors. Each Director shall have one vote. Voting by proxy shall not be permitted.

Section 12. Unanimous Written Consent. In Lieu of a Meeting The FOUNDATION Board may take action without a meeting if written consent to the action is signed by each voting Director.

Section 13. Telephone Meeting. Any one or more Directors may participate in a meeting of the FOUNDATION Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. In the absence of conference call ability at the meeting, the Director, may participate through conventional single-line communications, provided however, that the person on the receiving end of the communication at the meeting, repeats verbatim, any statements made by the calling Director. Such participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present Identity of the Director(s) participating via telephone must be verified by a minimum of two Board members present in person.

Section 14. Conflicts of Interest. In the event any Director has a conflict of interest that might properly limit such Director’s fair and impartial participation in the FOUNDATION Board deliberations or decisions, such Director shall inform the FOUNDATION Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected Director, the FOUNDATION Board may nonetheless request from the Director any appropriate non‑confidential information which might inform its decisions. “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the FOUNDATION in which a Director has a direct or indirect personal interest, or any transaction in which a Director is unable to exercise impartial judgment or otherwise act in the best interests of the FOUNDATION.

No Director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such Director has allegiance, has a personal interest that may be seen as competing with the interest of the FOUNDATION. Any Director who believes he or she may have such a conflict of interest shall so notify the FOUNDATION Board prior to deliberation on the matter in question, and the FOUNDATION Board shall make the final determination as to whether any Director has a conflict of interest in any matter. The minutes of the FOUNDATION Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested Director.

ARTICLE IV: BOARD OF GOVERNANCE

There shall be established a Board of Governance, made up of Class A members, who have served in leadership capacity (limited to: Founders, Board of Directors Chairmen, and heads of Committees who were Class A members at the time). Its members shall automatically qualify upon the occurrence of all of the following:

1) The FOUNDATION has been in existence for at least Twelve years;

2) There are at least three FOUNDATION Directors who have dutifully served three consecutive terms;

3) These Directors have complied with all the terms and conditions of FOUNDATION as articulated in its Bylaws, and Rules and Regulations;

4) The then FOUNDATION Board of Directors has not brought any disciplinary action against these Directors; and

5) The members of the Board of Governance shall then remain on this Board for the life of the member.

The above requirements notwithstanding, the Founders of the FOUNDATION shall have the right to establish the interim Board of Governance by the time of the first annual meeting of the members. This initial Board of Governance shall comply with the requirements stated in this Article at the end of the twelve years per subsection (a) above.

The Board of Governance shall primarily have a consultative role. It shall have the power to oversee the activities of the FOUNDATION and if necessary, offer its input and opinion.

The FOUNDATION Board of Directors shall present all its decisions and votes, as well as any contemplated decisions or votes to the Board of Governance and shall seek its input.

Any decision or vote not first presented to the Board of Governance shall become null and void at the option of the Board of Governance. The Board of Governance shall have the power to overturn a decision or a vote of the majority of the FOUNDATION Board of Directors, if at its sole discretion, it views the decision or vote as in contradiction to the purpose of the FOUNDATION as stated in Article I, Section 4, so long as the vote of the Board of Governance is unanimous. The Board of Governance shall not have the power to overturn a decision of the majority of the FOUNDATION Board of Directors if that decision is also confirmed by a vote of two-thirds of the FOUNDATION voting members.

The Decisions of the Board of Governance. In the event the Board of Directors does not agree with a decision of the Boars of Governors:

(1) The Board of Governors shall first carefully consider the reasoning behind the Decision, and then submit a recommendation to the Board of Governors;

(2) If on remand to the Board of Governors, the Board disagrees with the recommendations of the directors, gm the Directors have the right to demand a Special meeting;

Special Meeting. This Special meeting shall comprise of one or more members of the Board of Governors, one or more Director, financial and legal advisors, to be held at such time, day, and place as shall be designated in a notice. The decision taken at this meeting shall be made by the majority of those present, and shall be the final binding decision, and can be implemented immediately.

ARTICLE V: OFFICERS

Section 1. Officers. The officers of the FOUNDATION shall minimally consist of a President, Three (3) Vice Presidents, a Secretary, and a Treasurer. Subject to Section 9 (below), all officers shall be (voting or non‑voting) members of the FOUNDATION. The FOUNDATION shall have such other officers as the FOUNDATION Board of Directors may deem necessary and such officers shall have the authority prescribed by the FOUNDATION Board. Except for the Founders until a successor is duly elected, one person shall not hold two offices.

Section 2. Election of Officers. The President shall be a member of Class A, and a current FOUNDATION Director. All officers shall be elected by the majority of voting membership in attendance at the annual meeting of the general membership. A Founder can nonetheless be elected by unanimous vote of other Founders as the interim President during the first meeting of the members. Other officers shall be elected by members of the newly formed Board immediately following the Annual meeting of the membership.

Section 3. Term of Office. The officers of the FOUNDATION shall be installed at the annual meeting at which they are elected and shall bold office for three years or until  their respective successors shall have been duly elected.

Section 4.  Resignation.  Any officer may resign at any time by giving written notice to the President.  Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.

Section 5.  Removal.  Any officer may be removed from such office, with or without cause, by a two-thirds vote of the Directors, addressing board member removal at any regular or special meeting of the FOUNDATION Board called expressly for that purpose.

Section 6.  Vacancies.  A vacancy in any office shall be filled by majority consent of the FOUNDATION Board of Directors for the unexpired term.

Section 7.  President. The President shall give active direction and exercise oversight pertaining to all affairs of the FOUNDATION.  He or she shall coordinate the activities of the  FOUNDATION; may sign contracts or other instruments which the FOUNDATION Board of Directors has authorized to be executed; shall ensure that proper decorum is adhered to by the members; and shall per­form all duties incident to the office of President as may be prescribed by the FOUNDATION Board of Directors.

Section 8. Vice Presidents.

A. The Vice Presidents shall assist the President and shall per­form all duties incident to the office of Vice President as may be prescribed by the FOUNDATION Board of Directors, There shall be no more than Three (3) Vice Presidents.

1. Vice President in charge of the Committee Affairs shall be responsible for the following functions:

(1) Coordinate the Committees’ activities;

(2) Plan seasonal and annual meetings and gatherings of the FOUNDATION as well as the Ziba Camp; and

(3) A Class A Member who is also a Vice President under this paragraph, shall perform the duties of the President on occasions when the President is absent or is unable or unwilling to act as President.

2. Vice President in charge of the Consultants’ Group shall:

(1) Coordinate the activities of the Consultants; and

(2) Plan and oversee the  Ziba Artistic Symposium.

3. Vice President in charge of Golden Dreams Project shall:

(1) Coordinate the various activities of the Golden Dreams Project; and

(2) As the objectives of the Project become realized, to appoint Assistant Vice Presidents for each chapter of the Project. The Assistant Vice Presidents shall perform as managers of the following:

(a)  Ziba Residential Complex;

(b) Ziba Recreational and rehabilitation Center;

(c) Ziba Museum;

(d) Ziba Cemetery;

(e) Ziba Television; and

(f) Ziba University.

B. Qualifications and Procedure for appointment of Assistant Vice Presidents:

(a) All Assistant Vice Presidents shall be Class A or Class B members;

(b) They shall be chosen by the FOUNDATION Board of Directors and approved by the unanimous vote of the Board;

(c) Their responsibilities and duties shall be determined by the FOUNDATION; and

(d) They shall be accountable to President as well as the Chairman of the Board of Directors.

Section 9. Secretary. The Secretary shall be proficient in both Persian and English, and shall keep the minutes of the meetings of the FOUNDATION Board of Directors; maintain copies of all the FOUNDATION Reports and advertisements; be the Keeper of the seal of the FOUNDATION; see that all notices are duly given in accordance with the provisions of these Bylaws; ensure staff members keep proper corporate records; shall ensure that copies of membership lists and meeting minutes are maintained in the proper manner; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the FOUNDATION Board of Directors. The president or the Board of Directors may choose to employ a professional to perform the Secretary’s duties, in which event such Secretary need not be a member of the FOUNDATION.

Section 10. Treasurer. The Treasurer shall be responsible for and oversee all financial matters of the Corporation. The Treasurer shall receive and review all budgets, income and expense reports from each committee; ensure that staff members properly receive and give receipts for monies due and payable to the FOUNDATION and deposit all such monies in the name of the FOUNDATION in appropriate banks; shall ensure that a proper budget is maintained in a timely manner; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the FOUNDATION Board of Directors. The Treasurer shall be an experienced financially‑minded individual who is endorsed by the FOUNDATION’s accountant.

Section 11. Bond. If requested by the FOUNDATION Board of Directors, any person entrusted with the handling of funds or valuable property of the FOUNDATION shall furnish, at the expense of the FOUNDATION, a fidelity bond approved by the FOUNDATION Board of Directors.

ARTICLE VI: COMMITEES

Section 1. The FOUNDATION Board Committees. The FOUNDATION Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each consisting of at least two or more Directors. All Committee members shall be voting or non-voting members of the FOUNDATION. (Additional committee members may be selected by those Directors already designated as committee members.) No committee shall have more than (10) Ten members in total. An active FOUNDATION Board Member shall act as each Committee Chair. The FOUNDATION Board Committees shall have and exercise the authority of the FOUNDATION Board of Directors in the governance of the FOUNDATION, however no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or Director, adopt a plan of merger, or authorize the voluntary dissolution of the FOUNDATION.

Section 2. Standing Committees. The following sixteen (16) standing Committees shall be formed at the first meeting of the FOUNDATION Board of Directors before or following the Annual General Membership meeting:

1) Public Relations Committee

2) Assistance Committee

3) Appreciation Committee

4) Education Committee

5) Scholarship Committee

6) Art Exchange Committee

7) Preservation Committee

8) Publication Committee

9) Memorial Committee

10) Financial Committee

11) Legal and Ethical Affairs Committee

12) Golden Dreams Committee

13) Youth Committee

14) Auditing Committee

15) Grievance Committee

16) Relief Fund Committee

1) Public Relations Committee. The Committee shall be in charge of all public relations activities of the FOUNDATION. It shall also be responsible for the FOUNDATION’S main publication. The Committee shall also promulgate and produce several other publications in Persian, English and the official language of the particular host country. Its purpose shall be to introduce art and artists to the world communities.

2) Assistance Committee. The Committee, shall use its budget to assist and support needy artists, both financially as well as through other means.

3) Appreciation Committee. This Committee shall be the most instrumental in inspiring and encouraging the artist community. Its goal shall be, among other means, to reward the best artistic creations through annual and periodic Ziba awards. This Committee shall endeavor to continuously and consistently hold award ceremonies and encourage young and old artists alike to improve and attain excellence in their works.

4) Education Committee. The Committee shall have as its goal to teach Iranian Cultural Continent art at the world level to all those interested in learning it. The Committee members shall be qualified art teachers or at least have art in their professional background.

5) Scholarship Committee. The Committee shall aim to help train, educate, and preserve artists by enabling them to attain their status as world­-renown players. This feat is accomplished through financial assistance to these individuals.

6) Art Exchange Committee. The Committee shall ensure that in our global village we will interact and exchange ideas and art with other like-minded individuals and organizations on the world stage.

7) Preservation Committee. The Committee shall make every effort to preserve the art of the Iranian Cultural Continent. It has to seek out affiliations and assistance of national and international agencies to assure that Iranian Cultural Continent’s art is not pillaged and plundered as it has been in the past.

8) Publication Committee. The Committee’s goal is to dispel any misunderstanding about Iranian Cultural Continent’s art and to clarify to the world the meaning of this art. The Committee, by producing and printing Iranian written works, by translating these works into other languages and distributing them, and by publishing the writings an poetry of the known and less-known Iranian Cultural Continent’s artists, plants a seed in the world’s collective mind that the art of the Iranian Cultural Continent is real and worthy of praise and serious attention.

9) Memorial Committee. The Committee shall be mindful that lessons from our past can clear the path to our tomorrow. It therefore shall undertake to maintain a continuous appreciation of Iranian Cultural Continent’s past heritage, and to hold gatherings and symposiums to appreciate the fallen artists of the Iranian Cultural Continent, recent and past alike.

10) Financial Committee. The Committee shall be solely responsible for all financial affairs of the FOUNDATION. It shall act under the auspices and supervision of the FOUNDATION’S treasurer.

11) Legal & Ethical Affairs Committee. This Committee shall oversee all the affairs and activities of the FOUNDATION in order to ensure that the FOUNDATION and its members are in full compliance with the laws. It shall also undertake, to the best of its ability, to assure that such activities are in accordance with the ethical norms of the society.

12) Golden Dreams Committee. This Committee is responsible for all commemoration activities as stated in Ziba Bylaws.

13) Youth Committee. This Committee shall organize and oversee all youth‑related activities (i.e., recreational chess & dance tournaments, Ziba Camp, etc.) as further elaborated on in Article 9 of the Persian Version of these Bylaws.

14) Grievance Committee. All complaints and comments regarding the affairs of the FOUNDATION should be addressed by this Committee. Its members shall include (maximum six persons), a representative from the Board of Governance, Executive Committee, the heads of the Legal and Ethical Affairs Committees, Chairman of the Board of Directors, and one trusted member of the society. The Committee shall convene at least once every three months to address such issues. The Committee’s decisions shall be agreed to by 80% of the Committee members. The Committee’s decisions are final and binding on all FOUNDATION members. Any party who is dissatisfied with the Committee’s decisions may, within 7 days of the decision, file a written request for Review with the Board of Directors. The Board of Directors shall then convene within 120 days of such request and address the issue by. a majority decision.

15) Auditing Committee. This Committee will be responsible for auditing all the books of the FOUNDATION. Its members shall include: members of Consulting Board, Legal & Ethical Affairs and Financial Committees, Treasurer, and FOUNDATION’S Accountant. The Committee shall make appropriate recommendations to the FOUNDATION Board of Directors. Except in emergencies, the Committee shall conduct such auditing at least once a year. Once completed, the Committee shall prepare a written report and submit it to the Board of Directors as well as the Board of Governance.

16) Relief Fund Committee: In case of natural emergency (earthquake, etc.) or forced displacement, war, deprivation, or poverty, to give assistance for repair of damaged art institutions or victimized artists and their families in the world.

Section 3. Other Committees and Task Forces. The FOUNDATION Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the FOUNDATION Board of Directors, and shall give advice and make non‑binding recommendations to the FOUNDATION Board.

Section 4. Term of Office. Each member of a committee shall serve for three years or until a successor is appointed, whichever is longer, unless the committee is sooner dissolved.

Section 5. Vacancies. Vacancies in the membership of committees may be filled by the Committee Chair, the President or majority consent of the FOUNDATION Board of Directors.

Section 6. Rules. Each committee and task force may adopt mies for its meetings not inconsistent with these Bylaws or with any rules adopted by the FOUNDATION Board of Directors.

ARTICLE VII: EXECUTIVE BRANCH

The implementation of all decisions of the FOUNDATION Board of Directors, as well as the coordination and on‑going oversight of the affairs of the FOUNDATION shall be conducted by an Executive Branch, the membership of which shall be by the President, Vice President, Secretary, Treasurer, the head of the relevant Committee, and a guest member to be selected and invited by the FOUNDATION. All actions taken by the Executive Committee shall be reponed to and are subject to ratification by the full Board of Directors. The Committee shall also undertake the coordination and execution of all the plans and programs of the various committees.

ARTICLE VIII: MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the FOUNDATION shall begin on January 1st.

Section 2. Notice. Whenever, under the provisions of these Bylaws, notice is required to be given to a Director, officer, committee member, or member, such notice shall be given in writing by first‑class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the FOUNDATION. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received. Any notice required pursuant to the Bylaws may be waived in writing by any member.

Section 3. Dissolution. In the event that the FOUNDATION is dissolved, all assets remaining after paying or making provisions for payment of all liabilities of the FOUNDATION shall be transferred to another non‑profit Iranian or Iranian‑inspired organi7ation with similar goals, but if one could not be located, then the assets shall be used to support the advancement of Iranian art and artists in the community, as determined by the then majority vote of the FOUNDATION Board of Directors.

ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 1. Indemnification of Directors and Officers and members of the Board of Governance. The FOUNDATION shall, to the fullest extent permitted by applicable law, indemnify any present or former Director or Officer of the FOUNDATION (and their heirs, executers and administrators thereof) as well as the members of the Board of Governance, who was or is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal administrative or investigative, whether involving any actual or alleged breach of duty, neglect, or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the FOUNDATION to procure a judgment in its favor and an action by or in the right of any other FOUNDATION of any kind, domestic or foreign, or any partnership, joint venture trust, employee benefit plan or other enterprise, which any Director or Officer of the FOUNDATION is serving or as served in any capacity at the request of the FOUNDATION, by reason of the fact that he or she is or was a Director or Officer of the FOUNDATION, or is now serving or served such other FOUNDATION, partnership, joint venture, bust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys fees, incurred therein or in any appeal thereof

Section 2. Indemnification of Others. The FOUNDATION shall indemnify other persons and reimburse the expenses thereof, to the extent required by applicable law, and may indemnify any other person to whom the FOUNDATION is permitted to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by the New Jersey Nonprofit Corporation Act.

Section 3. Advances or Reimbursement of Expenses. The FOUNDATION may, from time to time, reimburse or advance to any person referred to in Section 1 of this Article, the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action, suit or proceeding, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the Director or Officer establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (iii) his or her conduct was otherwise of a character such that New Jersey law would require that such amount(s) be repaid.

Section 4. Interpretation. Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, to the extent permitted by applicable law, or on the basis of the applicable law in effect at the time indemnification is sought.

Section 5. Indemnification Right. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article is (i) a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the FOUNDATION and the Director of Officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive  on hereof with respect to events occurring prior thereto.

Section 6. Indemnification Claims. If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not satisfactorily responded to, or is not paid in full by the FOUNDATION within thirty (30) days after a written claim has been received by the FOUNDATION, the claimant may at any time thereafter bring suit against the FOUNDATION to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim Neither the failure of the FOUNDATION (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances, nor an actual determination by the FOUNDATION (including its Board of Directors, independent legal counsel, or its members) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 7. No Payment Resulting in Taxes. Notwithstanding any other provision of this Article, no indemnification or other payment shall be made under this Article, which would give rise to a tax under Section 4941 or Section 4958 of the Internal Revenue Code.

ARTICLE X: AMENDMENTS TO BYLAWS

Members may propose changes to the Bylaws by submitting them in writing to the FOUNDATION Board at least One hundred eighty (180) days prior to the Annual meeting of the Membership. Proposed changes shall be adopted by an affirmative vote of two‑thirds of the voting membership. Any such amendment of these Bylaws shall then become a permanent component of these Bylaws.

ARTICLE XI: TIMELINE

FOUNDATION’s Timeline. In order to commence the activities of the FOUNDATION, and to implement these Bylaws, the following shall take place without delay:

1) Complete the search for qualified Members to act as Directors;

2) Introduce the Ziba FOUNDATION to the world:

a) Via Satellite;

b) Via Internet, and other media; and

c) Through other promotional means including word of mouth;

3) Organize the Committees

d) search for qualified members for the Committees

4) Fundraising; and

5) Commence and continue the various programs and activities of the FOUNDATION as outlined above.

ARTICLE XII: MISCELLANEOUS PROVISIONS

Section 1. These Bylaws are the substantive equal (but not a literal translation) of the Bylaws, which were written in Persian and adopted by the FOUNDATION. To the extent that anything in these Bylaws contradict and conflict with any provisions in the Persian version, the Persian version shall prevail.

Section 2. Severeability. In the event that any of the provisions herein made shall in any form or manner offend any statute of the state of New Jersey, or if by decision of the decision of the highest court of New Jersey, or of the United States of America, heretofore or hereafter made, any part of these Bylaws shall be inoperative, the rest of this document shall operate and be of full force and effect.

ARTICLE XIII: ADOPTION OF BYLAWS

The Bylaws described in the preceding Twelve (12) Articles are hereby adopted by the FOUNDATION Board of Directors, and are approved for use commencing on the date of this document. The signers below hereby attest and affirm that this document, as well as its Persian counterpart, are the sole legal documents of the Ziba FOUNDATION. The signers furthermore agree that by signing below they are bound by its terms and covenant to adhere by its tules. Intentional violations of the terms of these Bylaws or the laws of the state and the country of the member’s residence, will be prima facie evidence of the Member’s unsuitability for membership, and will be dealt with according to the provisions contained herein.


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