Peace Corps Iran Association
ARTICLE I. NAME.
This organization shall be called Peace Corps Iran Association.
ARTICLE II. PURPOSE.
This Association shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Association shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions).
The Peace Corps Iran Association is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future tax code.
The Association shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No substantial part of the activities of the Association shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code of 1954 as amended.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered to the Association and to make payments and distributions in furtherance of the purposes set forth herein.
The primary purposes of this Association are to:
- Promote charitable and educational purposes, as those terms are used in Section 501(c) (3) of the Internal Revenue Code.
- Provide an interdisciplinary forum for educational activities, public discussion, networking, and exchange of knowledge related to a better understanding of Iran within the United States.
- Sponsor workshops, lectures, and publications that use the ideals and goals of the Peace Corps to build a climate of mutual respect, interaction, and peace between Americans and Iranians.
- Provide a structure to gather, preserve, and communicate the legacy of the Peace Corps in Iran with a goal of educating the public about its history.
ARTICLE III. MEMBERS.
Section 1 – This Association shall have no members as that term is defined by Oregon Revised Statutes Chapter 65, but shall have members for other purposes. These members shall have none of the rights or duties described in ORS Chapter 65 (or any corresponding future statute).
Section 3. Contributions. Members are encouraged to provide financial support for the Association. Unless otherwise stipulated, contributions shall be deposited in the general fund for ongoing activities of the Association.
ARTICLE IV. GOVERNING BODY
Section 1. Number and Qualifications. The affairs of the Association shall be governed by a Board of Directors consisting of no less than five and no more than fifteen Directors.
Section 2. Governing Powers and Duties. The Board of Directors shall manage the affairs of this Association.
Section 3. Election to the Board and Terms of Office. The Board shall elect its own members, except that a Director shall not vote on his or her own position. A Director may be reelected to no more than five (5) terms. Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Directors shall be two years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of as close as possible to one-half of the Directors shall expire.
Section 4. Vacancies. If any position of the Board is established or becomes vacant it may be filled by a majority vote of all Directors then in office at a regular or special meeting of the Board..
Section 5. Removal of Directors. At any Board meeting duly called, any one or more of the Directors may be removed with or without cause by a two-thirds vote of the Directors then in office. A successor Director may then and there be elected to fill the vacancy thus created.
Section 6. Meetings. Regular meetings of the Board shall be held. Special meetings of the Board may be called by the President or by at least three other Directors, in writing, on two (2) days' notice, to each Director, which notice shall state the time, place, and purpose of the meeting. Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all Directors participating may simultaneously communicate with each other during the meeting.
Section 7. Quorum and Action. A quorum at a board meeting shall be a majority of the number of Directors then in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the Directors present, except as otherwise provided by these Bylaws. Where the law requires a majority vote of the Directors then in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law.
Section 8. Committees. The Board may establish committees as appropriate to facilitate the purposes of the Association.
Section 9. Executive Committee. The officers shall constitute an executive committee which shall have the power of the Board of Directors to make decisions, including financial and budgetary, between Board meetings when time and circumstances are such that a decision must be made before a full meeting of the Board can take place. The results of an Executive Committee decision shall be reported to the full Board as soon as practical.
Section 9. Conflict of Interest. All Board Members shall annually make public a statement of affiliations, both business and nonprofit, that may constitute of conflict of interest or loyalty with the Peace Corps Iran Association. Members must abstain from voting on any matter that presents a possible conflict although they may provide information to the board based on their outside affiliation.
ARTICLE V. OFFICERS
Section 1. Officer positions. The officers of this organization shall consist of a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. Officer Selection. Following the election of the new Directors, the Board shall elect its officers from among the Directors. Officers shall serve for a term of one year. No person may serve more than six consecutive terms in the same position.
Section 3. Duties of Officers.
- President. Serves as the chief executive officer of the Association.
- Vice-President. Acts in the absence, inability, or resignation of the President; serves on the Executive Committee and performs such other duties as may be assigned by the Board or the President.
- Secretary. The Secretary shall have overall responsibility for all recordkeeping of the Association.
- Treasurer. The Treasurer shall have overall responsibility for all Association funds.
ARTICLE VI. INDEMNITY
The Association will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of the Association. No amendment to this Article that limits the Association’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The Association shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification--substantively, procedurally, and otherwise.
ARTICLE VII. AMENDMENTS TO THE BYLAWS
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of Directors then in office. Prior to the adoption of the amendment, each Director shall be given at least seven (7) days’ notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
ARTICLE VIII. DISSOLUTION
Section 1. Decision to Dissolve. The decision to dissolve the Association shall be made by a majority vote of the Directors then in office.
Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Dates of Adoption and Revisions of these Bylaws:
Adopted: June 18, 2012
Revised: July 23, 2012
Revised: March 14, 2016